Exhibit 10.10

FRANCHISE LICENSE AGREEMENT

HAMPTON INN & SUITES WINSTON-SALEM/UNIVERSITY AREA

(Winston-Salem, North Carolina)

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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TABLE OF CONTENTS

|                                          |    |                                     |  |   
|----------------------------------------- | -- | ----------------------------------- |  | --
|                                          |    |                                     |  |   
|1. DEFINITIONS                            |    | 1                                  
|                                          |    |                                     |  |   
|2. GRANT OF
 LICENSE                      |    | 5                                  
|                                          |    |                                     |  |   
|                                          | a. | Non-Exclusive License               |  | 5 
|                                          | b. | Reserved Rights                     |  | 5 
|                                          | c. | Restricted Area Provision           |  | 5 
|                                          |    |                                     |  |   
|3. OUR
 RESPONSIBILITIES                  |    | 5                                  
|                                          |    |                                     |  |   
|                                          | a. | Training                            |  | 5 
|                                          | b. | Reservation Services                |  | 5 
|                                          | c. | Consultation                        |  | 6 
|                                          | d. | Marketing                           |  | 6 
|                                          | e. | Inspections/Compliance Assistance   |  | 6 
|                                          | f. | Manual                              |  | 6 
|                                          | g. | Equipment and Supplies              |  | 6 
|                                          |    |                                     |  |   
|4. PROPRIETARY
 RIGHTS                    |    | 7                                  
|                                          |    |                                     |  |   
|5. TRADE NAME,
 USE OF THE MARKS          |    | 7                                  
|                                          |    |                                     |  |   
|                                          | a. | Trade Name                          |  | 7 
|                                          | b. | Use of Trade Name and Marks         |  | 7 
|                                          | c. | Trademark Disputes                  |  | 7 
|                                          | d. | Web Sites                           |  | 7 
|                                          | e. | Covenant                            |  | 8 
|                                          |    |                                     |  |   
|6. YOUR
 RESPONSIBILITIES                 |    | 8                                  
|                                          |    |                                     |  |   
|                                          | a. | Operational and Other
 Requirements |  | 8 
|                                          | b. | Hotel Refurbishment                 |  | 11
|                                          | c. | Staff and Management                |  | 11
|                                          | d. | Obligations of Prior Licensee       |  | 12
|                                          |    |                                     |  |   
|7. FEES                                   |    | 12                                 
|                                          |    |                                     |  |   
|                                          | a. | Monthly Fees                        |  | 12
|                                          | b. | Calculation and Payment of Fees     |  | 12
|                                          | c. | Room Addition Fee                   |  | 12
|                                          | d. | Other Fees                          |  | 13
|                                          | e. | Taxes                               |  | 13
|                                          | f. | Application of Fees                 |  | 13
|                                          |    |                                     |  |   
|8. REPORTS,
 RECORDS, AUDITS, AND PRIVACY |    | 13                                 
|                                          |    |                                     |  |   
|                                          | a. | Reports                             |  | 13
|                                          | b. | Maintenance of Records              |  | 13
|                                          | c. | Audit                               |  | 13
|                                          | d. | Ownership of Information            |  | 14
|                                          | e. | Privacy and Data Protection         |  | 14
|                                          |    |                                     |  |   
|9. INDEMNITY                              |    | 14                                 
|                                          |    |                                     |  |   
|10. NOTICE OF
 INTENT TO MARKET           |    | 15                                 
|                                          |    |                                     |  |   
|11. TRANSFER                              |    | 15                                 
|                                          |    |                                     |  |   
|                                          | a. | Our Transfer                        |  | 15
|                                          | b. | Your Transfer                       |  | 15

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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|                                               |    |                                                                     |  |   
|---------------------------------------------- | -- | ------------------------------------------------------------------- |  | --
|12. CONDEMNATION
 AND CASUALTY                 |    | 19                                                                 
|                                               |    |                                                                     |  |   
|                                               | a. | Condemnation                                                        |  | 19
|                                               | b. | Casualty                                                            |  | 19
|                                               | c. | No Extensions of Term                                               |  | 19
|                                               |    |                                                                     |  |   
|13. TERM OF
 LICENSE                           |    | 19                                                                 
|                                               |    |                                                                     |  |   
|14. TERMINATION
 BY US                         |    | 19                                                                 
|                                               |    |                                                                     |  |   
|                                               | a. | Termination with Opportunity to
 Cure                               |  | 19
|                                               | b. | Immediate Termination by Us                                         |  | 20
|                                               | c. | Suspension/Interim Remedies by Us                                   |  | 21
|                                               | d. | Liquidated Damages upon
 Termination                                |  | 21
|                                               | e. | Actual Damages Under Special
 Circumstances                         |  | 22
|                                               | f. | Your Obligations upon Termination
 or Expiration                    |  | 22
|                                               |    |                                                                     |  |   
|15. RELATIONSHIP
 OF PARTIES                   |    | 23                                                                 
|                                               |    |                                                                     |  |   
|                                               | a. | No Agency Relationship                                              |  | 23
|                                               | b. | Notices to Public Concerning Your
 Independent Status               |  | 23
|                                               |    |                                                                     |  |   
|16. MISCELLANEOUS                              |    | 23                                                                 
|                                               |    |                                                                     |  |   
|                                               | a. | Severability and Interpretation                                     |  | 23
|                                               | b. | Governing Law, Jurisdiction and
 Venue                              |  | 24
|                                               | c. | Exclusive Benefit                                                   |  | 24
|                                               | d. | Entire Agreement/Amendment/Waiver                                   |  | 24
|                                               | e. | Consent; Business Judgment                                          |  | 25
|                                               | f. | Notices                                                             |  | 25
|                                               | g. | General Release                                                     |  | 25
|                                               | h. | Remedies Cumulative                                                 |  | 25
|                                               | i. | Economic Conditions Not a Defense                                   |  | 25
|                                               | j. | Representations and Warranties                                      |  | 25
|                                               | k. | Counterparts                                                        |  | 26
|                                               | l. | Restricted Persons and
 Anti-bribery Representations and Warranties |  | 26
|                                               | m. | Attorneys Fees and Costs                                           |  | 27
|                                               | n. | Interest                                                            |  | 27
|                                               | o. | Successors and Assigns                                              |  | 27
|                                               | p. | Our Delegation of Rights and Responsibility                         |  | 27
|                                               |    |                                                                     |  |   
|17. WAIVER OF
 JURY TRIAL AND PUNITIVE DAMAGES |    | 27                                                                 

ATTACHMENT A - PERFORMANCE CONDITIONS: CHANGE OF OWNERSHIP

ATTACHMENT B - RIDER TO FRANCHISE LICENSE AGREEMENT

EXHIBIT A  RESTRICTED AREA MAP

Ex 10.10 Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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FRANCHISE LICENSE AGREEMENT

This Franchise License Agreement is dated as of the Effective Date
between Hampton Inns Franchise LLC (we, us, our or Licensor) and the
licensee entity (you, your or Licensee) set forth in the Rider attached
as Attachment B.

INTRODUCTION

We are a subsidiary
of Hilton Worldwide. Hilton Worldwide and its Affiliates own, license, lease,
operate, manage and provide various services for the Network. We are authorized
to grant licenses for selected, first-class, independently owned or leased
hotel properties, to operate under the Licensed Brand. You have expressed a
desire to enter into this Agreement with us to obtain a license to use the
Licensed Brand in the operation of a hotel at the address or location described
in the Rider.

NOW, THEREFORE, in
consideration of the premises and the undertakings and commitments of each
party to the other party in this Agreement the parties agree as follows:

THE AGREEMENT

1.
Definitions

The following
capitalized terms will have the meanings set forth after each term:

Affiliate
means any natural person or firm, corporation,
partnership, limited liability company, association, trust or other entity
which, directly or indirectly, controls, is controlled by, or is under common
Control with, the subject entity.

Agreement
means this Franchise License Agreement, including any exhibits, attachments and
addenda.

Applicable
Laws means all public laws, statutes, ordinances, orders, rules,
regulations, permits, licenses, certificates, authorizations, directions and
requirements of all governments and governmental authorities having
jurisdiction over the Hotel or over Licensee to operate the Hotel, which, now
or hereafter, may apply to the construction, renovation, completion, equipping,
opening and operation of the Hotel, including, but not
limited to, Title III of the Americans with Disabilities Act, 42 U.S.C. §
12181, et seq., and 28 C.F.R. Part 36.

Change of
Ownership Application means the application submitted to us by
you or the Transferee Licensee for a new franchise license agreement in
connection with a Change of Ownership Transfer.

Change of
Ownership Transfer means any proposed Transfer that results
in a change of Licensee or a change in Control of Licensee, the Hotel, or the
Hotel Site and is not otherwise permitted by this Agreement, all as set out in
Subparagraph 11.b.(3).

Competitor
means any individual or entity that at any time during the License Term,
whether directly or through an Affiliate, owns in whole or in part, or is the
licensor or franchisor of, a hotel brand or trade name that, in our sole
business judgment, competes with the System or any System Hotel or Network
Hotel.

Control
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of an entity, or of the power to
veto major policy decisions of an entity, whether through the ownership of
voting securities, by contract, or otherwise.

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Designs
means your plans, layouts, specifications, drawings and designs for the
proposed furnishings, fixtures, equipment, signs and décor of the Hotel.

Effective
Date means the Effective Date specified in the Rider.

Entities
means our present or future Affiliates and direct or indirect owners.

Equity
Interest means any direct or indirect legal or beneficial interest
in the Licensee, the Hotel and/or the Hotel Site.

Equity Owner
means the direct or indirect owner of an Equity Interest.

Force
Majeure as used in Attachment A means an event causing a delay in
your performance of any duties under Attachment A, or any non-performance of
such duties, that is not your fault or within your reasonable control. Force
Majeure includes, but is not limited to: fire; floods; natural disasters; Acts
of God; war; civil commotion; terrorist acts; any governmental act or
regulation; and any other similar event beyond your reasonable control. Force
Majeure does not include your own financial inability to perform, inability to
obtain financing, inability to obtain permits or any other similar events
unique to you or the Hotel, or to general economic downturn or conditions.

General
Manager
has the meaning set forth in Subparagraph 6.c.

Gross
Receipts Tax means any gross receipts, sales, use, excise, value
added or any similar tax.

Gross Rooms
Revenue has the meaning set forth in Subparagraph 7.b.

Guarantor
means the person or entity that guarantees your obligations under this
Agreement or any of Your Agreements.

Guest Rooms
means each rentable unit in the Hotel generally used for overnight guest
accommodations, the entrance to which is controlled by the same key; provided
that adjacent rooms with connecting doors that can be locked and rented as
separate units are considered separate Guest Rooms.

Hilton
Worldwide means Hilton Worldwide, Inc., a Delaware corporation.

Hotel
means the property you will operate under this Agreement and includes all
structures, facilities, appurtenances, furniture, fixtures, equipment, and
entry, exit, parking and other areas located on the Hotel Site we have approved
for your business or located on any land we approve in the future for
additions, signs, parking or other facilities.

Hotel Site
means the real property on which the Hotel is located or to be located, as
approved by us.

Indemnified
Parties means us and the Entities and our respective predecessors,
successors and assigns, and the members, officers, directors, employees,
managers, and agents of each of us.

Information
means all information we obtain from you or about the Hotel or its guests or
prospective guests under this Agreement or under any agreement ancillary to
this Agreement, including, but not limited to, agreements relating to the
computerized reservation, revenue management, property management, and other
systems we provide or require, or otherwise related to the Hotel. Information
includes, but is not limited to, Operational Information, Proprietary
Information, and Personal Information.

Interim
Remedy has the meaning set forth in Subparagraph 14.c.

License
has the meaning set forth in Subparagraph 2.a.

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License Term
means the period from the Effective Date through the expiration of this
Agreement on the date set forth in the Rider, unless terminated earlier under
the terms of this Agreement.

Licensed
Brand means the brand name set forth in the Rider.

Linked Sites
has the meaning set forth in Subparagraph 5.d.

Liquidated
Damages has the meaning set forth in Subparagraph 14.d.

Management
Company has the meaning set forth in Subparagraph 6.c.

Manual
means all written compilations of the Standards. The Manual may take the form
of one or more of the following: one or more loose leaf or bound volumes;
bulletins; notices; videos; CD-ROMS and/or other electronic media; online
postings; e-mail and/or electronic communications; facsimiles; or, any other
medium capable of conveying the Manuals contents.

Marks
means the Licensed Brand and all other service marks, copyrights, trademarks,
trade dress, logos, insignia, emblems, symbols and designs (whether registered
or unregistered), slogans, distinguishing characteristics, and trade names used
in the System.

Monthly
Program Fee means the fee we require from you in
Subparagraph 7.a., which is set forth in the Rider.

Monthly
Royalty Fee means the fee we require from you in Subparagraph 7.a.,
which is set forth in the Rider.

Network
means the hotels, inns, conference centers, timeshare properties and other
operations Hilton Worldwide and its subsidiaries own, license, lease, operate
or manage now or in the future.

Network
Hotel means any hotel, inn, conference center, timeshare property
or other similar facility within the Network.

