Exhibit 10.6

FRANCHISE LICENSE AGREEMENT

HILTON GARDEN INN DENVER DOWNTOWN 
(DENVER, COLORADO)

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

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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

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

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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                            |                                                                     |   
|                                                            |                                                                     |    |   
|EXHIBIT
 B  PRODUCT IMPROVEMENT PLAN                       |                                                                     |   

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

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FRANCHISE LICENSE AGREEMENT

This Franchise License Agreement is dated as of the Effective Date
between Hilton Garden 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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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 successors or (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.

Renovation Work
has the meaning set forth in Attachment A.

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.

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

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

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Network Hotels, and allow advertising and promotion only of System
Hotels and 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, five (5) 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.

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 will deliver all goods and materials containing
the Marks to us and we will have the sole and exclusive use

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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.

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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

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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;

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.

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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.

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ATTACHMENT A - PERFORMANCE
CONDITIONS: 
CHANGE OF OWNERSHIP

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. | Consultation.You or your representative(s)
 will meet with us to consult and coordinate with the project manager we
 assign to you. The meeting will take place within forty-five (45) days after
 we notify you of approval, and the meeting will be held at a location we
 select.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|B. | Work and
 Purchase Requirement.If applicable, the PIP is attached to this
 Agreement as Exhibit B and incorporated in this Attachment A. You
 will perform the renovation and/or construction work and purchase the items
 described on the PIP (the Renovation Work) on or before the
 completion date specified in the Rider. The Renovation Work will include your
 purchasing and/or leasing and installing all fixtures, equipment,
 furnishings, furniture, signs, computer terminals and related equipment,
 supplies and other items that would be required of a new System Hotel under
 the Standards and any other equipment, furnishings and supplies as we may
 require for you to operate the Hotel. You will be solely responsible for
 obtaining all necessary licenses, permits and zoning variances required for
 the Hotel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|C. | Approval of
 Architect/Designer/Contractors.Before you submit Plans and Designs to us, you
 will furnish us with resumes and other information we request pertaining to
 the architect and/or interior designer you desire to retain to prepare your
 Plans and Designs. The Plans and Designs will not be approved until we have
 approved the architect and designer who are to prepare the Plans and Designs.
 Before Renovation Work, you will also submit to us resumes and other
 information we request pertaining to the general contractor and/or any major
 subcontractors for the Renovation Work. Renovation Work will not begin until
 we have approved the contractors, which approval may be conditioned on
 bonding of the contractors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|D. | Approval of
 Plans and Designs.On or before the date specified in the Rider for
 submission of the Plans, you must submit to us your Plans for the Renovation
 Work, including any proposed changes to the Hotels Designs. We may supply
 you with representative prototype Guest Room and public area plans and
 schematic building plans as a guide for preparation of the Plans and Designs.
 Renovation Work will not begin unless and until we have approved the Plans
 and Designs. Before we approve the Plans and Designs, we may require you to
 submit to us the existing plans, equipment, layouts, specifications, drawings
 and designs for the Hotel. Once we approve the Plans and Designs, no change
 may be made to the Plans and Designs without our advance consent. In
 approving the Plans and Designs, we do not warrant the depth of our analysis
 or assume any responsibility for the efficacy of the Plans and Designs or the
 resulting Renovation Work. You will cause the Hotel Renovation Work to be in
 accordance with this Agreement, the approved Plans and Designs, the Standards
 and the PIP. You will be solely responsible for obtaining all necessary
 licenses, permits and zoning variances that may be required for the
 Renovation Work. It is solely your responsibility to ensure your Plans comply
 with our then prevailing Standards and with all Applicable Laws.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | You are responsible for making certain that the Hotel and the Renovation
 Work complies in all respects with all Applicable Laws. We and our Affiliates
 will have the right to, and you will arrange for us and our Affiliates to,
 participate in all progress meetings during the development and construction
 of the Hotel, to have access to all contract and construction documents
 relating to the Hotel, and to have access to the Hotel during reasonable
 business hours to visit the Hotel and the Renovation Work. However, neither
 we nor our Affiliates are obligated to participate in progress meetings, or
 to visit the Hotel and the Renovation Work, and our and our Affiliates
 participation and site visits are not to be considered as a representation of
 the adequacy of the construction, the structural integrity, or the
 sufficiency of mechanical and electrical systems for the Hotel. Before we
 approve your Plans, your architect or other certified professional must
 certify to us that the Plans comply with all Applicable Laws relating to
 accessibility/ accommodations/ facilities for those with disabilities. Within
 ten (10) days after completion of the Renovation Work, your architect,
 general contractor or other certified professional must provide us with a
 certificate                                                                             

