Exhibit 10.35

Pensacola, FL (TPSS)

PURCHASE CONTRACT

between

MHG OF PENSACOLA, FLORIDA, LLC (SELLER)

AND

APPLE TEN HOSPITALITY OWNERSHIP, INC. (BUYER)

Dated: April 12, 2011

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TABLE OF CONTENTS

|             |                                                                   |                                                     |    |         
|------------ | ----------------------------------------------------------------- | --------------------------------------------------- | -- | --------
|             |                                                                   |                                                     |    | Page No.
|             |                                                                   |                                                     |    |         
|             |                                                                   |                                                     |    |         
|ARTICLE I    | DEFINED TERMS                                                     |                                                     | 1 
|             |                                                                   |                                                     |    |         
|1.1          |                                                                   | Definitions                                         |    | 1       
|             |                                                                   |                                                     |    |         
|ARTICLE II   | PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT |                                                     | 7 
|             |                                                                   |                                                     |    |         
|2.1          |                                                                   | Purchase and
 Sale                                  |    | 7       
|             |                                                                   |                                                     |    |         
|2.2          |                                                                   | Purchase
 Price                                     |    | 7       
|             |                                                                   |                                                     |    |         
|2.3          |                                                                   | Allocation                                          |    | 7       
|             |                                                                   |                                                     |    |         
|2.4          |                                                                   | Payment                                             |    | 7       
|             |                                                                   |                                                     |    |         
|2.5          |                                                                   | Earnest
 Money Deposit                              |    | 7       
|             |                                                                   |                                                     |    |         
|ARTICLE III  | REVIEW PERIOD                                                     |                                                     | 8 
|             |                                                                   |                                                     |    |         
|3.1          |                                                                   | Review
 Period                                      |    | 8       
|             |                                                                   |                                                     |    |         
|3.2          |                                                                   | Due
 Diligence Examination                          |    | 9       
|             |                                                                   |                                                     |    |         
|3.3          |                                                                   | Restoration                                         |    | 9       
|             |                                                                   |                                                     |    |         
|3.4          |                                                                   | Seller
 Exhibits                                    |    | 10      
|             |                                                                   |                                                     |    |         
|ARTICLE IV   | SURVEY AND TITLE APPROVAL                                         |                                                     | 10
|             |                                                                   |                                                     |    |         
|4.1          |                                                                   | Survey                                              |    | 10      
|             |                                                                   |                                                     |    |         
|4.2          |                                                                   | Title                                               |    | 10      
|             |                                                                   |                                                     |    |         
|4.3          |                                                                   | Survey or
 Title Objections                         |    | 10      
|             |                                                                   |                                                     |    |         
|ARTICLE V    | TERMINATION OF MANAGEMENT AGREEMENT                               |                                                     | 11
|             |                                                                   |                                                     |    |         
|ARTICLE VI   | BROKERS                                                           |                                                     | 11
|             |                                                                   |                                                     |    |         
|ARTICLE VII  | REPRESENTATIONS, WARRANTIES AND COVENANTS                         |                                                     | 12
|             |                                                                   |                                                     |    |         
|7.1          |                                                                   | Sellers
 Representations, Warranties and Covenants |    | 12      
|             |                                                                   |                                                     |    |         
|7.2          |                                                                   | Buyers
 Representations, Warranties and Covenants  |    | 16      
|             |                                                                   |                                                     |    |         
|7.3          |                                                                   | Survival                                            |    | 16      
|             |                                                                   |                                                     |    |         
|ARTICLE VIII | ADDITIONAL COVENANTS                                              |                                                     | 16
|             |                                                                   |                                                     |    |         
|8.1          |                                                                   | Subsequent
 Developments                            |    | 16      
|             |                                                                   |                                                     |    |         
|8.2          |                                                                   | Operations                                          |    | 16      
|             |                                                                   |                                                     |    |         
|8.3          |                                                                   | Third Party
 Consents                               |    | 18      
|             |                                                                   |                                                     |    |         
|8.4          |                                                                   | Employees                                           |    | 18      
|             |                                                                   |                                                     |    |         
|8.5          |                                                                   | Estoppel
 Certificates                              |    | 18      