Opening Date
means the day on which we authorize you to make available the facilities, Guest
Rooms or services of the Hotel to the general public under the Licensed Brand.

Operational
Information means all information concerning Gross Rooms Revenue,
other revenues generated at the Hotel, room occupancy rates, reservation data
and other financial and non-financial information we require.

Other
Business(es) means any business activity we or the Entities engage
in, other than the licensing of the Hotel.

Other Hotels
means any hotel, inn, lodging facility, conference center or other similar
business, other than a System Hotel or a Network Hotel.

Personal
Informationmeans any information that: (i) can be used (alone or when used in
combination with other information within your control) to identify, locate or
contact an individual; or (ii) pertains in any way to an identified or
identifiable individual. Personal Information can be in any media or format,
including computerized or electronic records as well as paper-based files.

PIP
means product improvement plan.

PIP Fee means
the fee we charge for creating a PIP.

Plans
means your plans, layouts, specifications, and drawings for the Hotel.

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Pre-Opening
Liquidated Damages has the meaning set forth in Attachment A.

Principal
Mark is the Mark identified as the Principal Mark in the Rider.

Privacy Laws means any international, national,
federal, provincial, state, or local law, code or regulation that regulates the
processing of Personal Information in any way, including, but not limited to,
national data protection laws, laws regulating marketing communications and/or
electronic communications, information security regulations and security breach
notification rules.

Proprietary Information means all
information or materials concerning the methods, techniques, plans,
specifications, procedures, information, systems and knowledge of and
experience in the development, operation, marketing and licensing of the
System, whether developed by us, you, or a third party.

Publicly
Traded Equity Interest means (i)any Equity Interest that is traded on any securities
exchange or is quoted in any publication or electronic reporting service
maintained by the National Association of Securities Dealers, Inc., or any of
its successorsor (ii) any Equity Interests sold in any offering under the Securities
Act of 1933, as amended, so long as such Equity Interests are beneficially held
by no less than one hundred (100) unrelated persons or entities.

Quality
Assurance Re-Evaluation Fee has the meaning set forth in
Subparagraph 3.e.

Reports mean daily, monthly, quarterly and
annual operating statements, profit and loss statements, balance sheets, and
other financial and non-financial reports we require.

Reservation
Service means the reservation service we designate
in the Standards for use by System Hotels.

Restricted
Area Provision has the meaning set forth in the Rider.

Rider is
attached as Attachment B.

Room
Addition has the meaning set forth in Subparagraph 7.c.

Room
Addition Fee is the fee you must pay when submitting the Room
Addition request.

Site means
domain names, the World Wide Web, the Internet, computer network/distribution
systems, or other electronic communications sites.

Standards
means all standards, specifications, requirements, criteria, and policies that
have been and are in the future developed and compiled by us for use by you in
connection with the design, construction, renovation, refurbishment,
appearance, equipping, furnishing, supplying, opening, operating, maintaining,
marketing, services, service levels, quality, and quality assurance of System
Hotels, including the Hotel, and for hotel advertising and accounting, whether
contained in the Manual or set out in this Agreement or other written
communication.

System
means the elements, including know-how, that we designate to distinguish hotels
operating worldwide under the Licensed Brand (as may in certain jurisdictions
be preceded or followed by a supplementary identifier such as by Hilton) that
provide to the consuming public a similar, distinctive, high quality hotel
service. The System currently includes: the Licensed Brand, the Marks, the
Trade Name, and the Standards; access to a reservation service; advertising,
publicity and other marketing programs and materials; training programs and
materials; and programs for our inspecting the Hotel and consulting with you.

System
Hotels means hotels operating under the System using the Licensed
Brand name.

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Trademark
Liquidated Damages has the meaning set forth in Attachment A.

Trade Name
means the name of the Hotel set forth in the Rider.

Transfer
means in all its forms, any sale, lease, assignment, spin-off, transfer, or
other conveyance of a direct or indirect legal or beneficial interest.

Transferee
Licensee means the proposed new licensee resulting
from a Transfer.

Your
Agreements means any other agreement between you and us or any of
the Entities related to this Agreement, the Hotel and/or the Hotel Site.

2.
Grant of License

a.Non-Exclusive License. We
grant to you and you accept a limited, non-exclusive License to use the Marks
and the System during the License Term at, and in connection with, the
operation of the Hotel in accordance with the terms of this Agreement. You
agree to identify and operate the Hotel as a System Hotel in accordance with
the Marks, the System and this Agreement only as and when authorized by us. You
acknowledge and agree that you are not acquiring any rights other than the
non-exclusive right to use the System to operate the Hotel under the Licensed
Brand at the Hotel Site under this Agreement and in accordance with the terms
of this Agreement.

b.
Reserved Rights.This Agreement does not limit our right, or the right of the Entities,
to own, license or operate any Other Business of any nature, whether in the
lodging or hospitality industry or not, and whether under the Licensed Brand, a
competitive brand, or otherwise. We and the Entities have the right to engage
in any Other Businesses, even if they compete with the Hotel, the System, or
the Licensed Brand, and whether we or the Entities start those businesses, or
purchase, merge with, acquire, are acquired by, come under common ownership
with, or associate with, such Other Businesses. We may also: (a) modify the
System by adding, altering, or deleting elements of the System; (b) use or
license to others all or part of the System; (c) use the facilities, programs,
services and/or personnel used in connection with the System in Other
Businesses; and (d) use the System, the Licensed Brand and the Marks in the
Other Businesses. You acknowledge and agree that you have no rights to, and
will not make any claims or demands for, damages or other relief arising from
or related to any of the foregoing activities, and you acknowledge and agree
that such activities will not give rise to any liability on our part,
including, but not limited to, liability for claims for unfair competition,
breach of contract, breach of any applicable implied covenant of good faith and
fair dealing, or divided loyalty.

c.
Restricted Area Provision.The
Restricted Area Provision is set forth in the Rider.

3.
Our Responsibilities

We
have the following responsibilities to you under this Agreement. We reserve the
right to fulfill some or all of these responsibilities through one of the
Entities or through unrelated third parties, in our sole business judgment. We
may require you to make payment for any resulting services or products directly
to the provider.

a.
Training.We
may specify certain required and optional training programs and provide these
programs at various locations. We may charge you for required training services
and materials and for optional training services and materials we provide to
you. You are responsible for all travel, lodging and other expenses you or your
employees incur in attending these programs.

b.
Reservation Services.We will furnish you with the Reservation Service. This service will be
furnished to you on the same basis as it is furnished to other System Hotels,
subject to the provisions of Subparagraph 14.c. below.

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c.
Consultation.We may, at our sole option, offer consultation services and advice in areas
such as operations, facilities, and marketing on the same basis as other System
Hotels. We may establish fees in advance, or on a project-by-project basis, for
any consultation service or advice you request.

d.
Marketing.Periodically, we will publish (either in hard copy or electronic form or both)
and make available to the traveling public a directory that includes System
Hotels, including the Hotel. Additionally, we will include the Hotel, or cause
the Hotel to be included, where applicable, in advertising of System Hotels and
in international, national and regional marketing programs offered by us,
subject to and in accordance with our general practice for System Hotels.

We
will use your Monthly Program Fee to pay for various programs to benefit the
System, including, but not limited to: (i) advertising, promotion,
publicity, public relations, market research, and other marketing programs;
(ii) developing and maintaining directories of and Internet sites for
System Hotels; (iii) developing and maintaining the Reservation Service
systems and support; and (iv) administrative costs and overhead related to
the administration or direction of these projects and programs. We will have
the sole right to determine how and when we spend these funds, including sole
control over the creative concepts, materials and media used in the programs,
the placement and allocation of advertising, and the selection of promotional
programs. We may enter into arrangements for development, marketing,
operations, administrative, technical and support functions, facilities,
programs, services and/or personnel with any other entity, including any of the
Entities or a third party. You acknowledge that Monthly Program Fees are intended
for the benefit of the System and will not simply be used to promote or benefit
any one System Hotel or market. We will have no obligation in administering any
activities paid by the Monthly Program Fee to make expenditures for you that
are equivalent or proportionate to your payments or to ensure that the Hotel
benefits directly or proportionately from such expenditures. We may create any
programs and allocate monies derived from Monthly Program Fees to any regions
or localities, as we consider appropriate in our sole business judgment. The
aggregate of Monthly Program Fees paid to us by System Hotels does not
constitute a trust or advertising fund and we are not a fiduciary with
respect to the Monthly Program Fees paid by you and other System Hotels. We are
not obligated to expend funds in excess of the amounts received from System
Hotels. If any interest is earned on unused Monthly Program Fees, we will use
the interest before using the principal. The Monthly Program Fee does not cover
your costs of participating in any optional marketing programs and promotions
offered by us in which you voluntarily choose to participate. These Monthly
Program Fees do not cover the cost of operating the Hotel in accordance with
the Standards.

e.
Inspections/Compliance Assistance.We will administer a quality assurance program for
the System that may include conducting periodic inspections of the Hotel and
guest satisfaction surveys and audits to ensure compliance with System
Standards. You will permit us to inspect the Hotel without prior notice to
determine if the Hotel is in compliance with the Standards. You will cooperate
fully with our representatives during these inspections. You will then take all
steps necessary to correct any deficiencies within the times we establish. You
may be charged a Quality Assurance Re-Evaluation Fee as set forth in the
Standards. You will provide complimentary accommodations for the quality
assurance auditor each time we conduct a regular inspection or a special
on-site quality assurance re-evaluation after the Hotel has failed a regular
quality assurance evaluation or to verify that deficiencies noted in a quality
assurance evaluation report or PIP have been corrected or completed by the
required dates.

f.
Manual.We
will issue to you or make available in electronic form the Manual and any
revisions and updates we may make to the Manual during the License Term. You
agree to ensure that your copy of the Manual is, at all times, current and up
to date. If there is any dispute as to your compliance with the provisions of
the Manual, the master copy of the Manual maintained at our principal office
will control.

g.
Equipment and Supplies.We will make available to you for use in the Hotel
various purchase, lease, or other arrangements for exterior signs, operating
equipment, operating supplies, and furnishings, which we make available to
other System Hotels.

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4.
Proprietary Rights

You
will not contest, either directly or indirectly during the License Term or
after termination or expiration of this Agreement: (i) our (and/or any
Entities) ownership of, rights to and interest in the System, Licensed Brand,
Marks and any of their elements or components, including present and future
distinguishing characteristics; (ii) our sole right to grant licenses to
use all or any elements or components of the System; (iii) that we (and/or
the Entities) are the owner of (or the licensee of, with the right to
sub-license) all right, title and interest in and to the Licensed Brand and the
Marks used in any form and in any design, alone or in any combination, together
with the goodwill they symbolize; and (iv) the validity or ownership of
the Marks. You acknowledge that these Marks have acquired a secondary meaning
which indicates that the Hotel, Licensed Brand and System are operated by or
with our approval. All improvements and additions to, or associated with, the
System, all Marks, and all goodwill arising from your use of the System and the
Marks, will inure to our benefit and become our property (or that of the
applicable Entities), even if you develop them. You will not apply for or
obtain any trademark or service mark registration of any of the Marks or any
confusingly similar marks in your name or on behalf of or for the benefit of
anyone else. You acknowledge that you are not entitled to receive any payment
or other value from us or from any of the Entities for any goodwill associated
with your use of the System or the Marks, or any elements or components of the
System.

5.
Trade Name, Use of the Marks

a.
Trade Name.The Hotel will be initially known by the Trade Name set forth in the Rider. We
may change the Trade Name, the Licensed Brand name and/or any of the Marks (but
not the Principal Mark), or the way in which any of them (including the
Principal Mark) are depicted, at any time at our sole option and at your
expense. You may not change the Trade Name without our specific prior written consent.
You acknowledge and agree that you are not acquiring the right to use any
service marks, copyrights, trademarks, trade dress, logos, designs, insignia,
emblems, symbols, slogans, distinguishing characteristics, trade names, domain
names or other marks or characteristics owned by us or licensed to us that we
do not specifically designate to be used in the System.

b.
Use of Trade Name and Marks.You will operate under the Marks, using the Trade
Name, at the Hotel. You will not adopt any other names or marks in operating
the Hotel without our approval. You will not use any of the Marks, or the word
Hilton, or other Network trademarks, trade names or service marks, or any
similar words or acronyms, in: (i) your corporate, partnership, business
or trade name except as we permit under this Agreement or the Standards;
(ii) any Internet-related name (including a domain name), except as we
permit under this Agreement or in the Standards; or (iii) any business
operated separately from the Hotel, including the name or identity of
developments adjacent to or associated with the Hotel. You agree that any
unauthorized use of the Marks will be an infringement of our rights and a
material breach of this Agreement.

c.
Trademark Disputes.You will immediately notify us of any infringement or dilution of or
challenge to your use of any of the Marks and will not, absent a court order or
our prior written consent, communicate with any other person regarding any such
infringement, dilution, challenge or claim. We will take the action we deem
appropriate with respect to such challenges and claims and have the sole right
to handle disputes concerning use of all or any part of the Marks or the
System. You will fully cooperate with us and any applicable Entity in these
matters. We do not reimburse your expenses incurred in cooperating with us or
the Entities in these matters. You appoint us as your exclusive
attorney-in-fact, to prosecute, defend and/or settle all disputes of this type
at our sole option. You will sign any documents we or the applicable Entity
believe are necessary to prosecute, defend or settle any dispute or obtain
protection for the Marks and the System and will assign to us any claims you
may have related to these matters. Our decisions as to the prosecution, defense
or settlement of the dispute will be final. All recoveries made as a result of
disputes regarding use of all or part of the System or the Marks will be for
our account.

d.
Web Sites.You may not register, own, maintain or use any Sites that relate to the Network
or the Hotel or that include the Marks. The only domain names, Sites, or Site
contractors that you may

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use relating to the
Hotel or this Agreement are those we assign or otherwise approve in writing.
You must also obtain our prior written approval concerning any third-party Site
in which the Hotel will be listed, any proposed links between such Site and any
other site (Linked Sites) and any proposed modifications to Sites and Linked
Sites. All Sites containing any of the Marks and any Linked Sites must
advertise, promote, and reflect on the Hotel and the System in a first-class,
dignified manner. Any use of the Marks on any Site must conform to our
requirements, including the identity and graphics Standards for all System
hotels. Given the changing nature of this technology, we have the right to
withhold our approval, and to withdraw any prior approval, and to modify our
requirements.