Attachment A - 1

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | stating that the
 as-built premises comply with all Applicable Laws relating to accessibility/
 accommodations/ facilities for those with disabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Standards and
 the Manual may not be used by you or any design or construction professional
 for any hotel project other than the Hotel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|E. | Commencement; Completion.You will begin the Renovation
 Work on or before the Renovation Commencement Date specified in the Rider and
 will continue the Renovation Work uninterrupted, except to the extent
 continuation is prevented Force Majeure, until it is completed.
 Notwithstanding any Force Majeure, or any other matter, the Renovation Work
 must be completed and the Hotel must be furnished, equipped, and comply with
 this Agreement no later than the Renovation Work Completion Date specified in
 the Rider. We will have the sole right in our business judgment to determine
 whether the Renovation Work has been completed in accordance with this
 Agreement, the approved Plans and Designs, the Standards and the PIP.                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|F. | Site Visits.During the course of Renovation
 Work, you and your architect, designer, contractors, and subcontractors will
 cooperate fully with us for the purpose of permitting us to visit the Hotel
 and review the progress of the Renovation Work. In addition, you and your
 contractors, architect and designer will supply us with samples of
 construction materials, supplies, equipment, materials and reports as we may
 request and give our representatives access to the Hotel Site and Renovation
 Work in order to permit us to carry out our site visits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|G. | Progress Reports.You will submit to us upon our
 request a report showing progress made toward fulfilling the terms of this
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|H. | Acquisition of Equipment, Furnishings, and
 Supplies.You will purchase and/or lease and install all fixtures, equipment,
 furnishings, furniture, signs, computer terminals and related equipment,
 supplies and other items we require in order to assure that the Renovation
 Work is completed under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|I. | Cost of Construction and Equipping.You will bear the entire cost of
 the Renovation Work, including the cost of the Plans and Designs,
 professional fees, licenses, permits, equipment, furniture, furnishings and
 supplies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|J. | Limitation of Liability.We will have no liability or
 obligation with respect to design and construction of the Hotel. We have
 furnished to you that portion of the Manual which contains the technical
 Standards to assist you in completing the Renovation Work. You acknowledge
 you have studied these Standards and satisfied yourself that the Hotel can be
 designed, furnished and equipped in accordance with these Standards and that
 you and your design and construction consultants and contractors have the
 necessary resources and skills to do so. The Manual does not encompass the
 architectural, structural, mechanical or electrical safety, adequacy,
 integrity or efficiency of the design or compliance with Applicable Laws. We
 do not undertake to approve the Hotel as complying with these or with
 governmental requirements or as being safe for guests or other third parties
 and we have no responsibilities in these areas. You must indemnify us with
 regard to compliance with these matters to the extent provided in
 Paragraph 9 of this Agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|K. | Conditional Authorization.We may conditionally authorize
 you to continue to operate the Hotel as a System Hotel even though you have
 not fully complied with the terms of this Attachment. Under certain
 circumstances, we may suspend services to the Hotel (including reservation
 services) while the Renovation Work is being performed by you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|L. | Performance of Agreement.You must satisfy all of the terms
 and conditions of this Agreement and equip, supply, staff and otherwise make
 the Hotel ready to continue to operate under our Standards. As a result of
 your efforts to comply with the terms and conditions of this Agreement, you
 will incur significant expense and expend substantial time and effort. You
 acknowledge and agree that we will have no liability or obligation to you for
 any losses, obligations, liabilities or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Attachment A - 2

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | expenses you incur
 if we terminate this Agreement because you have not complied with the terms
 and conditions of this Agreement.