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|             |                           |                                   |    |   
|------------ | ------------------------- | --------------------------------- | -- | --
|8.6          |                           | Access to
 Financial Information  |    | 18
|             |                           |                                   |    |   
|8.7          |                           | Bulk Sales                        |    | 18
|             |                           |                                   |    |   
|8.8          |                           | Indemnification                   |    | 19
|             |                           |                                   |    |   
|8.9          |                           | Escrow Funds                      |    | 21
|             |                           |                                   |    |   
|8.10         |                           | Liquor
 Licenses                  |    | 21
|             |                           |                                   |    |   
|ARTICLE IX   | CONDITIONS FOR CLOSING    |                                   | 22
|             |                           |                                   |   
|9.1          |                           | Buyers
 Conditions for Closing   |    | 22
|             |                           |                                   |    |   
|9.2          |                           | Sellers
 Conditions for Closing  |    | 23
|             |                           |                                   |    |   
|ARTICLE X    | CLOSING AND CONVEYANCE    |                                   | 23
|             |                           |                                   |   
|10.1         |                           | Closing                           |    | 23
|             |                           |                                   |    |   
|10.2         |                           | Deliveries
 of Seller             |    | 23
|             |                           |                                   |    |   
|10.3         |                           | Buyers
 Deliveries               |    | 25
|             |                           |                                   |    |   
|ARTICLE XI   | COSTS                     |                                   | 25
|             |                           |                                   |   
|11.1         |                           | Sellers
 Costs                   |    | 25
|             |                           |                                   |    |   
|11.2         |                           | Buyers
 Costs                    |    | 26
|             |                           |                                   |    |   
|ARTICLE XII  | ADJUSTMENTS               |                                   | 26
|             |                           |                                   |   
|12.1         |                           | Adjustments                       |    | 26
|             |                           |                                   |    |   
|12.2         |                           | Reconciliation
 and Final Payment |    | 27
|             |                           |                                   |    |   
|12.3         |                           | Employees                         |    | 28
|             |                           |                                   |    |   
|ARTICLE XIII | CASUALTY AND CONDEMNATION |                                   | 28
|             |                           |                                   |   
|13.1         |                           | Risk of
 Loss; Notice             |    | 28
|             |                           |                                   |    |   
|13.2         |                           | Buyers
 Termination Right        |    | 28
|             |                           |                                   |    |   
|13.3         |                           | Procedure
 for Closing            |    | 29
|             |                           |                                   |    |   
|ARTICLE XIV  | DEFAULT REMEDIES          |                                   | 29
|             |                           |                                   |   
|14.1         |                           | Buyer
 Default                    |    | 29
|             |                           |                                   |    |   
|14.2         |                           | Seller
 Default                   |    | 29
|             |                           |                                   |    |   
|14.3         |                           | Attorneys
 Fees                  |    | 29
|             |                           |                                   |    |   
|ARTICLE XV   | NOTICES                   |                                   | 29
|             |                           |                                   |   
|ARTICLE XVI  | MISCELLANEOUS             |                                   | 30
|             |                           |                                   |   
|16.1         |                           | Performance                       |    | 30
|             |                           |                                   |    |   
|16.2         |                           | Binding
 Effect; Assignment       |    | 30
|             |                           |                                   |    |   
|16.3         |                           | Entire
 Agreement                 |    | 30
|             |                           |                                   |    |   
|16.4         |                           | Governing
 Law                    |    | 31