You acknowledge
that you may not, without a legal license or other legal right, post on your
Sites any material in which any third party has any direct or indirect
ownership interest (including, but not limited to, video clips, photographs,
sound bites, copyrighted text, trademarks or service marks, or any other text
or image in which any third party may claim intellectual property ownership
interests). You must incorporate on your Sites any information we require in
the manner we deem necessary to protect our Marks.

e.
Covenant.You agree, as a direct covenant with us and the Entities, that you will comply
with all of the provisions of this Agreement related to the manner, terms and
conditions of the use of the Marks and the termination of any right on your
part to use any of the Marks. Any non-compliance by you with this covenant or
the terms of this Agreement related to the Marks, or any unauthorized or
improper use of the System or the Marks, will cause irreparable damage to us
and/or to the Entities. If you engage in such non-compliance or unauthorized
and/or improper use of the System or the Marks during or after the License
Term, we and any of the applicable Entities, along with the successors and
assigns of each, separately or along with each other, will be entitled to both
temporary and permanent injunctive relief against you from any court of
competent jurisdiction, in addition to all other remedies we or the Entities
may have at law. You consent to the entry of such temporary and permanent
injunctions. You must pay all costs and expenses, including reasonable
attorneys fees, expert fees, costs and other expenses of litigation that we
and/or the Entities may incur in connection with your non-compliance with this
covenant.

6.
Your Responsibilities

In
addition to any other responsibilities and obligations you have under this
Agreement, you are responsible for performing the following obligations:

a.
Operational and Other Requirements.During the License Term, you must:

(1)
after the Opening Date, operate the Hotel twenty-four (24) hours a day;

(2)
operate the Hotel using the System, in compliance with this Agreement and the
Standards, and in such a manner to provide courteous, uniform, respectable and
high quality lodging and other services and conveniences to the public. You
acknowledge that, although we provide the Standards, you have exclusive
day-to-day control of the business and operation of the Hotel and we do not in
any way possess or exercise such control;

(3)
comply with System Standards, including our specifications for all supplies,
products and services, regarding (i) the types and levels of services,
amenities and products that must be used, promoted or offered in connection
with the Hotel and (ii) the purchase of products and services, including, but
not limited to, furniture, fixtures, equipment, food, operating supplies,
consumable inventories, merchandise for resale to be used at, and/or sold from,
the Hotel, in-room entertainment, computer networking, and any and all other
items used in the operation of the Hotel. We may require you to purchase a
particular brand of product. Unless we specify otherwise, you may purchase this
product from any authorized source of distribution; however, we reserve the
right, in our business judgment, to enter into exclusive purchasing
arrangements for particular products or services and to require that you
purchase products or services from approved suppliers or distributors;

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(4)
install, display, and maintain signage displaying or containing the Licensed
Brand name and other distinguishing characteristics in accordance with
Standards we establish for System Hotels;

(5)
comply with System Standards for the training of persons involved in the
operation of the Hotel, including completion by the General Manager and other
key personnel of the Hotel of a training program for operation of the Hotel
under the System, at a site we designate. You will pay us for all fees and
charges, if any, we require for your personnel to attend these training
programs. You will also be responsible for the wages, room, board and travel
expenses of your personnel;

(6)
purchase and maintain property management, revenue management, in-room
entertainment, telecommunications, high-speed internet access, and other
computer and technology systems we designate as System-wide (or area-wide)
programs based on our assessment of the long-term best interests of System
Hotels, considering the interest of the System as a whole;

(7)
advertise and promote the Hotel and related facilities and services on a local
and regional basis in a first-class, dignified manner, using our identity and
graphics Standards for all System Hotels, at your cost and expense. You must
submit to us for our approval samples of all advertising and promotional
materials that we have not previously approved (including any materials in
digital, electronic or computerized form or in any form of media that exists
now or is developed in the future) before you produce or distribute them. You
will not begin using the materials until we approve them. You must immediately
discontinue your use of any advertising or promotional material we believe in
our business judgment is not in the best interest of the Hotel or System, even
if we previously approved the materials;

(8)
participate in and pay all charges in connection with (i) all required System
guest complaint resolution programs, which programs may include chargebacks to
the Hotel for guest refunds or credits, and (ii) all required System quality
assurance programs, such as guest comment cards, customer surveys and mystery
shopper programs. You must maintain minimum performance Standards and scores
for quality assurance programs we establish;

(9)
honor all nationally recognized credit cards and credit vouchers issued for
general credit purposes that we require and enter into all necessary credit
card and voucher agreements with the issuers of such cards or vouchers;

(10)
participate in and use, on the terms in this Agreement and in the Standards,
the Reservation Service, including any additions, enhancements, supplements or
variants we develop or adopt, and honor and give first priority on available
rooms to all confirmed reservations referred to the Hotel through the
Reservation Service. The only reservation service or system you may use for
outgoing reservations referred by or from the Hotel to other Network Hotels
will be the Reservation Service or other reservation services we designate;

(11)
comply with Applicable Laws and, upon request, give evidence to us of
compliance;

(12)
participate in, and promptly pay all fees, commissions and charges associated
with, all travel agent commission programs and third-party reservation and
distribution services (such as airline reservation systems), all as required by
the Standards and in accordance with the terms of these programs, all of which
may be modified;

(13)
not engage, directly or indirectly, in any cross-marketing or cross-promotion
of the Hotel with any Other Hotel or related business, except as outlined in
this Paragraph, without our prior written consent, which we may be withhold or
condition in our business judgment. You agree to refer guests and customers,
wherever reasonably possible, only to System Hotels or Network Hotels. We may
require you to participate in programs designed to refer prospective customers
to Other Hotels. You must display all material, including brochures and
promotional material we provide for System Hotels and Network Hotels, and allow
advertising and promotion only of System Hotels and

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Network Hotels on
the Hotel Premises, unless we specifically direct you to include advertising or
promotion of Other Hotels;

(14)
treat as confidential the Standards, the Manual and all other Proprietary
Information. You acknowledge and agree that you: (i) do not acquire any
interest in the Proprietary Information other than the right to utilize the
same in the development and operation of the Hotel under the terms of this
Agreement; (ii) will not use the Proprietary Information in any business
or for any purpose other than in the development and operation of the Hotel
under the System; (iii) will maintain the absolute confidentiality of the
Proprietary Information during and after the License Term; (iv) will not
make unauthorized copies of any portion of the Proprietary Information; and
(v) will adopt and implement all procedures we may periodically establish
in our business judgment to prevent unauthorized use or disclosure of the
Proprietary Information, including restrictions on disclosure to employees and
the use of non-disclosure and non-competition clauses in agreements with
employees, agents and independent contractors who have access to the
Proprietary Information;

(15)
not become a Competitor, or permit your Affiliate to become a Competitor,
without our prior written consent. These restrictions apply irrespective of the
number of hotels owned, licensed or franchised by the Competitor under such
brand name, but we do not prohibit you (or your Affiliates) from: (i) owning a
minority interest in a Competitor so long as neither you nor any of your Affiliates
is a director or employee of the Competitor, provides services (including as a
consultant) to the Competitor or exercises or has the right to exercise,
control or influence over the business decisions of the Competitor; (ii) being
a franchisee or licensee of a Competitor; or (iii) managing a property for a
Competitor;

(16)
own fee simple title (or long-term ground leasehold interest, provided that
such interest has been granted to you by an unrelated third-party ground lessor
in an arms length transaction for a term equal to, or longer than, the License
Term) to the real property and improvements that comprise the Hotel, or
alternatively, at our request, cause the fee simple owner, or other third party
acceptable to us, to provide its guarantee covering all of your obligations
under this Agreement in form and substance acceptable to us;

(17)
maintain legal possession and control of the Hotel and Hotel Site for the term
of the Agreement and promptly deliver to us a copy of any notice of default you
receive from any mortgagee, trustee under any deed of trust, or ground lessor
for the Hotel, and upon our request, provide any additional information we may
request related to any alleged default or any subsequent action or proceeding
in connection with any alleged default;

(18)
refrain from directly or indirectly conducting, or permitting by lease,
concession arrangement or otherwise, gaming or casino operations in or
connected to the Hotel or on the Hotel Site; without our prior written consent,
which we may be withhold or condition in our business judgment;

(19)
refrain from directly or indirectly conducting or permitting the marketing or
sale of timeshares, vacation ownership, fractional ownership, condominiums or
like schemes at, or adjacent to, the Hotel without our written consent, which
we may withhold or condition in our business judgment; provided, however, that
this restriction will not prohibit you from directly or indirectly conducting
timeshare, vacation ownership, fractional ownership, or condominium sales or
marketing at and for any property located adjacent to the Hotel that is owned
or leased by you so long as: (i) you do not use any of the Marks in such sales
or marketing efforts; and (ii) you do not use the Hotel or its facilities in
such sales and marketing efforts or in the business operations of the adjacent
property;

(20)
participate in and pay all charges related to our marketing programs (in
addition to programs covered by the Monthly Program Fee), all guest frequency
programs we require; and any optional programs that you opt into. You must also
honor the terms of any discount or promotional programs (including any frequent
guest program) that we offer to the public on your behalf, any room rate quoted
to any guest at the time the guest makes an advance reservation, and any award
certificates issued to Hotel guests participating in these programs;

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(21)
maintain, at your expense, insurance of the types and in the minimum amounts we
specify in the Standards. All such insurance must be with insurers having the
minimum ratings we specify, name as additional insureds the parties we specify
in the Standards, and carry the endorsements and notice requirements we specify
in the Standards. If you fail or neglect to obtain or maintain the insurance or
policy limits required by this Agreement, we have the option, but not the
obligation, to obtain and maintain such insurance without notice to you, and
you will immediately upon our demand pay us the premiums and cost we incur in
obtaining this insurance;

(22)
refrain from sharing the business operations and Hotel facilities with any
Other Hotel, without our written consent, which we may withhold or condition in
our business judgment;

(23)
refrain from any activity which, in our business judgment, is likely to
adversely reflect upon or affect in any manner, any gaming licenses or permits
held by the Entities or the then current stature of any of the Entities with
any gaming commission, board, or similar governmental or regulatory agency, or
the reputation or business of any of the Entities;

(24)
notwithstanding anything to the contrary in this Agreement, refrain from
engaging in any tenant-in-common syndication or Transfer of any
tenant-in-common interest in the Hotel or the Hotel Site, without our express
written permission, which we may withhold at our sole option, and, if we grant
such permission, comply with the terms of such permission; and

(25)
promptly provide to us all information we reasonably request about you and your
Affiliates (including your respective beneficial owners, officers, directors,
shareholders, partners or members) and/or the Hotel, title to the property on
which the Hotel is constructed and any other property used by the Hotel. The
information requested may include, but not necessarily be limited to, financial
condition, credit information, personal and family background, business
background, litigation, indictments, criminal proceedings and the like.

b.
Hotel Refurbishment.In addition to the general requirement for you to operate the Hotel
according to our Standards, we may periodically require you to modernize,
rehabilitate and/or upgrade the Hotels fixtures, equipment, furnishings,
furniture, signs, computer hardware and software and related equipment,
supplies and other items to meet the then-current Standards. You will make
these changes at your sole cost and expense. Nothing in this
subparagraph will relieve you from the obligation to maintain acceptable
product quality ratings at the Hotel and maintain the Hotel in accordance with
the Standards at all times during the License Term. You may not make any change
in the number of approved Guest Rooms in the Rider or any other significant
change (including major changes in structure, design or decor) in the Hotel
without our prior written approval. Minor redecoration and minor structural
changes that comply with our Standards will not be considered significant.

c.
Staff and Management.You are at all times solely responsible for the management of the
Hotels business. You may fulfill this responsibility by providing:
(i) qualified and experienced management, which may be a third-party
Management Company; and (ii) a General Manager, each approved by us in
writing. You agree that we will have the right to communicate directly with the
Management Company and managers at the Hotel and that we may rely on the
communications of such managers or Management Company as being on your behalf.