(Remainder of page left intentionally blank.)

Attachment A - 3

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



ATTACHMENT B 
RIDER TO FRANCHISE LICENSE AGREEMENT

|                                                                                                                                                          |  |                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Effective Date:                                                                                                                                           |  | March 4, 2011The
 Date of Closing                                                                                                                                                     
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Licensor Name:                                                                                                                                            |  | HILTON GARDEN INNS FRANCHISE LLC, 
 a Delaware limited liability company                                                                                                              
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Licensed Brand:                                                                                                                                           |  | Hilton Garden Inn (excluding any other
 brands or product lines containing Hilton in the name)                                                                                      
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Initial Approved
 Hotel Name (Trade Name):                                                                                                                |  | Hilton Garden Inn Denver Downtown                                                                                                                                                     
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Principal Mark in
 Licensed Brand:                                                                                                                        |  | Hilton                                                                                                                                                                                
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Licensee Name and
 Address (Attn: Principal Legal Correspondent):                                                                                         |  | Apple Ten Hospitality Management, Inc. 
 (Krissy Gathright)
 814 East Main Street
 Richmond, Virginia 23219
 Phone: (804) 344-8121
 Fax: (804) 344-8129Email: kgathright@applereit.com
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Address of Hotel:                                                                                                                                         |  | 1400 Welton StreetDenver,
 Colorado 80202                                                                                                                                             
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Initial Number of
 Approved Guest Rooms:                                                                                                                  |  | 221                                                                                                                                                                                   
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Renovation
 Commencement Date:                                                                                                                            |  | The Effective Date                                                                                                                                                                    
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Renovation Work
 Completion Date:                                                                                                                         |  | As specified in the PIP attached hereto as
 Exhibit B                                                                                                                                 
|                                                                                                                                                          |  |                                                                                                                                                                                       
|You agree that the Renovation Commencement Date and Renovation Work
 Completion Date may be extended by written notice from us in our business
 judgment.
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Expiration of
 License Term:                                                                                                                              |  | At Midnight on June 30, 2026                                                                                                                                                          
|                                                                                                                                                          |  |                                                                                                                                                                                       
|Monthly Program
 Fee:                                                                                                                                     |  | Four and three tenths percent (4.3%) 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.                                                                                               

Attachment B - 1

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



Additional Requirements/Special Provisions:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Restricted Area Provision                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | Notwithstanding
 the provisions of Paragraph 2 of this Agreement, from the Effective Date
 until midnight on February 27, 2012(the Restrictive Period), neither we nor any
 of the Entities will open, or allow to open, a hotel or motel under the
 Licensed Brand, as such name 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 a Licensed 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 Licensed Brand.                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | The
 restrictions also do not apply to: (1) any hotel(s) or motel(s) under brands
 other than the Licensed Brand; (2) any hotel(s) or motel(s) that will not
 begin operating under the Licensed Brand until after the expiration of the
 Restrictive Period; (3) any gaming-oriented
 hotels or facilities using the Licensed Brand; (4) any shared ownership
 properties (commonly known as vacation ownership or time share ownership
 or similar real estate properties) under the Licensed Brand; 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
 Licensed Brand 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Paragraph 1: Definitions  Publicly Traded Equity Interest:
 modified                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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 the following Page.

Attachment B - 2

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



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., | HILTON GARDEN INNS FRANCHISE LLC,    
|a Virginia
 corporation                 | a Delaware limited
 liability company
|                                        |                                       |              |                      
|                                        |                                       |              |                      
|By:                                     | /s/ Justin G.
 Knight                 | By:          | /s/ Adrian Kurre     
|                                        |                                       |              |                      
|                                        |                                       |              |                      
|Name:                                   | Justin G. Knight                      | Name:        | Adrian Kurre         
|                                        |                                       |              |                      
|                                        |                                       |              | Authorized
 Signatory
|Title:                                  | President                             |              |                      
|                                        |                                       |              |                      
|                                        |                                       |              |                      
|Executed on:                            | March 5, 2011                         | Executed on: | March 9, 2011        
|                                        |                                       |              |                      