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|             |                                |                                |    |   
|------------ | ------------------------------ | ------------------------------ | -- | --
|16.5         |                                | Captions                       |    | 31
|             |                                |                                |    |   
|16.6         |                                | Confidentiality                |    | 31
|             |                                |                                |    |   
|16.7         |                                | Closing
 Documents             |    | 31
|             |                                |                                |    |   
|16.8         |                                | Counterparts                   |    | 31
|             |                                |                                |    |   
|16.9         |                                | Severability                   |    | 31
|             |                                |                                |    |   
|16.10        |                                | Interpretation                 |    | 32
|             |                                |                                |    |   
|16.11        |                                | (Intentionally
 Omitted)       |    | 32
|             |                                |                                |    |   
|16.12        |                                | Further Acts                   |    | 32
|             |                                |                                |    |   
|16.13        |                                | Joint and
 Several Obligations |    | 32
|             |                                |                                |    |   
|ARTICLE XVII | Reserved                       |                                | 32
|             |                                |                                |    |   
|ARTICLE XVII | Additional Agreements          |                                | 32
|SCHEDULES:   |                                |                                |   
|             |                                |                                |    |   
|Schedule 3.1 | Due Diligence List             |                                |   
|Schedule 5   | New Management Agreement Terms |                                |   
|             |                                |                                |    |   
|EXHIBITS:    |                                |                                |   
|             |                                |                                |    |   
|Exhibit A    |                                | Legal Description              |    |   
|Exhibit C    |                                | List of Hotel Contracts        |    |   
|Exhibit D    |                                | Consents and Approvals         |    |   
|Exhibit E    |                                | Environmental Reports          |    |   
|Exhibit F    |                                | Claims or Litigation Pending   |    |   
|Exhibit G    |                                | Escrow Agreement               |    |   

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PURCHASE CONTRACT

This
PURCHASE CONTRACT (this Contract)
is made and entered into as of April 12, 2011, by and between MHG OF PENSACOLA,
FLORIDA, LLC, a Georgia limited liability company ( Seller) with a principal office at 402
Washington St. SE, Suite 200 Gainesville, Georgia 30501 and APPLE TEN
HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office
at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns
(Buyer).

RECITALS

A.
Seller is the fee simple owner of that certain hotel property commonly known as
the TownePlace Suites Pensacola, located at 481 Creighton Road, Pensacola,
Florida 32504, containing, among other things, 98 guestrooms (the Hotel) identified in on Exhibit A attached hereto and
incorporated by reference.

B.
Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous
of selling the Hotel to Buyer, for the purchase price and upon terms and
conditions hereinafter set forth.

AGREEMENT:

NOW,
THEREFORE, in consideration of the foregoing Recitals, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

ARTICLE I
DEFINED TERMS

1.1
Definitions. The following capitalized terms when used in this Contract
shall have the meanings set forth below unless the context otherwise requires:

Additional
Deposit shall mean $100,000.

Affiliate
shall mean, with respect to Seller or Buyer, any other person or entity
directly or indirectly controlling (including but not limited to all directors
and officers), controlled by or under direct or indirect common control with
Seller or Buyer, as applicable. For purposes of the foregoing, a person or
entity shall be deemed to control another person or entity if it possesses,
directly or indirectly, the power to direct or cause direction of the
management and policies of such other person or entity, whether through the
ownership of voting securities, by contract or otherwise.

Appurtenances
shall mean all rights, titles, and interests of Seller appurtenant to the Land
and Improvements, including, but not limited to, (i) all easements, rights of
way, rights of ingress and egress, tenements, hereditaments, privileges, and
appurtenances in any way belonging to the Land or Improvements, (ii) any land
lying in the bed of any alley, highway, street, road or avenue, open or
proposed, in front of or abutting or adjoining the Land, (iii) any

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strips or
gores of real estate adjacent to the Land, and (iv) the use of all alleys,
easements and rights-of-way, if any, abutting, adjacent, contiguous to or
adjoining the Land.

Brand shall mean TownePlace Suites, the hotel brand or franchise under
which the Hotel operates.

Business
Day shall mean any day other than a Saturday, Sunday or legal holiday in
the Commonwealth of Virginia or the state in which the Property is located.