You
represent and agree that you have not, and will not, enter into any
lease, management agreement or other similar arrangement for the operation of
the Hotel or any part of the Hotel with any person or entity without our prior
written consent. To be approved by us as the operator of the Hotel, you, any
proposed Management Company and any proposed General Manager must be qualified
to manage the Hotel. We may refuse to approve you, any proposed Management
Company or any proposed General Manager which, in our business judgment, is
inexperienced or unqualified in managerial skills or operating capacity or
capability or is unable to adhere fully to the obligations and requirements of
this Agreement. You understand that we reserve the right to not approve a
Competitor, or any entity that (through itself or its Affiliate) is the
exclusive manager for a Competitor, to manage the Hotel. If the

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Management Company becomes a Competitor or the Management Company and/or
the General Manager resigns or is terminated by you or otherwise becomes
unsuitable in our sole business judgment to manage the Hotel at any time during
the License Term, you will have ninety (90) days to retain a qualified
substitute Management Company and/or General Manager acceptable to us. Any
Management Company and/or General Manager must have the authority to perform
all of your obligations under this Agreement, including all indemnity and
insurance obligations. The engagement of a Management Company does not reduce
your obligations under this Agreement. In the case of any conflict between this
Agreement and any agreement with the Management Company or General Manager,
this Agreement prevails.

d.
Obligations of Prior Licensee.You acknowledge and agree that you are directly responsible
for, and will pay on demand, all fees and charges due and owing us and the
Entities related to the prior franchise license agreement for the Hotel if any
such fees and charges remain outstanding as of or accrue after the Effective
Date of this Agreement.

7. Fees

a.
Monthly Fees.Beginning on the Opening Date, you will pay to us for each month (or part of a
month, including the final month you operate under this Agreement) a Monthly
Royalty Fee and a Monthly Program Fee, each of which is set forth in the Rider.
The amount of the Monthly Program Fee is subject to change by us. Any change
may be established in the Standards, but any increase in the Monthly Program
Fee will not exceed one percent (1%) of the Hotels Gross Rooms Revenue during
the License Term.

b.
Calculation and Payment of Fees.The monthly fees will be calculated in accordance
with the accounting methods of the then current Uniform System of Accounts for
the Lodging Industry, or such other accounting methods as may otherwise be
specified by us in the Manual. Gross Rooms Revenue, as used in the calculation
of the Monthly Royalty Fee and the Monthly Program Fee under this Agreement,
means all revenues derived from the sale or rental of Guest Rooms (both
transient and permanent) of the Hotel, including revenue derived from the
redemption of points or rewards under the loyalty programs in which the Hotel
participates, amounts attributable to breakfast (where the guest room rate
includes breakfast), and guaranteed no-show revenue and credit transactions,
whether or not collected, at the actual rates charged, less allowances for any
Guest Room rebates and overcharges, and will not include taxes collected
directly from patrons or guests. In the event of fire or other insured casualty
that results in a reduction of Gross Rooms Revenue, you will determine and pay
us, from the proceeds of any business interruption or other insurance
applicable to loss of revenues, an amount equal to the forecasted Monthly
Program Fee and forecasted Monthly Royalty Fee, based upon the Gross Rooms
Revenue amount agreed upon between you and your insurance company, that would
have been paid to us in the absence of such casualty; provided however, we have
the right, at our request, to participate with you in the determination of the
forecasted Gross Rooms Revenue amount for purposes of calculating the Monthly
Program Fee and Monthly Royalty Fee. Group booking rebates, if any, paid by you
or on your behalf to third-party groups for group stays must be included
in, and not deducted from, the calculation of Gross Rooms Revenue. The Monthly
Royalty Fee and the Monthly Program Fee will be paid to us at the place and in
the manner we designate on or before the fifteenth (15th) day of each month and
will be accompanied by our standard schedule setting forth in reasonable detail
the computation of the Monthly Royalty Fee and Monthly Program Fee for such
month. There will be an annual adjustment within ninety (90) days after the end
of each operating year so that the total Monthly Royalty Fees and Monthly
Program Fees paid annually will be the same as the amounts determined by audit.
We reserve the right to require you to transmit the Monthly Royalty Fee and the
Monthly Program Fee and all other payments required under this Agreement by
wire transfer or other form of electronic funds transfer and to provide the
standard schedule in electronic form. You must bear all costs of wire transfer
or other form of electronic funds transfer or other electronic payment and reporting.

c.
Room Addition Fee.If you desire to add or construct additional Guest Rooms at the Hotel
at any time after the Opening Date of the Hotel under the Licensed Brand (Room Addition), before you enter into any
agreement to construct the Room Addition or begin constructing the Room
Addition, you

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must: (i) submit to
us a written request describing the proposed Room Addition and including any
information we may in our business judgment require to consider your request;
and (ii) along with your request, pay us a nonrefundable Room Addition Fee
equal to the then-prevailing per room Guest Room development fee charged for
new System Hotels, multiplied by the number of proposed additional Guest Rooms.
We will follow our then-current procedure for processing your Room Addition
request. As a condition to our granting approval of your Room Addition
Application, we may require you to modernize, rehabilitate or upgrade the Hotel,
subject to Subparagraph 6(b) of this Agreement, and to pay us our then
prevailing PIP Fee to prepare a PIP to determine the renovation requirements
for the Hotel. We may also require you to execute an amendment to this
Agreement covering the terms and conditions of the Room Addition, which may
include an estoppel and general release of claims against us, the Entities, and
related persons.

d.
Other Fees.You will timely pay all amounts due us or any of the Entities for any invoices
or for goods or services purchased by or provided to you or paid by us or any
of the Entities on your behalf, including pre-opening sales and operations
training.

e.
Taxes.If
any Gross Receipts Tax is imposed upon us or any of the Entities based on any
payments made by you related to this Agreement, then you must reimburse us or
the Entity for any such Gross Receipts Tax to ensure that the amount we or the
Entity retains, after paying the Gross Receipts Tax, equals the full amount of
the payments you are required to pay us or the Entity had such Gross Receipts
Tax not been imposed; provided that you will not be required to pay income
taxes payable by us or any Entity as a result of the net income relating to any
fees collected under this Agreement.

f.
Application of Fees.We may apply any amounts received from you to any amounts due under
this Agreement. Failure to pay any amount when due is a material breach of this
Agreement. Such unpaid amounts will accrue a service charge beginning on the
first day of the month following the due date of one and one-half percent (11⁄2%)
per month or the maximum amount permitted by Applicable Law, whichever is less.

8.
Reports, Records, Audits, and Privacy

a.
Reports. At
our request, you will prepare and deliver to us daily, monthly, quarterly and
annual Reports we require, prepared in the form, manner and within the time
frame we require. The Reports will contain all Operational Information we
require and will be certified as accurate in the manner we require. You will
also provide us any additional related Operational Information and Reports and
other information we may periodically request and permit us to inspect your
books and records at all reasonable times. At least monthly, you will prepare a
statement that will include all information concerning the Operational
Information. By the fifteenth (15th) day of each month, you will submit to us a
statement setting forth the Operational Information for the previous month and
reflecting the computation of the amounts then due under Paragraph 7, in
the form and detail we require.

b.
Maintenance of Records.In a manner and form satisfactory to us and using
accounting and reporting Standards we require in our business judgment, you
will: (i) prepare on a current basis (and preserve for no less than the greater
of four (4) years or our record retention requirements), complete and accurate
records concerning Gross Rooms Revenue and all financial, operating, marketing
and other aspects of the Hotel; and (ii) maintain an accounting system that
fully and accurately reflects all financial aspects of the Hotel and its
business. These records will include books of account, tax returns,
governmental reports, register tapes, daily reports, and complete quarterly and
annual financial statements (including profit and loss statements, balance
sheets and cash flow statements).

c.
Audit.We
may require you to have the Gross Rooms Revenue, fees or other monies due to us
computed and certified as accurate by a certified public accountant. During the
License Term and for two (2) years thereafter, we and our authorized agents
have the right to verify Operational Information required under this Agreement
by requesting, receiving, inspecting and auditing, at all reasonable times, any
and all records referred to above wherever they may be located (or elsewhere if
we request). If any inspection or audit reveals that you understated or
underpaid any payment due to us that is not fully offset

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by overpayments,
you will promptly pay to us the deficiency plus interest from the date each
payment was due until paid at a rate of one and one-half percent (11⁄2%) per
month or the maximum amount permitted by Applicable Law, whichever is less. If
the audit or inspection reveals that the underpayment is willful, or is for
five percent (5%) or more of the total amount owed for the period being
inspected, you will also reimburse us for all inspection and audit costs,
including reasonable travel, lodging, meals, salaries and other expenses of the
inspecting or auditing personnel. Our acceptance of your payment of any
deficiency will not waive any rights we may have as a result of your breach,
including our right to terminate this Agreement. If the audit discloses an
overpayment, we will credit this overpayment against your future payments due
under this Agreement, without interest, or if no future payments are due under
this Agreement, we will promptly pay you the amount of the overpayment without
interest.

d.
Ownership of Information.All Information and all revenues we derive from such
Information will be our property. You may use Information that you acquire from
third parties in operating the Hotel, such as Personal Information, at any time
during or after the License Term to the extent lawful and at your sole risk and
responsibility, but only in connection with operating the Hotel. The
Information will become our Proprietary Information which we may use for any
reason as we deem necessary, including making a financial performance
representation in our franchise disclosure documents.

e.
Privacy and Data Protection.You will: (i) comply with all applicable Privacy
Laws; (ii) comply with all Standards that relate to Privacy Laws and the
privacy and security of Personal Information; (iii) refrain from any action or
inaction that could cause us or the Entities to breach any Privacy Laws; (iv)
do and execute, or arrange to be done and executed, each act, document and
thing we deem necessary in our business judgment to keep us and the Entities in
compliance with the Privacy Laws; and (v) immediately report to us the theft or
loss of Personal Information (other than the Personal Information of your own
officers, directors, shareholders, employees or service providers).

9.
Indemnity

You
must, during and after the License Term, indemnify the Indemnified Parties
against, and hold them harmless from, all losses, costs, liabilities, damages,
claims, and expenses, including reasonable attorneys fees, expert fees, costs
and other expenses of litigation arising out of or resulting from: (i) any
claimed occurrence at the Hotel or arising from, as a result of, or in
connection with the development, construction or operation of the Hotel
(including the design, construction, financing, furnishing, equipment,
acquisition of supplies or operation of the Hotel in any way); (ii) any
bodily injury, personal injury, death or property damage suffered or claimed by
any guest, customer, visitor or employee of the Hotel; (iii) your alleged
or actual infringement or violation of any patent, mark or copyright or other
proprietary right owned or controlled by third parties; (iv) your alleged
or actual violation or breach of any contract (including any System-wide group
sales agreement), any Applicable Law, or any industry standard; (v) any
business conducted by you or a third party in, on or about the Hotel or its
grounds; (vi) any other of you or your Affiliates acts, errors, omissions or
obligations, or those of anyone associated or affiliated with you, your
Affiliates or the Hotel or in any way arising out of or related to this
Agreement; or (vii) your failure to comply with Subparagraph 16.l., including a
breach of the representations set forth therein. However, you do not have to
indemnify an Indemnified Party to the extent damages otherwise covered under
this Paragraph 9 are adjudged by a final, non-appealable judgment of a
court of competent jurisdiction to have been solely the result of the gross
negligence or willful misconduct of that Indemnified Party, and not any of the
acts, errors, omissions, negligence or misconduct of you or anyone related to
you or the Hotel. You may not rely on this exception to your indemnity
obligation if the claims were asserted against us or any other Indemnified
Party on the basis of: (i) theories of imputed or secondary liability,
such as vicarious liability, agency, or apparent agency; or (ii) our
failure to compel you to comply with the provisions of this Agreement,
including compliance with Standards, Applicable Laws or other requirements.

You
will also indemnify the Indemnified Parties for any claim for damages by reason
of the failure of any contractor, subcontractor, supplier or vendor doing
business with you relating to the Hotel to maintain adequate insurance as
required in the Standards.

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You
will give us written notice of any action, suit, proceeding, claim, demand,
inquiry or investigation involving an Indemnified Party within five (5) days of
your actual knowledge of it. At our election, you will defend us and/or the
Indemnified Parties against the same or we may elect to assume (but under no
circumstance will we be obligated to undertake) the defense and/or settlement
of the action, suit, proceeding, claim, demand, inquiry or investigation at
your expense and risk. We may obtain separate counsel of our choice if we
believe your and our interests may conflict. Our undertaking of defense and/or
settlement will in no way diminish your obligation to indemnify the Indemnified
Parties and to hold them harmless. You will also reimburse the Indemnified
Parties upon demand for all expenses, including reasonable attorneys fees,
expert fees, costs and other expenses of litigation, the Indemnified Parties
incur to protect themselves or to remedy your defaults. Under no circumstances
will the Indemnified Parties be required to seek recovery from third parties or
otherwise mitigate their losses to maintain a claim against you, and their
failure to do so will in no way reduce the amounts recoverable from you by the
Indemnified Parties.