Attachment B - 3

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



SCHEDULE 1

Your Ownership Structure: Apple Ten
Hospitality Management, Inc.

|                                                   |  |                                |  |  |           | 
|-------------------------------------------------- |  | ------------------------------ |  |  | --------- | 
|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

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



SCHEDULE 2

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

Apple Ten Hospitality Ownership, Inc.

|                                                   |  |                              |  |  |           | 
|-------------------------------------------------- |  | ---------------------------- |  |  | --------- | 
|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 2

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



(MAP)

Exhibit A

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



|                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Nothing in this Property
 Improvement Plan is intended to modify 
 the terms of any Franchise License Agreement to which it may 
 be attached. In the event of any conflict in the terms, the terms 
 of the Franchise License Agreement are the terms that prevail.

Product
Improvement Plan


Prepared for:
Hilton Garden InnDenver Downtown, CO 
(InnCode: DENDD, Facility ID: 38042)

1400 Welton
Street, Denver, Colorado, United States

To be
relicensed as a Hilton Garden Inn

(HILTON GARDEN INN LOGO)

By Dan Phipps

Inspection Date: Feb-07-2011
FINAL PIP REVISION DATE: Feb-21-2011 by Kurt Smith

Brand
Management Approval

Final PIP Approval Date:
Feb-21-2011

|                                  |            
|--------------------------------- | -----------
|Final FLA PIP Approval Signature: | (SIGNATURE)

PIP ContactDan
PhippsEmail:
dan.phipps@hilton.com 
Phone: 9013745971

Printed
On: Feb-22-2011

(LOGO)

Page: (1 of 4)

Exhibit B

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



Property
Information

|                          |                                                                                                
|------------------------- | -----------------------------------------------------------------------------------------------
|Open
 Date:               | 2007-07-26                                                                                     
|Last
 Renovation:         | None                                                                                           
|Parking:                  | Attached
 parking garage (2-4 floors) - Valet parking only                                     
|Whirlpool:                | Yes                                                                                            
|Airport
 Van:             | No                                                                                             
|Number
 Floors:           | 12                                                                                             
|Food
 Service Facilities: | Dazbog
 Coffee Shop and Pi Restaurant                                                          
|Meeting
 Space:           | 68
 sq, ft. - (incl. 3200 sf ballroom) - 7 total rooms - 5th floor                             
|Business
 Center:         | Yes
 - lobby level                                                                             
|Exercise
 Room:           | Yes
 - 600 sf - lower level - Nautilus equipment                                               
|Other
 Recreation:        | None                                                                                           
|Retail
 Outlets:          | Pavilion
 Pantry                                                                               
|Guest
 Laundry:           | Yes
 - lower level                                                                             
|Number
 Of Guest Rooms:   | 221                                                                                            
|Guest
 Room Size          | Suites
 - 420 sf. Std room average is 270sq.
 ft.                                              
|Guest
 Room Mix:          |                                                                                                
|Typical King:             | 31                                                                                             
|Typical D/D:              | 0                                                                                              
|Double queen:             | 68                                                                                             
|King bed with sofa:       | 114                                                                                            
|Junior suite:             | 8                                                                                              
|                          |                                                                                                
|Guest
 Bathroom:          |                                                                                                
|Size:                     | Std
 is 5 X 8. Suites are 7 X 8                                                            
|Door Width:               | 36                                                                                            
|Tub Surround:             | 12
 tile                                                                                      
|Floor:                    | 12
 tile                                                                                      
|Vanity                    | Granite
 counter top and apron - undermount bowl - no cubbies                                  
|Water Closet:             | Elongated
 tank, type with closed front seat                                                   
|                          |                                                                                                
|HVAC
 System:             |                                                                                                
|100% Makeup Air:          | Yes                                                                                            
|Public Areas:             | Water
 source heat pump - chilled water                                                        
|Guestrooms:               | Heat
 pumps with digital thermostats                                                           
|                          |                                                                                                
|Elevators:                |                                                                                                
|                          |                                                                                                
|High
 Speed Internet:     |                                                                                                
|Public Areas:             | Wireless
 - Ibahn                                                                              
|Meeting Space:            | Wireless
 - Ibahn                                                                              
|Guestrooms:               | Wireless
 and wired- Ibahn                                                                     
|                          |                                                                                                
|Telephone
 System:        | 2
 incoming 1ines and two handsets per room - Guest programmable wake up calls
 -OnQ integrated