Closing
shall mean the closing of the purchase and sale of the Property pursuant to
this Contract.

Closing
Date shall have the meaning set forth in Section 10.1.

Contracts,
Plans and Specs shall mean all construction and other contracts, plans,
drawings, specifications, surveys, soil reports, engineering reports,
inspection reports, and other technical descriptions and reports.

Deed
shall have the meaning set forth in Section 10.2(a).

Deposits
shall mean, to the extent assignable, all prepaid rents and depositsrefundable
security deposits and rental deposits, and all other deposits for advance
reservations, banquets or future services, made in connection with the use or
occupancy of the Improvements; provided, however, that to the extent Seller has
not received or does not hold all of the prepaid rents and/or deposits
attributable to the Leases related to the Property, Buyer shall be entitled to
a credit against the cash portion of the Purchase Price allocable to the
Property in an amount equal to the amount of the prepaid rents and/or deposits
attributable to the Leases transferred at the Closing of such Property, and
provided further, that Deposits shall exclude (i) any reserves for
replacement of FF&E and for capital repairs and/or improvements, (ii)
reserves for real property taxes and insurance, in each case, to the extent pro
rated on the settlement statement such that Buyer receives a credit for (a)
taxes and premiums in respect of any period prior to Closing and (b) the amount
of deductibles and other self-insurance in respect of any period prior to
Closing, and (iii) utility and other service agreement deposits.

Due
Diligence Examination shall have the meaning set forth in Section 3.2.

Earnest
Money Deposit shall have the meaning set forth in Section 2.5(a).

Environmental
Requirements shall have the meaning set forth in Section 7.1(f)

Escrow
Agent shall have the meaning set forth in Section 2.5(a).

Escrow
Agreement shall have the meaning set forth in Section 2.5(b).

Escrow
Funds shall have the meaning set forth in Section 8.9.

Exception
Documents shall have the meaning set forth in Section 4.2.

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Existing
Franchise Agreement shall mean that certain franchise license agreement
between the Seller and the Franchisor, granting to Seller a franchise to
operate the Hotel under the Brand.

Existing
Management Agreement shall mean that certain management agreement between
the Seller and the Existing Manager for the operation and management of the
Hotel.

Existing
Manager shall mean MHH Management, LLC.

FF&E
shall mean all tangible personal property and fixtures of any kind (other than
personal property (i) owned by guests of the Hotel or (ii) leased by Seller
pursuant to an FF&E Lease) attached to, or located upon and used in
connection with the ownership, maintenance, use or operation of the Land or
Improvements as of the date hereof (or acquired by Seller and so employed prior
to Closing), including, but not limited to, all furniture, fixtures, equipment,
signs and related personal property; all heating, lighting, plumbing, drainage,
electrical, air conditioning, and other mechanical fixtures and equipment and
systems; all elevators, and related motors and electrical equipment and
systems; all hot water heaters, furnaces, heating controls, motors and
equipment, all shelving and partitions, all ventilating equipment, and all
disposal equipment; all spa, health club and fitness equipment; all equipment
used in connection with the use and/or maintenance of the guestrooms,
restaurants, lounges, business centers, meeting rooms, swimming pools, indoor
and/or outdoor sports facilities and other common areas and recreational areas;
all carpet, drapes, beds, furniture, televisions and other furnishings; all
stoves, ovens, freezers, refrigerators, dishwashers, disposals, kitchen
equipment and utensils, tables, chairs, plates and other dishes, glasses,
silverware, serving pieces and other restaurant and bar equipment, apparatus
and utensils.

FF&E
Leases shall mean all leases of any FF&E and other contracts
permitting the use of any FF&E at the Improvements that are assumed by
Buyer.

Financial
Statements shall have the meaning set forth in Section 3.1(b).

Franchisor
shall mean Marriott International, Inc.

Hotel
Contracts shall have the meaning set forth in Section 10.2(d).