Your
obligations under this Paragraph 9 will survive expiration or termination of
this Agreement.

10. Notice of
Intent to Market

Except
in the case of a Transfer governed by Subparagraph 11.b.(1) or 11.b.(2), below,
if you or an Affiliate that directly or indirectly Controls the Hotel and/or Controls
the entity that Controls the Hotel (the Controlling Affiliate), want to Transfer
by sale or lease or market for sale or lease all or part of your interest in
the Hotel or the Hotel Site, you or the applicable Controlling Affiliate must
first give us written notice of your intent to sell or lease the Hotel or Hotel
Site, concurrent with beginning your marketing efforts.

11.
Transfer

a.
Our Transfer.We may Transfer this Agreement or any of our rights, obligations, or assets
under this Agreement, by operation of law or otherwise, to any person or legal
entity without your consent. Any of the Entities may Transfer their ownership
rights in us or any of our parents or Affiliates, by operation of law or
otherwise, including by public offering, to any person or legal entity without
your consent. You acknowledge and agree that this Agreement is a license for
the Licensed Brand only and the programs that are unique to the Licensed Brand.
Therefore, if we Transfer or assign this Agreement, your right to use any
programs, rights or services related to or provided by the Entities or their
designees, including the Reservation Service, any guest frequency program not
unique to the Licensed Brand, and any Marks (except the principal name
identified in the Rider) may terminate. After our Transfer of this Agreement to
a third party who expressly assumes our obligations under this Agreement, we
will no longer have any performance or other obligations under this Agreement.

b.
Your Transfer.You understand and acknowledge that the rights and duties in this Agreement are
personal to you and that we are entering into this Agreement in reliance on
your business skill, financial capacity, and the personal character of you,
your officers, directors, partners, members, shareholders or trustees. A
Transfer by you of any Equity Interest, or this Agreement, or any of your
rights or obligations under this Agreement, or a Transfer by an Equity Owner is
prohibited other than as expressly permitted herein. You represent that as of
the Effective Date, the Equity Interests are directly and/or indirectly owned
as shown in the Rider.

(1)
Transfers That Do Not Require Notice to Us or Our Consent.The following Transfers will be
permitted, without giving us notice or receiving our consent, as long as they
meet the stated requirements.

(a)
Privately
Held Equity Interests: Less than 25% Change/No Change of Control. An
Equity Interest that is not publicly traded may be Transferred without notice
to us and without our consent, if after the transaction: (i) less than
twenty-five percent (25%) of the Equity Interest in the Licensee (excluding any
Transfer under Subparagraph 11.b.(1)(b) below) will have changed hands

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since the Effective
Date of this Agreement; and (ii) any such Transfer will not result in a change
of Control of the Licensee, the Hotel or the Hotel Site.

(b)
Publicly
Traded Equity Interests. A Publicly Traded Equity Interest may be
Transferred without notice to us and without our consent if the Transfer does
not result in a change in Control of the Licensee, the Hotel or the Hotel Site.

(2)
Other Permitted Transfers.We will permit the types of Transfers listed in this
Subparagraph 11.b.(2) (Permitted Transfers), on the conditions
stated, so long as (a) the proposed transferee is not a Specially Designated
National or Restricted or Blocked Person (as defined in Subparagraph 16.l.) or
a Competitor and (b) you or, if applicable, the transferring Affiliate or
Equity Owner: (i) give us sixty (60) days advance written notice of the
proposed Transfer (including the identity and contact information for any
proposed transferee and any other information we may in our business judgment
require in order to review the proposed Transfer and verify compliance with
this Paragraph 11; (ii) are not in default under this Agreement or any related
agreement; (iii) pay to us a nonrefundable processing fee of Three Thousand
Dollars ($3,000) with the Transfer request; (iv) follow our then-current
procedure for processing Permitted Transfers; and (v) execute any documents
required by the procedure for processing Permitted Transfers, which may include
an estoppel and general release of claims that you or the Equity Owner may have
against us, the Entities, and related persons.

(a)
Affiliate
Transfer. You or any Equity Owner named in the Rider as of the
Effective Date (or any transferee Equity Owner we subsequently approve) may
Transfer an Equity Interest or this Agreement to an Affiliate, as long as: (i)
any Transfer of an Equity Interest does not result in a change of Control of
the Licensee, the Hotel or the Hotel Site; (ii) in any Transfer of this
Agreement to an Affiliate, the Control of the Transferee Licensee is not
different from the Control of the transferring Licensee; and (iii) the Transfer
otherwise satisfies the conditions in this Subparagraph 11.b.(2).

(b)
Transfers
to Family Member or Trust.If you or any Equity Owner as of the
Effective Date (or any transferee Equity Owner we subsequently approve) are a
natural person, and desire to Transfer any Equity Interest or this Agreement to
a member of your (or any such Equity Owners) immediate family (i.e. spouse,
children, parents, siblings) or to a trust or trusts for your benefit (or the
benefit of the Equity Owner or the Equity Owners immediate family members), we
will consent to the Transfer provided that (i) such event does not result in a
change of Control of the Licensee, the Hotel or the Hotel Site, and (ii) the
Transfer otherwise satisfies the conditions in this Subparagraph 11.b.(2).

(c)
Transfer
Upon Death.Upon the death of a Licensee or Equity Owner who is a
natural person, this Agreement or the Equity Interest of the deceased Equity
Owner may Transfer in accordance with such persons will or, if such person dies
intestate, in accordance with laws of intestacy governing the distribution of
such persons estate without our consent, provided that: (i) the Transfer Upon
Death is to an immediate family member or to a legal entity formed by such
family member(s); and (ii) within one (1) year after the death, such family
member(s) or entity meet all of our then current requirements for an approved
applicant and the Transfer otherwise satisfies the conditions in this
Subparagraph 11.b.(2).

(d)
Bricks
and Mortar Transfer.If you or your Affiliate own the Hotel and/or
Hotel Site, you or your Affiliate may Transfer the Hotel and/or the Hotel Site
provided that after completion of the transaction, (i) you remain in full
compliance with this Agreement and all of its subparts; (ii) you retain the
management control of the Hotel operations; and the Transfer otherwise
satisfies the conditions in this Subparagraph 11.b.(2).

(e)
Privately
Held Equity Interests: 25% or Greater Change/No Change of Control.You
or any Equity Owner as of the Effective Date (or any transferee Equity Owner we
subsequently approve) may Transfer an Equity Interest even though, after the
completion of such conveyance, twenty-five percent (25%) or more cumulative
Equity Interest in Licensee will have changed hands since the Effective Date of
this Agreement, so long as (i) such event does not result in a change of

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Control of the
Licensee, the Hotel or the Hotel Site; (ii) you are not then in material
default under this Agreement; and (iii) the Transfer otherwise satisfies the
conditions in this Subparagraph 11.b.(2).

(3)
Change of Ownership Transfer.Any proposed Transfer that is not described in
Subparagraph 11.b.(1), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer.
You must give us at least sixty (60) days advance written notice of any
proposed Change of Ownership Transfer, including the identity and contact
information for any proposed Transferee Licensee or transferee Equity Owner(s)
and any other information we may in our business judgment require in order to
review and consent to the Transfer. The Transferee Licensee must submit to us a
Change of Ownership Application accompanied by payment of our then prevailing
development services fee. If you are remaining as Licensee, with a change of
Control, you or the transferee Equity Owner(s) must submit the Change of
Ownership Application and pay the fee. We may also require you or the
Transferee Licensee to pay the then prevailing PIP Fee for us to determine the
renovation requirements for the Hotel. If we approve the Change of Ownership
Transfer, we may require you (if there is no Transferee Licensee), or the
Transferee Licensee to pay any other applicable fees and charges we then impose
for new Licensed Brand franchise licenses.

We
will process the Change of Ownership Application in accordance with our then
current procedures, including review of criteria and requirements regarding
upgrading of the Hotel, credit, background investigation, operations abilities
and capabilities, prior business dealings, market feasibility, guarantees, and
other factors we consider relevant in our business judgment. We will have sixty
(60) days from our receipt of the completed and signed application to consent
or withhold our consent to the transferee Equity Owner(s), the Transferee
Licensee and/or Change of Ownership Transfer. During our review process, you
authorize us to communicate with the transferee Equity Owner(s), any Transferee
Licensee and any other necessary party and to provide to the transferee Equity
Owner(s), any Transferee Licensee any information we have about the Hotel and
the market in which the Hotel operates.

Our
consent to the Change of Ownership Transfer is subject to the following
conditions, all of which must be satisfied at or prior to the date of closing
the Transfer (Closing):

(a)
You are not in default of this Agreement or any related agreement;

(b)
We must receive, at or before Closing, payment of all amounts due to us or the
Entities through the date of Closing, along with your written agreement to
promptly pay any amounts that may become due after Closing related to your
operation of the Hotel prior to Closing;

(c)
You, the Transferee Licensee and/or transferee Equity Owner(s) must submit to
us all information related to the Transfer that we, in our business judgment,
require, including, but not limited to: (i) copies of any Transfer agreements;
(ii) copies of organizational documents; (iii) identity and description of the
proposed ownership; and (iv) financial statements and business information for
all participants in the proposed Transfer;

(d)
You must, if we so request, execute our then-current standard form of voluntary
termination agreement, which may include an estoppel and general release,
covering termination of this Agreement; and

(e)
You resolve to our satisfaction, or provide adequate security (including
security for your continuing indemnity obligations) for, any suit, action, or
proceeding pending or threatened against you or us with respect to the Hotel,
which may result in liability to us, including outstanding accounts payable to
third parties.

We
may withhold our consent to any proposed Change of Ownership Transfer if: (i)
any of the above conditions are not met to our satisfaction; (ii) you, the
Transferee Licensee or transferee Equity Owner(s) do not provide us with
information we, in our business judgment, require, in order to review and
consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if
applicable, the Transferee Licensee does not agree to execute a new franchise
license agreement with us (New

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License), which will be on our then
current form for the grant of new franchise licenses, contain our then
current license terms, and contain upgrading and other requirements, if any,
that we impose; (iv) any required Guarantor fails to execute our then-standard
form of guarantee of franchise license agreement; (v) you (if there is no
Transferee Licensee) or, if applicable, the Transferee Licensee fails to
provide evidence that insurance coverage, as required by the New License, will
be effective by the date of Closing; or (vi) the Transferee Licensee or a
transferee Equity Owner is a Specially Designated National, or Restricted or
Blocked Person (as defined in Subparagraph 16.l.) or a Competitor, or otherwise
fails to meet our then-current criteria for new licensees or Equity Owners.

(4)
Public Offering or Private Placement.Any public offering, private placement or other sale
of securities in the Licensee, the Hotel or the Hotel Site (Securities)
requires our consent. All materials required by any Applicable Law for the
offer or sale of those Securities must be submitted to us for review at least
sixty (60) days before the date you distribute those materials or file them
with any governmental agency, including any materials to be used in any offering
exempt from registration under any securities laws. You must submit to us a
non-refundable Five Thousand Dollar ($5,000) processing fee with the offering
documents and pay any additional costs we may incur in reviewing your
documents, including reasonable attorneys fees. Except as legally required to
describe the Hotel in the offering materials, you also may not use any of the
Marks or otherwise imply our participation or that of Hilton Worldwide or any
other Entity in or endorsement of any Securities or any Securities offering. We
will have the right to approve any description of this Agreement or of your
relationship with us, or any use of the Marks, contained in any prospectus,
offering memorandum or other communications or materials you use in the sale or
offer of any Securities. Our review of these documents will not in any way be
considered our agreement with any statements contained in those documents,
including any projections, or our acknowledgment or agreement that the
documents comply with any Applicable Laws.

You
may not sell any Securities unless you clearly disclose to all purchasers and
offerees that: (i) neither we, nor any Entity, nor any of our or their
respective officers, directors, agents or employees, will in any way be deemed
an Issuer or underwriter of the Securities, as those terms are defined in
applicable securities laws; and (ii) we, the Entities, and our respective
officers, directors, agents and employees have not assumed and will not have
any liability or responsibility for any financial statements, prospectuses or
other financial information contained in any prospectus or similar written or
oral communication. You must indemnify, defend and hold the Indemnified Parties
free and harmless of and from any and all liabilities, costs, damages, claims
or expenses arising out of or related to the sale or offer of any of your
Securities to the same extent as provided in Paragraph 9 of this
Agreement.

(5)
Other Transactions.

(a)
Mortgages
and Pledges to Lending Institutions. You or an Equity Owner may
mortgage or pledge the Hotel or an Equity Interest to a lender that finances
the acquisition, development or operation of the Hotel, without notifying us or
obtaining our consent, provided that (i) the proceeds are used for the direct
benefit of the Hotel, (ii) you or the applicable Equity Owner are the sole
borrower, and (iii) the loan is not secured by any other hotels or other
collateral. You must notify us of any other proposed mortgage or pledge,
including any collateral assignment of this Agreement, and obtain our consent,
which we may withhold in our business judgment. We will evaluate the proposed
mortgage or pledge according to our then-current procedure and standards for
processing such requests. As a condition to our consent, we may require, among
other things, that you (and/or the Equity Owner) and the lender execute a
lender comfort letter agreement in a form satisfactory to us that describes
our requirements on foreclosure, and may include an estoppel and general
release of claims that you or the Equity Owner may have against us, the
Entities, and related persons. We may charge a fee for our review of a proposed
mortgage or pledge and for the processing of a lender comfort letter.