Page: (2 of 4)

Exhibit B

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



The improvements
identified in this report are based on conditions existing on the above date.
After 180 days an updated report is required. Any negotiated waiver and/or
variance agreements are cancelled and no longer effective beyond this 180 day
term. Hilton Worldwide does not and cannot warrant conformance with any legally
mandated accessibility guidelines. Ownership is responsible for compliance with
applicable provisions for accessibility. Appropriate counsel to ensure
compliance is urged. All finish dates in the PIP that are a specified number of
months shall mean months after the agreement to which it is attached takes
effect.

|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|-------------------------------- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|                                
|General                         
|                                
|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|#                                | Active Date | Scope of Work                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Finish Date
|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|General                         
|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|1                                |             | Brand
 Standard - Hilton Garden Inn has developed a comprehensive Pavilion Design
 Scheme Project Grow which must be implemented In addition to any individual
 condition or brand standard items listed on this PIP document all Pavilion
 improvements must be completed in accordance with the requirements of this
 design solution. This is a transitional scheme and replacement of most
 Pavilion items - including interior signage throughout the property may be
 required. The Design Guide will be located online and should be referenced.
 For further information, please contact Arnie Eillison at
 arnie.ellison@hilton.com or Teddy Roque at teddy.roque@hilton.com | 24 Months  
|2                                |             | Brand
 Standard - Distributed audio (background music) is required in following
 areas - Porte COcehere elevator lobbies, lobby, public restrooms, meeting
 room/board
 room, pre-function, patio, lounge, and dining areas. Missing in public
 restrooms and meeting soaces - Provide                                                                                                                                                                                                                                                                                                                                                                                                 | 12 Months  
|3                                |             | Design
 review submittals must be submitted for all new products and replacements
 prior to purchase and installation In addition to any binders, fabrics,
 etc.,
 an electronic copy (via a non-returnable CD) is required.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 12 Months  
|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|BRAND STANDARDS                 
|                                
|#                                | Active Date | Scope of Work                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Finish Date
|                                
|Core Brand
 Standards           
|                                
|4                                |             | Technology
 - Hilton Hotels Corporation and the Hilton Garden Inn brand are implementing
 a new national standard for High Speed Internet Access that establishes a
 single company-wide solution This hotel is required to implement this new
 Stay Connected HSIA solution. An upgrade (or replacement) of hardware,
 cabling and bandwidth may be required to meet the new standard. For specifies
 on this new program, please contact Teleesa Mason with the Stay Connected team
 at Teleesa. Mason@hilton.com.                                                                                                                                                                    | 12 Months  
|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Commercial
 Facilities          
|                                
|#                                | Active Date | Scope of Work                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Finish Date
|                                 |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Back of the House               
|                                
|5                                |             | Linen
 Storage - Stock HGI Brand approved upright roll away beds. See HGI Brand
 standards for correct number of beds required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 12 Months  
|                                
|Corridors/Elevators/Stairwells  
|                                
|6                                |             | Elevators
 - Complete the replacement of the elevator floor tile                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 12 Months  
|                                
|Pavilion
 Pantry/Business Center
|                                
|7                                |             | Pavilion
 Pantry - Install the new Pavilion Pantry millwork design and basket shelving
 by 06/30/2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 12 Months  
|8                                |             | Pavilion
 Pantry - Provide painted accent wall                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 12 Months  
|                                
|Public Restrooms                
|                                

Page: (3 of 4)