Improvements
shall mean all buildings, structures, fixtures, parking areas and other
improvements to the Land, and all related facilities.

Indemnification
Agreement shall have the meaning set forth in Article XVII.

Indemnified
Party shall have the meaning set forth in Section 8.8(c)(i).

Indemnifying
Party shall have the meaning set forth in Section 8.8(c)(i).

Initial
Deposit shall have the meaning set forth in Section 2.5(a).

Land
shall mean, collectively, a fee simple absolute interest in the real property
more fully described in Exhibit A, which is attached hereto and
incorporated herein by reference,

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together with
all rights (including without limitation all air rights, mineral rights and
development rights), alleys, streets, strips, gores, waters, privileges,
appurtenances, advantages and easements belonging thereto or in any way
appertaining thereto.

Leases
shall mean all leases, franchises, licenses, occupancy agreements, trade-out
agreements, advance bookings, convention reservations, or other agreements
demising space in, providing for the use or occupancy of, or otherwise
similarly affecting or relating to the use or occupancy of, the Improvements or
Land, together with all amendments, modifications, renewals and extensions
thereof, and all guaranties by third parties of the obligations of the tenants,
licensees, franchisees, concessionaires or other entities thereunder.

Legal
Action shall have the meaning set forth in Section 8.8(c)(ii).

Licenses
shall mean all permits, licenses, franchises, utility reservations,
certificates of occupancy, and other documents issued by any federal, state, or
municipal authority or by any private party related to the development,
construction, use, occupancy, operation or maintenance of the Hotel, including,
without limitation, all licenses, approvals and rights (including any and all
existing waivers of any brand standard) necessary or appropriate for the
operation of the Hotel under the Brand.

Liquor
Licenses shall have the meaning set forth in Section 8.10.

Manager
shall mean MHH Management, LLC, a Georgia limited liability company.

New
Franchise Agreement shall mean the franchise license agreement to be
entered into between Buyer and the Franchisor, granting to Buyer a franchise to
operate the Hotel under the Brand on and after the Closing Date.

New
Management Agreement means the management agreement to be entered into
between Buyer and the Manager for the operation and management of the Hotel on
and after the Closing Date.

Other
Property shall have the meaning set forth in Section 16.14.

Pending
Claims shall have the meaning set forth in Section 7.1(e).

Permitted
Exceptions shall have the meaning set forth in Section 4.3.

Personal
Property shall mean, collectively, all of the Property other than the Real
Property.

PIP
shall mean a product improvement plan for any Hotel, as required by the Existing
Manager or the Franchisor, if any.

Post-Closing
Agreement shall have the meaning set forth in Section 8.9.

Property
shall mean, collectively, (i) all of the following with respect to the Hotel:
the Land, Improvements, Appurtenances, FF&E, Supplies, Leases, Deposits,
Records, Service

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Contracts,
Warranties, Licenses, FF&E Leases, Contracts, Plans and Specs, Tradenames,
Utility Reservations, as well as all other real, personal or intangible
property of Seller related to any of the foregoing and (ii) any and all of the
following that relate to or affect in any way the design, construction,
ownership, use, occupancy, leasing, maintenance, service or operation of the
Real Property, FF&E, Supplies, Leases, Deposits or Records: Service
Contracts, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and
FF&E Lease.

Purchase
Price shall have the meaning set forth in Section 2.2.

Real
Property shall mean, collectively, all Land, Improvements and Appurtenances
with respect to the Hotel.