(b) Commercial Leases.You may lease or sublease
commercial space in the Hotel, or enter into concession arrangements for
operations in connection with the Hotel, in the ordinary course of business,
subject to our right to review and approve the nature of the proposed business
and the proposed brand and concept, all in keeping with our then current
Standards for System Hotels.

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12.
Condemnation and Casualty

a.
Condemnation.You must immediately inform us of any proposed taking of any portion of the
Hotel by eminent domain. If, in our business judgment, the taking is
significant enough to render the continued operation of the Hotel in accordance
with System Standards and guest expectations impractical, then we may terminate
this Agreement upon written notice to you. You will take all necessary steps to
permit us to participate in the proceeds of an eminent domain proceeding and/or
any insurance proceeds applicable to the condemnation. If such taking, in our
business judgment, does not require the termination of the Hotel, then you will
make all necessary repairs to make the Hotel conform to its condition,
character and appearance immediately before such taking, according to plans and
specifications approved by us. You will take all measures to ensure that the
resumption of normal operations at the Hotel is not unreasonably delayed.

b.
Casualty.You must immediately inform us if the Hotel is damaged by fire or other
casualty. If the damage or repair requires closing the Hotel, you may choose to
repair or rebuild the Hotel according to System Standards, provided you:
(i) begin reconstruction within four (4) months after closing; and
(ii) reopen the Hotel for continuous business operations as soon as
practicable (but in any event no later than one (1) year after the closing of
the Hotel), giving us at least thirty (30) days notice of the projected date of
reopening. Until we determine that the Hotel can be re-opened as a System
Hotel, the Hotel will not promote itself as a System Hotel or otherwise
identify itself with any of the Marks without our prior written consent. You
and we each have the right to terminate this Agreement if you elect not to
repair or rebuild the Hotel as set forth above in this Paragraph 12,
provided the terminating party gives the other party sixty (60) days written
notice, in which case we will not require you to pay Liquidated Damages; provided
however, if after the termination notice and before the expiration of three (3)
years thereafter or the natural expiration of the License Term, whichever is
earlier, you, or any of your Affiliates, have a controlling interest in and/or
operate a hotel at this Hotel Site and that hotel is not operated under a
license or franchise from one of the Entities, then you must pay us the
Liquidated Damages upon our demand. You will take all necessary steps to permit
us to participate in any insurance proceeds applicable to the business
interruption due to the casualty.

c.
No Extensions of Term. Nothing in this Paragraph 12 will extend the License Term.

13.
Term of License

Unless
terminated earlier, this Agreement will expire without notice on the date set
forth in the Rider. You acknowledge and agree that this Agreement is
non-renewable and that this Agreement confers upon you absolutely no rights of
license renewal or extension whatsoever following the expiration of the License
Term.

14.
Termination by Us

a.
Termination with Opportunity to Cure.We may terminate this Agreement by written notice to you at any time
before its expiration on any of the following grounds:

(1)
You fail to pay us any sums due and owing to us or the Entities under this
Agreement within the cure period set forth in the notice;

(2)
You fail to comply with any provision of this Agreement, the Manual or any
System Standard and do not cure that default within the cure period set forth
in the notice; or

(3)
You do not purchase or maintain insurance required by this Agreement or do not
reimburse us for our purchase of insurance on your behalf.

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b.
Immediate Termination by Us.We may immediately terminate this Agreement upon
notice to you and without any opportunity to cure the default if:

(1)
After curing any material breach of this Agreement or the Standards, you engage
in the same non-compliance within any consecutive twenty-four (24) month
period, whether or not the non-compliance is corrected after notice, which
pattern of non-compliance in and of itself will be deemed material;

(2)
We send you three notices of material default in any twelve (12) month period,
regardless of whether the defaults have been cured;

(3)
You or any Guarantor fail to pay debts as they become due or admit in writing
your inability to pay your debts or you make a general assignment for the
benefit of your creditors;

(4)
You: (i) file a voluntary petition in bankruptcy or any pleading seeking any
reorganization, liquidation, or dissolution under any law, or you admit or fail
to contest the material allegations of any such pleading filed against you or
the Hotel, and the action results in the entry of an order for relief against
you under the Bankruptcy Code, the adjudication of you as insolvent, or the
abatement of the claims of creditors of you or the Hotel under any law; or (ii)
have an order entered against you appointing a receiver for the Hotel or a
substantial part of your or the Hotels assets; or (iii) make an assignment for
the benefit of creditors, or similar disposition of the assets of the Hotel;

(5)
You or any Guarantor lose possession or the right to possession of all or a
significant part of the Hotel or Hotel Site, whether through foreclosure,
foreclosure of any lien, trust deed, or mortgage, loss of lease, or for any
other reason apart from those described in Paragraph 12;

(6)
You fail to operate the Hotel for five (5) consecutive days, unless the failure
to operate is due to fire, flood, earthquake or similar causes beyond your
control, provided that you have taken reasonable steps to minimize the impact
of such events;

(7)
You contest in any court or proceeding our ownership of the System or any part
of the System or the validity of any of the Marks;

(8)
You or any Equity Owners with a controlling Equity Interest are or have been
convicted of a felony or any other offense or conduct, if we determine in our
business judgment it is likely to adversely reflect upon or affect the Hotel,
the System, us and/or any Entity;

(9)
You conceal revenues, maintain false books and records of accounts, submit
false reports or information to us or otherwise attempt to defraud us;

(10)
You, your Affiliate, or your Guarantor become a Competitor without our prior
written consent;

(11)
You Transfer any interest in yourself, this Agreement, the Hotel or the Hotel
Site, other than in compliance with Paragraph 11 and its subparts;

(12)
You or a Guarantor become a Specially Designated National or Restricted or
Blocked Person or are owned or controlled by a Specially Designated National or
Restricted or Blocked Person or fail to comply with the provisions of
Subparagraph 16.l., including a breach of the representations set forth
therein;

(13)
Information involving you or your Affiliates, whether provided by you or
obtained through our own investigation, discloses facts concerning you or your
Affiliates, including your or your Affiliates respective officers, directors,
shareholders, partners or members, and/or the Hotel, or title to the property
over which the Hotel is constructed or any other property used by the Hotel,
including leased commercial space, which, in our business judgment, is likely
to adversely reflect upon or affect in any

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manner, any gaming
licenses or permits held by the Entities or the then current stature of any of
the Entities with any gaming commission, board, or similar governmental or
regulatory agency, or the reputation or business of any of the Entities;

(14)
Any Guarantor breaches its guarantee, or any guarantee fails to be a continuing
obligation fully enforceable against the person(s) signing the guarantee, or if
there is any inadequacy of the guarantee or Guarantor, and the Guarantor fails
to provide adequate assurances to us as we may request; or

(15)
a threat or danger to public health or safety results from the construction,
maintenance, or operation of the Hotel.

c.
Suspension/Interim Remedies by Us.If you are in default of this Agreement, we may
elect to postpone termination and impose an Interim Remedy, including the
suspension of our obligations under this Agreement and/or our or the Entities
obligations under any other of Your Agreements:

(1)
We may suspend the Hotel from the Reservation Service and any reservation
and/or website services provided through or by us. We may remove the listing of
the Hotel from any directories or advertising we publish. If we suspend the
Hotel from the Reservation Service, we may divert reservations previously made
for the Hotel to other System Hotels or Network Hotels.

(2)
We may disable all or any part of the software provided to you under Your
Agreements and/or may suspend any one or more of the information technology
and/or network services that we provide or support under Your Agreements.

(3)
We may charge you for costs related to suspending or disabling your right to
use any software systems or technology we provided to you, together with
intervention or administration fees as set forth in the Standards after the
date of our notice of default.

(4)
You agree that our exercise of the right to elect Interim Remedies will not
result in actual or constructive termination or abandonment of this Agreement
and that our decision to elect Interim Remedies is in addition to, and apart
from, any other right or remedy we may have in this Agreement. If we exercise
the right to elect Interim Remedies, the exercise will not be a waiver of any
breach by you of any term, covenant or condition of this Agreement. You will
not be entitled to any compensation, including repayment, reimbursement, refund
or offsets, for any fees, charges, expenses or losses you may directly or
indirectly incur by reason of our exercise and/or withdrawal of any Interim
Remedy.

d.
Liquidated Damages upon Termination.You acknowledge that the premature termination of
this Agreement will cause substantial damage to us, the actual amount of which
will be difficult to determine. Therefore, if we terminate this Agreement under
Subparagraph 14.a. or 14.b. as a result of your breach of this Agreement, or if
you owe Liquidated Damages pursuant to Subparagraph 12.b. of this Agreement, or
if you unilaterally terminate this Agreement, you will pay us Liquidated
Damages for the premature termination of the Agreement. You will owe Liquidated
Damages in addition to any outstanding fees and charges owed to us or any of
the Entities accruing through the date of termination. Payment of Liquidated
Damages is due the earlier of thirty (30) days following termination or the
Closing of any Change of Ownership transaction in which a New License is not
entered into; except that, if Liquidated Damages become due pursuant to
Paragraph 12.b., payment is due thirty (30) days after our demand. Nothing in this
Paragraph gives you any right to terminate this Agreement, but provides for the
calculation of damages in the event you do so.

You
agree that Liquidated Damages are not a penalty and represent a reasonable
estimate of the minimum just and fair compensation for the damages we will
suffer as the result of your failure to operate the Hotel as a System Hotel in
compliance with this Agreement for the full License Term, assuming that we
would be able to replace the Hotel in the market within a reasonable time.

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Liquidated
Damages for premature termination will be calculated by adding the result of
(1) plus the result of (2) where:

(1)
is calculated by multiplying the average monthly Gross Rooms Revenue of the
Hotel for the twenty-four (24) full calendar-month period immediately before
the month of termination by the Monthly Royalty Fee percentage under this
Agreement, without applying any discount to the standard fee percentage (this
product being the Average Monthly Royalty Fees), then
multiplying the Average Monthly Royalty Fees by thirty-six (36), or by such
lesser multiple as would represent the remaining full or partial months between
the date of termination and the expiration of the License Term. If the Hotel
has been open and operating as a System Hotel for less than twenty-four (24)
months, then we will multiply thirty-six (36) by the greater of (i) the Average
Monthly Royalty Fees from the date the Hotel opened as a System Hotel through
the month immediately before the month of termination, or (ii) the product of
the average Monthly Gross Rooms Revenue per Guest Room of all System Hotels in
operation in the US over the twelve (12) full calendar-month period immediately
before the month of termination, times the Monthly Royalty Fee percentage under
this Agreement (without applying any discount to the standard fee percentage)
multiplied by the number of Guest Rooms in the Hotel; and

(2)
is calculated by multiplying the average monthly Gross Rooms Revenue of the
Hotel for the twenty-four (24) full calendar-month period immediately before
the month of termination by the Monthly Program Fee percentage under this
Agreement, without applying any discount to the standard fee percentage (this
product being the Average Monthly Program Fees), then
multiplying the Average Monthly Program Fees by twelve (12), or by such lesser
multiple as would represent the remaining full or partial months between the
date of termination and the expiration of the License Term. If the Hotel has
been open and operating as a System Hotel for less than twenty-four (24)
months, then we will multiply twelve (12) by the greater of (i) the Average
Monthly Program Fees from the date the Hotel opened as a System Hotel through
the month immediately before the month of termination, or (ii) the product of
the average Monthly Gross Rooms Revenue per Guest Room of all System Hotels in
operation in the US over the twelve (12) full calendar-month period immediately
before the month of termination, times the Monthly Program Fee percentage under
this Agreement (without applying any discount to the standard fee percentage)
multiplied by the number of Guest Rooms in the Hotel.

e. Actual Damages Under Special Circumstances.
You recognize that the Liquidated Damages described in Subparagraph 14.d. may
be inadequate to compensate us for additional harm we may suffer, by reason of
greater difficulty in re-entering the market, competitive damage to the System
or the Network, damage to goodwill of the Marks, and other similar harm, under
the following circumstances: (i) within twelve (12) months of each other, seven
(7) or more franchise license agreements for the Licensed Brand between
yourself (or any of your Affiliates) and us (or any of our Affiliates)
terminate before their expiration date either because you (or any of your
Affiliates) unilaterally terminate the agreements or because we or any of our
Affiliates terminate the agreements as a result of your or your Affiliates
breach or default or (ii) this Agreement terminates automatically or is
terminated by us (or any of our Affiliates) following an unapproved Transfer
either to a Competitor or to a buyer that converts the Hotel to a Competitor
hotel within two (2) years from the date this Agreement terminates. In any of
these circumstances, we reserve the right to seek actual damages in lieu of
Liquidated Damages. For purposes of this subparagraph only, Licensed Brand
includes Hampton Inn and Hampton Inn & Suites.

f.
Your Obligations upon Termination or Expiration.On termination or expiration of
this Agreement you will:

(1)
immediately pay all sums due and owing to us or any of the Entities, including
any expenses incurred by us in obtaining injunctive relief for the enforcement
of this Agreement;

(2)
immediately cease operating the Hotel as a System Hotel and cease using the
System;

(3)
immediately cease using the Marks, the Trade Name, and any confusingly similar
names, marks, trade dress systems, insignia, symbols, or other rights,
procedures, and methods. You

22

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November 2010 - Hampton

---



will deliver all
goods and materials containing the Marks to us and we will have the sole and
exclusive use of any items containing the Marks. You will immediately make any
specified changes to the location as we may reasonably require for this
purpose, which will include removal of the signs, custom decorations, and
promotional materials;

(4)
immediately cease representing yourself as then or formerly a System Hotel or
affiliated with the Licensed Brand or the Network;

(5)
immediately return all copies of the Manual and any other Proprietary
Information to us;

(6)
immediately cancel all assumed name or equivalent registrations relating to
your use of any Mark, notify the telephone company and all listing agencies and
directory publishers including Internet domain name granting authorities,
Internet service providers, global distribution systems, and web search engines
of the termination or expiration of your right to use the Marks, the Trade
Name, and any telephone number, any classified or other telephone directory
listings, Internet domain names, uniform resource locators, website names,
electronic mail addresses and search engine metatags and keywords associated
with the Hotel, and authorize their transfer to us; and

(7)
irrevocably assign and transfer to us (or to our designee) all of your right,
title and interest in any domain name listings and registrations that contain
any reference to our Marks, System, Network or Licensed Brand; notify the
applicable domain name registrars of the termination of your right to use any
domain name or Sites associated with the Marks or the Licensed Brand; and
authorize and instruct the cancellation of the domain name, or transfer of the
domain name to us (or our designee), as we specify. You will also delete all
references to our Marks, System, Network or Licensed Brand from any Sites you
own, maintain or operate beyond the expiration or termination of this
Agreement.