Exhibit B

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---



|                                 |             |                                                                                                                                                                                                                                                                                             |            
|-------------------------------- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|9                                |             | Public
 Restrooms - Remove the combination paper towel dispenser and waste receptacle
 recessed into the wall. Install an automated touch-less paper towel dispenser
 and a free-standing decorative trash receptacle.                                                                      | 12 Months  
|10                               |             | Public
 Restrooms - Kick plates must be provided on the push side of public restroom doors - Provide                                                                                                                                                                                        | 12 Months  
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Recreation
 Facilities          
|                                
|11                               |             | Exercise
 Room - Renovate the exercise room to meet the new Hilton Garden Inn/Precor
 requirements. Install new equipment, flooring, and FF and E package. See
 Hilton Garden Inn Brand Standards for specifications.                                                                       | 24 Months  
|12                               |             | Pool
 - Resurface pool bottom (discolored)                                                                                                                                                                                                                                                  | 12 Months  
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Food and Beverage
 Facilities   
|                                
|#                                | Active Date | Scope of Work                                                                                                                                                                                                                                                                               | Finish Date
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Meeting/Pre-Function
 Facilities
|                                
|13                               |             | Boardroom
 - Replace current chairs. Install Herman Miller Mirra® chairs.                                                                                                                                                                                                                 | 24 Months  
|14                               |             | Meeting
 Rooms - Install kick plates on the meeting room side of interior doors.                                                                                                                                                                                                            | 12 Months  
|15                               |             | Ballroorn
 - - Install artwork, of an appropriate quantity and size, within the meeting
 space.                                                                                                                                                                                             | 12 Months  
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Restaurant
 Facilities          
|                                
|16                               |             | Restaurant
 -Wood flooring is scarred - Return to a like new condition or replace                                                                                                                                                                                                           | 12 Months  
|17                               |             | Restaurant
 - Fabric on booths is discolored - Replace                                                                                                                                                                                                                                      | 12 Months  
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Guest Rooms                     
|                                
|#                                | Active Date | Scope of Work                                                                                                                                                                                                                                                                               | Finish Date
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Guest Bathrooms                 
|                                
|18                               |             | Guest
 bathrooms - Increase light levels to meet minimum foot candle requirements at
 vanity surface - 50 fe required and 20-25 fe measured                                                                                                                                                 | 12 Months  
|19                               |             | Guest
 Bathrooms - Install new, contoured wood vanity base with two cubby areas,
 one for the hairdryer and one for the hand towels.                                                                                                                                                        | 24 Months  
|                                 |             |                                                                                                                                                                                                                                                                                             |            
|Guest Rooms                     
|                                
|20                               |             | Guest
 Bedrooms -Provide lighting at each and of sofa sleepers - (30 fe min.
 required in all seating areas)                                                                                                                                                                                | 12 Months  
|21                               |             | Guest
 Bedrooms - Replace all non-GSS mattresses and box springs. Install GSS Sleep
 System Mattress in all rooms.                                                                                                                                                                          | 24 Months  
|22                               |             | Guest
 Bedrooms - Replace sheers                                                                                                                                                                                                                                                            | 24 Months  
|23                               |             | Guest
 Bedrooms (suites)- Provide side table at chair in bedroom                                                                                                                                                                                                                            | 12 Months  
|24                               |             | Guest
 Bedrooms - Replace mirrored closet doors. Closets must have sliding (bypass)
 wood doors with top and bottom tracks or have hinged bi-parting wood doors.
 Door style must coordinate with the other interior room doors. Coordinate wood
 door frame finish with adjacent hardware. | 24 Months  

This PIP review is
limited to aesthetic and functional
layout and design, and certain functional, operational and quality criteria as specified by Hilton
Worldwide. It does not encompass and Hilton Worldwide does not make any
representation or warranty as to, nor shall be responsible for, the
architectural, structural, mechanical, or electrical adequacy or other
compliance with applicable government or other legal requirements. Compliance
with Hilton Worldwide fire safety and security equipment standards and all
applicable local, state and federal building codes are required. Any omission
in this PIP report does not constitute a waiver
of such requirements and does not release owners responsibility to conform to
Hilton Worldwide standards.

Page: (4 of 4)

Exhibit B

HGI Denver
Downtown CO 38042 COO FLA 021811 
November 2010 - HGI

---