Records
shall mean all books, records, promotional material, tenant data, guest history
information (other than any such information owned exclusively by the Existing
Manager), marketing and leasing material and forms (including but not limited
to any such records, data, information, material and forms in the form of
computerized files located at the Hotel), market studies prepared in connection
with Sellers current annual plan and other materials, information, data, legal
or other documents or records (including, without limitation, all documentation
relating to any litigation or other proceedings, all zoning and/or land use
notices, relating to or affecting the Property, all business plans and projections
and all studies, plans, budgets and contracts related to the development,
construction and/or operation of the Hotel) owned by Seller and/or in Sellers
possession or control, or to which Seller has access or may obtain from the
Existing Manager, that are used in or relating to the Property and/or the
operation of the Hotel, including the Land, the Improvements or the FF&E,
and proforma budgets and projections and construction budgets and contracts
related to the development and construction of the Hotel and a list of the
general contractors, architects and engineers providing goods and/or services
in connection with the construction of the Hotel, all construction warranties
and guaranties in effect at Closing and copies of the final plans and
specifications for the Hotel.

Release
shall have the meaning set forth in Section 7.1(f).

Review
Period shall have the meaning set forth in Section 3.1.

SEC
shall have the meaning set forth in Section 8.6.

Seller
Liens shall have the meaning set forth in Section 4.3.

Seller
Parties shall have the meaning set forth in Section 7.1(e).

Service
Contracts shall mean contracts or agreements, such as maintenance, supply,
service or utility contracts.

Supplies
shall mean all merchandise, supplies, inventory and other items used for the
operation and maintenance of guest rooms, restaurants, lounges, swimming pools,
health clubs, spas, business centers, meeting rooms and other common areas and
recreational areas located within or relating to the Improvements, including,
without limitation, all food and beverage (alcoholic and non-alcoholic)
inventory (opened or unopened), office supplies and stationery, advertising and
promotional materials, china, glasses, silver/flatware, towels, linen and
bedding

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(all of which
shall be 2-par level for all suites or rooms in the Hotel), guest cleaning,
paper and other supplies, upholstery material, carpets, rugs, furniture,
engineers supplies, paint and painters supplies, employee uniforms, and all
cleaning and maintenance supplies, including those used in connection with the
swimming pools, indoor and/or outdoor sports facilities, health clubs, spas,
fitness centers, restaurants, business centers, meeting rooms and other common
areas and recreational areas.

Survey
shall have the meaning set forth in Section 4.1.

Third
Party Consents shall have the meaning set forth in Section 8.3.

Title
Commitment shall have the meaning set forth in Section 4.2.

Title
Company shall have the meaning set forth in Section 4.2.

Title
Policy shall have the meaning set forth in Section 4.2.

Title
Review Period shall have the meaning set forth in Section 4.3.

Tradenames
shall mean all telephone exchanges and numbers, trade names, trade styles,
trade marks, and other identifying material, and all variations thereof,
together with all related goodwill (it being understood and agreed that the name
of the hotel chain to which the Hotel is affiliated by franchise, license or
management agreement is a protected name or registered service mark of such
hotel chain and cannot be transferred to Buyer by this Contract, provided that
all such franchise, license, management and other agreements granting a right
to use the name of such hotel chain or any other trademark or trade name and
all waivers of any brand standard shall be assigned to Buyer.

Utility
Reservations shall mean Sellers interest in the right to receive
immediately on and after Closing and continuously consume thereafter water
service, sanitary and storm sewer service, electrical service, gas service and
telephone service on and for the Land and Improvements in capacities that are
adequate continuously to use and operate the Improvements for the purposes for
which they were intended, including, but not limited to (i) any right to the
present and future use of wastewater, drainage, water and other utility
facilities to the extent such use benefits the Real Property, (ii) any
reservations of or commitments covering any such use in the future, and (iii)
any wastewater capacity reservations relating to the Real Property. Buyer shall
be responsible for any requests or documents to transfer the Utility
Reservations, at Buyers sole cost and expense.

Warranties
shall mean all warranties, guaranties, indemnities and claims for the benefit
of Seller with respect to the Hotel, the Property or any portion thereof,
including, without limitation, all warranties and guaranties of the
development, construction, completion, installation, equipping and furnishing
of the Hotel, and all indemnities, bonds and claims of Seller related thereto.