15.
Relationship of Parties

a.
No Agency Relationship.You are an independent contractor. Neither of us is
the legal representative or agent of the other or has the power to obligate the
other for any purpose. You acknowledge that we do not supervise or direct your
daily affairs and that you have exclusive control over your daily affairs. You
expressly acknowledge that we have a business relationship based entirely on,
and defined by, the express provisions of this Agreement and that no
partnership, joint venture, agency, fiduciary or employment relationship is
intended or created by reason of this Agreement.

b.
Notices to Public Concerning Your Independent Status.All contracts for the Hotels
operations and services at the Hotel will be in your name or in the name of
your Management Company. You will not enter into or sign any contracts in our
name or any Entitys name or using the Marks or any acronyms or variations of
the Marks. You will disclose in all dealings with the public, suppliers and
third parties that you are an independent entity and that we have no liability
for your debts.

16.
Miscellaneous

a.
Severability and Interpretation.If any provision of this Agreement is held to be
unenforceable, void or voidable, that provision will be ineffective only to the
extent of the prohibition, without in any way invalidating or affecting the
remaining provisions of this Agreement, and all remaining provisions will
continue in effect, unless the unenforceability of the provision frustrates the
underlying purpose of this Agreement. If any provision of this Agreement is
held to be unenforceable due to its scope, but may be made enforceable by
limiting its scope, the provision will be considered amended to the minimum
extent necessary to make it enforceable. This Agreement will be interpreted
without interpreting any provision in favor of or against either of us by
reason of the drafting of the provision, or either of our positions relative to
the other. Any covenant, term or provision of this Agreement that provides for
continuing obligations after the expiration or termination of this Agreement
will survive any expiration or termination.

23

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November 2010 - Hampton

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b.
Governing Law, Jurisdiction and Venue.We each agree that the State of New York has a deep
and well developed history of business decisional law. For this reason, we each
agree that except to the extent governed by the United States Trademark Act of
1946 (Lanham Act; 15 U.S.C. ¶ 1050 et seq.), as amended, this Agreement will be
construed in accordance with, and all disputes between us (whether in contract,
tort, or otherwise) arising out of or related to this Agreement, any breach of
this Agreement, or the relationship between us, will be governed by, the laws
of the State of New York without recourse to New York (or any other) choice of
law or conflicts of law principles. If, however, any provision of this
Agreement would not be enforceable under the laws of the State of New York, and
if the Hotel is located outside of New York and the provision would be
enforceable under the laws of the state in which the Hotel is located, then the
provision in question (and only that provision) will be interpreted and
construed under the laws of that state. Nothing in this paragraph is intended
to invoke the application of any franchise, business opportunity, antitrust,
implied covenant, unfair competition, fiduciary or any other doctrine of law
of the State of New York or any other state that would not otherwise apply
absent this Subparagraph 16.b.

You
agree that any action brought by you against us arising out of or related to
this Agreement, any breach of this Agreement, or the relationship between us, must
be brought in the U.S. District Court for the Eastern District of Virginia, in
Alexandria, Virginia or if that court lacks subject matter jurisdiction, then
in a court of competent jurisdiction whose jurisdiction includes either Fairfax
County, Virginia or New York, New York. Any action brought by us or any Entity
against you arising out of or related to this Agreement, any breach of this
Agreement, or the relationship between us, may be brought by us in the U.S. District
Court for the Eastern District of Virginia, in Alexandria, Virginia or if that
court lacks subject matter jurisdiction, then in any court of competent
jurisdiction whose jurisdiction includes either Fairfax County, Virginia or New
York, New York, or the county and state where the Hotel is located. You consent
to personal jurisdiction and venue in each of these jurisdictions and waive,
and agree never to assert, move or otherwise claim that the venue in any of
these jurisdictions is for any reason improper, inconvenient, prejudicial or
otherwise inappropriate (including any claim under the judicial doctrine of forum non
conveniens).

c.
Exclusive Benefit.This Agreement is exclusively for our and your benefit, and none of the
obligations of you or us in this Agreement will run to, or be enforceable by,
any other party (except for any rights we assign or delegate to one of the
Entities or covenants in favor of the Entities, which rights and covenants will
run to and be enforceable by the Entities or their successors and assigns) or
give rise to liability to a third party, except as otherwise specifically set
forth in this Agreement.

d.
Entire Agreement/Amendment/Waiver.You and we acknowledge that each of us wants all
terms of this business relationship defined in this written Agreement, and that
neither of us wants to enter into a business relationship with the other in
which any terms or obligations are subject to any oral statements or in which
oral statements serve as the basis for creating rights or obligations different
than or supplementary to the rights and obligations set forth in this
Agreement. Therefore, you and we agree that this Agreement and all of its
attachments, documents, schedules, exhibits, and any other information
specifically incorporated into this Agreement by reference: (i) will be construed
together as the entire agreement between you and us in respect to the Hotel and
any other aspect of the relationship between you and us; and (ii) will
supersede and cancel any prior and/or contemporaneous discussions or writings
(whether described as representations, inducements, promises, agreements or by
any other term) between you and us. You acknowledge that: (i) no officer,
employee, or other servant or agent of ours is authorized to make any
representation, warranty, or other promise not contained in this Agreement;
(ii) no claims, representations or warranties of earnings, sales, profits,
success or failure of the Hotel have been made to you; and (iii) you have not
relied on any such communications in entering into this Agreement. No change,
termination, or attempted waiver or cancellation of any provision of this
Agreement will bind us unless in writing, specifically designated as an
amendment or waiver, and signed by one of our officers. We may condition our
agreement to any amendment or waiver on receiving from you, in a form
satisfactory to us, an estoppel and general release of claims that you may have
against us, the Entities, and related parties. No failure by us or by any of
the Entities to exercise any power given us under this Agreement or to insist
on strict compliance by you with any of your obligations, and no custom or
practice at variance with the terms of this Agreement, will be considered a
waiver of our or any Entitys right to

24

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Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

---



demand exact
compliance with the terms of this Agreement. Nothing in this Subparagraph 16.d.
disclaims any representation made in the Franchise Disclosure Document provided
to you for the Licensed Brand in connection with the offer of this Agreement.

e.
Consent; Business Judgment.Wherever our consent or approval is required in this
Agreement, unless the provision specifically indicates otherwise, we have the
right to withhold our approval at our option, in our business judgment, taking
into consideration our assessment of the long-term interests of the System
overall. We may withhold any and all consents or approvals required by this
Agreement if you are in default or breach of this Agreement. Our approvals and
consents will not be effective unless given in writing and signed by one of our
duly authorized representatives. In no event may you make any claim for money
damages based on any claim that we have unreasonably withheld or delayed any
consent or approval to a proposed act by you under the terms of this Agreement.
You also may not claim damages by way of set-off, counterclaim or defense for
our withholding of consent. Your sole remedy for the claim will be an action or
proceeding to enforce the provisions of this Agreement by specific performance
or by declaratory judgment.

f.
Notices.Notices under this Agreement must be in writing and
must be delivered in person, by prepaid overnight commercial delivery service,
or by prepaid overnight mail, registered or certified, with return-receipt
requested, addressed as follows: Notices to us must be sent to us at 7930 Jones
Branch Drive, Suite 1100, McLean, VA 22102, ATTN: General Counsel. We will send
notices to your address set forth in the Rider. If you want to change the name
or address for notice to you, you must do so in writing, signed by you or your
duly authorized representative, designating a single address for notice, which
may not be a P.O. Box, in compliance with this subparagraph. notice will be
deemed effective upon the earlier of: 1) receipt or first refusal of delivery;
2) one day after posting if sent via overnight commercial delivery service or
overnight United States Mail; or 3) three days after placement in the United
States mail if overnight delivery is not available to the notice address.

g.
General Release.With the exception of claims related to representations contained in
the Franchise Disclosure Document for the Licensed Brand, you, on your own
behalf and on behalf of, as applicable, your officers, directors, managers,
employees, heirs, administrators, executors, agents and representatives and
their respective successors and assigns hereby release, remise, acquit and
forever discharge us and the Entities and our and their respective officers,
directors, employees, managers, agents, representatives and their respective
successors and assigns from any and all actions, claims, causes of action,
suits, rights, debts, liabilities, accounts, agreements, covenants, contracts,
promises, warranties, judgments, executions, demands, damages, costs and
expenses, whether known or unknown at this time, of any kind or nature,
absolute or contingent, existing at law or in equity, on account of any matter,
cause or thing whatsoever that has happened, developed or occurred before you
sign and deliver this Agreement to us. This release will survive the
termination of this Agreement.

h.
Remedies Cumulative.The remedies provided in this Agreement are cumulative. These remedies
are not exclusive of any other remedies that you or we may be entitled in case
of any breach or threatened breach of the terms and provisions of this
Agreement.

i.
Economic Conditions Not a Defense.Neither general economic downturn or conditions nor
your own financial inability to perform the terms of this Agreement will be a
defense to an action by us or one of the Entities for your breach of this
Agreement.

j.
Representations and Warranties.You warrant, represent and agree that all statements
in the your application, submitted to us in anticipation of this Agreement, and
all other documents and information submitted to us by you or on your behalf
are true, correct and complete as of the date of this Agreement. You further
represent and warrant to us that:

| |     |                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | you have independently
 investigated the risks of operating a hotel under the Licensed Brand,
 including current and potential market conditions and competitive factors and
 risks, and have made an independent evaluation of all such matters and reviewed
 our Franchise Disclosure Document, if applicable;

25

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Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

---



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | neither we nor our representatives
 have made any promises, representations or agreements other than those provided
 in the Agreement or in our Franchise Disclosure Document provided to you in
 connection with the offer of this Agreement, if applicable, and you
 acknowledge that you are not relying on any promises, representations or
 agreements about us or the franchise not expressly contained in this
 Agreement in making your decision to sign this Agreement;
| | (iii) | you have the full legal power
 authority and legal right to enter into, perform and observe this Agreement;                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)  | this Agreement constitutes a
 legal, valid and binding obligation of Licensee and your entry into,
 performance and observation of this Agreement will not constitute a breach or
 default of any agreement to which you are a party or of any Applicable Law;                                                                                                                                                                                                                  
| | (v)   | if you are a corporation, limited
 liability company, or other entity, you are, and throughout the License Term
 will be, duly formed and validly existing, in good standing in the state in
 which you are organized, and are and will be authorized to do business in the
 state in which the Hotel is located;                                                                                                                                                               
| | (vi)  | no Equity Interest has been
 issued, converted to, or is held as, bearer shares or any other form of
 ownership, for which there is no traceable record of the identity of the
 legal and beneficial owner of such Equity Interest.                                                                                                                                                                                                                                             

You
hereby indemnify and hold us harmless from any breach of these representations
and warranties. These warranties and representations will survive the
termination of this Agreement.

k.
Counterparts.This Agreement may be signed in counterparts, each of which will be considered
an original.

l.
Restricted Persons and Anti-bribery Representations and Warranties.You represent and warrant to us and
the Entities that you (including your directors and officers, senior management
and shareholders (or other persons) having a controlling interest in you), and
the owner of the Hotel or the Hotel Site are not, and are not owned or
controlled by, or acting on behalf of, any of the following Restricted Persons: (1) the government of
any country that is subject to an embargo imposed by the United States
government; (2) individuals or entities (collectively, Persons) located in or organized under the
laws of any country that is subject to an embargo imposed by the United States
government; (3) Persons ordinarily resident in any country that is subject to
an embargo imposed by the United States government; or (4) Persons identified
from time to time by any government or legal authority under Applicable Laws as
a Person with whom dealings and transactions by us or the Entities are
prohibited or restricted, including Persons designated on the U.S. Department
of the Treasurys Office of Foreign Assets Control (OFAC) List of Specially
Designated Nationals and Other Blocked Persons (including terrorists and
narcotics traffickers); and similar restricted party listings, including those
maintained by other governments pursuant to applicable United Nations, regional
or national trade or financial sanctions. You will notify us in writing
immediately upon the occurrence of any event which would render the foregoing
representations and warranties of this Subparagraph 16.l. incorrect.

You
further represent and warrant to us and the Entities that you will not directly
or indirectly pay, offer, give or promise to pay or authorize the payment of
any monies or other things of value to:

| |     |                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | an official or employee of a
 government department, agency or instrumentality, state-owned or
 controlled enterprise or public international organization;
| | (b) | any political party or candidate
 for political office; or                                                                                                 
| | (c) | any other person at the
 suggestion, request or direction or for the benefit of any of the
 above-described persons and entities                           

if any such
payment, offer, act or authorization is for purposes of influencing official
actions or decisions or securing any improper advantage in order to obtain or
retain business, or engaging in acts or transactions otherwise in violation of
any applicable anti-bribery legislation.

26

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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m.
Attorneys Fees and Costs.If either party is required to employ legal counsel
or to incur other expenses to enforce any provision of this Agreement or defend
any claim by the other, then the prevailing party in any resulting dispute will
be entitled to recover from the non-prevailing party the amount of all
reasonable fees of attorneys and experts, court costs, and all other expenses
incurred in enforcing such obligation or in defending against such claim,
demand, action, or proceeding.

n.
Interest.Any sum owed to us or the Entities by you or paid by us or the Entities on your
behalf will bear interest from the date due until paid by you at the rate of
eighteen percent (18%) per annum or, if lower, the maximum lawful rate.

o.
Successors and Assigns.The terms and provisions of this Agreement will
inure to the benefit of and be binding upon the permitted successors and
assigns of the parties.

p.
Our Delegation of Rights and Responsibility.In addition to the rights granted to
us in Paragraph 3 and Subparagraph 11.a., we reserve the right to delegate to
one or more of the Entities at any time, any and all of our rights, obligations
or requirements under this Agreement, and to require that you submit any
relevant materials and documents otherwise requiring approval by us under this
Agreement to such Entity, in which case approval by such Entity will be
conclusively deemed to be approval by us. During the period of such delegation
or designation, any act or direction by such Entity with respect to this
Agreement will be deemed the act or direction of us. We may revoke any such
delegation or designation at any time. You acknowledge and agree that such
delegation may result in one or more of the Entities which operate, license, or
otherwise support brands other than the Licensed Brand, exercising or
performing on our behalf any or all rights, obligations or requirements under
this Agreement or performing shared services on our behalf.

17.
WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES

a.
IF EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF
THE RELATIONSHIP BETWEEN US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED
IN SUCH LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY.

b. IN ANY DISPUTE BETWEEN THE PARTIES, ARISING
OUT OF OR RELATED TO THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT, OR THE
RELATIONSHIP BETWEEN THE PARTIES, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, ALL PARTIES WAIVE ANY RIGHT THEY MAY HAVE TO PUNITIVE OR EXEMPLARY
DAMAGES FROM THE OTHER. NOTHING IN THIS PARAGRAPH LIMITS OUR RIGHT OR THE RIGHT
OF AN INDEMNIFIED PARTY TO BE INDEMNIFIED AGAINST THE PAYMENT OF PUNITIVE OR
EXEMPLARY DAMAGES TO A THIRD PARTY. THE PARTIES ACKNOWLEDGE THAT LIQUIDATED
DAMAGES PAYABLE BY LICENSEE UNDER THIS AGREEMENT (WHETHER PRE-OPENING
LIQUIDATED DAMAGES, TRADEMARK LIQUIDATED DAMAGES, OR LIQUIDATED DAMAGES FOR
EARLY TERMINATION) ARE NOT PUNITIVE OR EXEMPLARY DAMAGES.

THIS AGREEMENT
CONTINUES WITH AN ATTACHMENT A AND ATTACHMENT B, EACH OF
WHICH IS A PART OF THIS AGREEMENT.

27

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

---



ATTACHMENT A - PERFORMANCE CONDITIONS:
CHANGE OF OWNERSHIP

Intentionally
deleted

Attachment A - 1

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

---



ATTACHMENT B 
RIDER TO FRANCHISE LICENSE AGREEMENT

|                                                                  |  |                                                                                                                                                                                                  
|----------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Effective Date:                                                   |  | March 15, 2011(the Closing Date)                                                                                                                                                                 
|                                                                  |  |                                                                                                                                                                                                  
|Licensor Name:                                                    |  | HAMPTON INNS FRANCHISE LLC, a Delaware limited liability
 company                                                                                                                                
|                                                                  |  |                                                                                                                                                                                                  
|Licensed Brand:                                                   |  | Hampton Inn & Suites (excluding Hampton Inn and any
 other brands or product lines containing Hampton in the name)                                                                             
|                                                                  |  |                                                                                                                                                                                                  
|Initial Approved Hotel Name (Trade
 Name):                        |  | Hampton Inn & Suites Winston-Salem/University Area                                                                                                                                               
|                                                                  |  |                                                                                                                                                                                                  
|Principal Mark in Licensed Brand:                                 |  | Hampton                                                                                                                                                                                          
|                                                                  |  |                                                                                                                                                                                                  
|Licensee Name and Address (Attn:
 Principal Legal Correspondent): |  | Apple Ten Hospitality Management, Inc.
 (Krissy Gathright)
 814 East Main Street
 Richmond, Virginia 23219
 Telephone: (804) 344-8121
 Facsimile: (804) 344-8129
 Email: kgathright@applereit.com
|                                                                  |  |                                                                                                                                                                                                  
|Address of Hotel:                                                 |  | 309 Summit Square Court
 Winston-Salem, North Carolina 27105                                                                                                                                     
|                                                                  |  |                                                                                                                                                                                                  
|Initial Number of Approved Guest
 Rooms:                          |  | 94                                                                                                                                                                                               
|                                                                  |  |                                                                                                                                                                                                  
|Plans Submission Dates:                                           |  | Not applicable                                                                                                                                                                                   
|                                                                  |  |                                                                                                                                                                                                  
|Renovation Commencement Date:                                     |  | Not applicable                                                                                                                                                                                   
|                                                                  |  |                                                                                                                                                                                                  
|Renovation Work Completion Date:                                  |  | Not applicable                                                                                                                                                                                   
|                                                                  |  |                                                                                                                                                                                                  
|Expiration of License Term:                                       |  | At midnight on July 31. 2029                                                                                                                                                                     
|                                                                  |  |                                                                                                                                                                                                  
|Monthly Program Fee:                                              |  | Four percent (4%) of the Hotels Gross Rooms Revenue for
 the preceding calendar month.                                                                                                          
|                                                                  |  |                                                                                                                                                                                                  
|Monthly Royalty Fee:                                              |  | Five percent (5%) of the Hotels Gross Rooms Revenue for
 the preceding calendar month.                                                                                                          

Additional
Requirements/Special Provisions:

|  |                                                                                 
|- | --------------------------------------------------------------------------------
| | Paragraph
 1  Definitions  Publicly Traded Equity Interest: has been modified.

Attachment B - 1

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

---



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Restricted
 Area Provision                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | Notwithstanding
 the provisions of Paragraph 2 of this Agreement, from the Effective Date
 until midnight July 30, 2011 (the Restrictive Period), neither we nor any
 of the Entities will open, or allow to open, a hotel or motel under the
 Licensed Brand or under the Hampton Inn brand (collectively, the Restricted
 Brands), as such names may be changed by us from time to time, within the
 Restricted Area (described below). This restriction does not apply to any
 hotel or motel that is currently open or under construction or has been
 approved for development or opening as the same Restricted Brand hotel as of
 the Effective Date (Existing Hotel). The term Existing Hotel also includes
 any hotel located or to be located within the Restrictive Area that replaces
 such Existing Hotel under the Restricted Brand.                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | The
 restrictions also do not apply to: (1) any hotel(s) or motel(s) under brands
 other than the Restricted Brands; (2) any hotel(s) or motel(s) that will not
 begin operating under the Restricted Brands until after the expiration of the
 Restrictive Period; (3) any gaming-oriented
 hotels or facilities using the Restricted Brands; (4) any shared ownership
 properties (commonly known as vacation ownership or time share ownership
 or similar real estate properties) under the Restricted Brands; and (5) any
 hotel(s), motel(s), or inn(s) that are part of a chain or group of four (4)
 or more hotels, motels, or inns that we or the Entities, as a result of a
 single transaction or group of related transactions, own, operate, acquire,
 lease, manage, franchise, license, or join through a merger, acquisition or
 marketing agreement (or otherwise), whether under their existing name or the
 Restricted Brands name or any other name.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | Restricted
 Areaas used in this provision means the area located
 within the following boundaries:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a three (3) mile radius of the Hotel, the center
 point of which is the front door of the Hotel.This Restricted Area is generally
 illustrated on the map attached to, and incorporated by reference into, this
 Agreement as Exhibit A. If there is a conflict between Exhibit A and this narrative
 description, this description will control.

|  |                                                                                        
|- | ---------------------------------------------------------------------------------------
| | All references in this Agreement to
 the Opening Date will mean the Effective Date.

Your Ownership
Structure:

See
Attached Schedule 1

Ownership Structure
of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site:

See
Attached Schedule 2

(Signatures on following page.)

Attachment B - 2

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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IN WITNESS WHEREOF, the parties have executed
this Agreement, which has been entered into and is effective as of the
Effective Date set forth above.

|                                                               |                                                                  |                     
|-------------------------------------------------------------- | ---------------------------------------------------------------- | --------------------
|LICENSEE:                                                      | LICENSOR:                                                       
|                                                               |                                                                 
|APPLE
 TEN HOSPITALITY MANAGEMENT, INC.,a Virginia corporation | HAMPTON
 INNS FRANCHISE LLC,a Delaware limited liability company
|                                                               |                                                                  |                     
|By: /s/ Justin G. Knight                                       | By:                                                              | /s/ Scott Schrank   
|                                                               |                                                                  |                     
|                                                               |                                                                  |                     
|Name: Justin G. Knight                                         | Name:                                                            | Scott Schrank       
|                                                               |                                                                  |                     
|                                                               |                                                                  | Authorized Signatory
|                                                               |                                                                  |                     
|Title: President                                               |                                                                  |                     
|                                                               |                                                                  |                     
|                                                               |                                                                  |                     
|Executed on: March 14, 2011                                    | Executed on: March 18, 2011                                     
|                                                               |                                                                 

Attachment B - 3

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

---



SCHEDULE 1

|                           |                                        
|-------------------------- | ---------------------------------------
|Your
 Ownership Structure: | APPLE
 TEN HOSPITALITY MANAGEMENT, INC.
|                           | a Virginia corporation                 

|                                                     |  |                               |  |           
|---------------------------------------------------- |  | ----------------------------- |  | ----------
|Name
 (Shareholder, Partner,Member, and Manager)     |  | Nature of
 Ownership Interest |  | % Interest
|                                                     |  |                               |  |           
|                                                    
|Apple Ten Hospitality, Inc.                          |  | Sole Shareholder              |  | 100%      
|Apple REIT Ten,
 Inc.          100%
 (a public REIT) |  |                               |  |           

Schedule 1

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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SCHEDULE 2

Ownership Structure
of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site:

APPLE TEN NORTH CAROLINA, L.P.,a Virginia
limited partnership

|                                                                                |  |                               |  |           
|------------------------------------------------------------------------------- |  | ----------------------------- |  | ----------
|Name
 (Shareholder, Partner,
 Member, and Manager)                              |  | Nature of
 Ownership Interest |  | % Interest
|                                                                                |  |                               |  |           
|                                                                               
|Apple Ten NC GP, Inc.                                                           |  | General Partner               |  | 1%        
|                                                                                |  |                               |  |           
|Apple Ten Hospitality Ownership,
 Inc.          100%                            |  |                               |  |           
|                                                                                |  |                               |  |           
|Apple Ten Hospitality, Inc.
           100%                                     |  |                               |  |           
|                                                                                |  |                               |  |           
|Apple REIT Ten,
 Inc.          100%
 (a public REIT)                            |  |                               |  |           
|                                                                                |  |                               |  |           
|Apple Ten NC LP, Inc.                                                           |  | Limited Partner               |  | 99%       
|                                                                                |  |                               |  |           
|Apple Ten Hospitality Ownership,
 Inc.          100%
 (see above for structure) |  |                               |  |           

Schedule 2

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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Exhibit A  RESTRICTIVE AREA MAP

(MAP)

Exhibit A

Ex 10.10
Franchise Agreement - Winston Salem HI&S
November 2010 - Hampton

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