6

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ARTICLE II 
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

2.1
Purchase and Sale. Seller agrees to sell and convey to Buyer or its
Affiliates and/or assigns, and Buyer or its assigns agrees to purchase from
Seller, the Property, in consideration of the Purchase Price and upon the terms
and conditions hereof. All of the Property shall be conveyed, assigned, and
transferred to Buyer at Closing, free and clear of all mortgages, liens,
encumbrances, licenses, franchises (other than any hotel franchises assumed by
Buyer), concession agreements, security interests, prior assignments or
conveyances, conditions, restrictions, rights-of-way, easements, encroachments,
claims and other matters affecting title or possession, except for the
Permitted Exceptions.

2.2
Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as
consideration for the conveyance of the Property, subject to the adjustments
provided for in this Contract, the amount of ELEVEN MILLION FIVE HUNDRED
THOUSAND and No/100 Dollars ($11,500,000.00) (the Purchase Price).

2.3
Allocation. Buyer and Seller shall attempt to agree, prior to the
expiration of the Review Period, on an allocation of the Purchase Price among
Real Property, tangible Personal Property and intangible property related to
the Property. In the event Buyer and Seller do not agree, each party shall be
free to allocate the Purchase Price to such items as they deem appropriate,
subject to and in accordance with applicable laws.

2.4
Payment. The portion of the Purchase Price, less the Earnest Money
Deposit and interest earned thereon, if any, which Buyer elects to have applied
against the Purchase Price (as provided below), less the Escrow Funds, shall be
paid to Seller in cash, certified funds or wire transfer, at the Closing of the
Property. At the Closing, the Earnest Money Deposit, together with interest
earned thereon, if any, shall, at Buyers election, be returned to Buyer or
shall be paid over to Seller by Escrow Agent to be applied to the portion of
the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited
into an escrow account pursuant to the Post-Closing Agreement as contemplated
by Section 8.9.

2.5
Earnest Money Deposit.

(a)
Within three (3) Business Days after the full execution and delivery of this
Contract, Buyer shall deposit the sum of One Hundred Thousand and No/100
Dollars ($100,000.00) in cash, certified bank check or by wire transfer of
immediately available funds (the Initial
Deposit) with the Title Company, as escrow agent (Escrow Agent), which sum shall be held
by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1
of this Contract, Buyer elects to terminate this Contract at any time prior to
the expiration of the Review Period, then the Escrow Agent shall return the
Earnest Money Deposit to Buyer promptly upon written notice to that effect from
Buyer. If Buyer does not elect to terminate this Contract on or before the
expiration of the Review Period, Buyer shall, within three (3) Business Days
after the expiration of the Review Period deposit the Additional Deposit with
the Escrow Agent. The Initial Deposit and the Additional Deposit, and all
interest accrued thereon, shall hereinafter be referred to as the Earnest Money Deposit.

7

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(b)
The Earnest Money Deposit shall be held by Escrow Agent subject to the terms
and conditions of an Escrow Agreement dated as of the date of this Contract
entered into by Seller, Buyer and Escrow Agent (the Escrow Agreement). The Earnest Money
Deposit shall be held in an interest-bearing account in a federally insured
bank or savings institution reasonably acceptable to Seller and Buyer, with all
interest to accrue to the benefit of the party entitled to receive it and to be
reportable by such party for income tax purposes.

ARTICLE III
REVIEW PERIOD

3.1
Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time
on the date that is forty-five (45) days after the date of this Contract, unless
a longer period of time is otherwise provided for in this Contract and except
as otherwise agreed to by Buyer and Seller (the Review Period), to evaluate the legal, title, survey,
construction, physical condition, structural, mechanical, environmental,
economic, permit status, franchise status, financial and other documents and
information related to the Property. Within three (3) Business Days following
the date of this Contract, Seller, at Sellers sole cost and expense, will
deliver to Buyer (or make available at the Hotel) for Buyers review, to the
extent not previously delivered to Buyer, true, correct and complete copies of
the following, together with all amendments, modifications, renewals or
extensions thereof:

(a)
All Warranties and Licenses relating to the Hotel or any part thereof;

(b)
Income and expense statements and budgets for the Hotel, for the current year
to date and each of the three (3) prior fiscal years (the Financial Statements), and Seller
shall provide to Buyer copies of all income and expense statements generated by
Seller or any third party that relate to the operations of the Hotel and that
contain information not included in the financial statements, if any, provided
to Buyer by the Existing Manager, provided that Seller also agrees to provide
to Buyers auditors and representatives all financial and other information
necessary or appropriate for preparation of audited financial statements for
Buyer and/or its Affiliates as provided in Section 8.6, below;

(c)
All real estate and personal property tax statements with respect to the Hotel
and notices of appraised value for the Real Property for the current year (if
available) and each of the three (3) calendar years prior to the current year;

(d)
Engineering, mechanical, architectural and construction plans, drawings,
specifications and contracts, payment and performance bonds, title policies,
reports and commitments, zoning information and marketing and economic data
relating to the Hotel and the construction, development, installation and
equipping thereof, as well as copies of all environmental reports and
information, topographical, boundary or as built surveys, engineering
reports, subsurface studies and other Contracts, Plans and Specs relating to or
affecting the Hotel. If the Hotel is purchased by Buyer, all such documents and
information relating to the Hotel shall thereupon be and become the property of
Buyer without payment of any additional consideration therefor;

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(e)
All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule
of such Leases of space in the Hotel, and all agreements for real estate
commissions, brokerage fees, finders fees or other compensation payable by
Seller in connection therewith; and

(f)
All notices received from governmental authorities in connection with the Hotel
and all other notices received from governmental authorities received at any
time that relate to any noncompliance or violation of law that has not been
corrected.

(g)
Any other information described on Schedule 3.1 attached hereto.

Seller
shall, upon request of Buyer, make available to Buyer and Buyers representatives
and agents, for inspection and copying during normal business hours, Records
located at Sellers corporate offices, and Seller agrees to provide Buyer
copies of all other reasonably requested information that is relevant to the
management, operation, use, occupancy or leasing of or title to the applicable
Hotel and the plans specifications for development of the Hotel. At any time
during the Review Period, Buyer may, in its sole and absolute discretion, elect
not to proceed with the purchase of the Property for any reason whatsoever by
giving written notice thereof to Seller, in which event: (i) the Earnest Money
Deposit shall be promptly returned by Escrow Agent to Buyer together with all
accrued interest, if any, (ii) this Contract shall be terminated automatically,
(iii) all materials supplied by Seller to Buyer shall be returned promptly to
Seller, and (iv) both parties will be relieved of all other rights, obligations
and liabilities hereunder, except for the parties obligations pursuant to Sections
3.3 and 16.6 below.

3.2
Due Diligence Examination. At any time during the Review Period, and
thereafter through Closing of the Property, Buyer and/or its representatives
and agents shall have the right to enter upon the Property at all reasonable
times for the purposes of reviewing all Records and other data, documents
and/or information relating to the Property and conducting such surveys,
appraisals, engineering tests, soil tests (including, without limitation, Phase
I and Phase II environmental site assessments), inspections of construction and
other inspections and other studies as Buyer deems reasonable and necessary or
appropriate to evaluate the Property, subject to providing reasonable advance
notice to Seller unless otherwise agreed to by Buyer and Seller (the Due Diligence Examination). Seller
shall have the right to have its representative present during Buyers physical
inspections of its Property, provided that failure of Seller to do so shall not
prevent Buyer from exercising its due diligence, review and inspection rights
hereunder. Buyer agrees to exercise reasonable care when visiting the Property,
in a manner which shall not materially adversely affect the operation of the
Property.

3.3
Restoration; Indemnification. Buyer covenants and agrees not to damage
or destroy any portion of the Property in conducting its examinations and
studies of the Property during the Due Diligence Examination and, if closing
does not occur, shall repair any portion of the Property damaged by the conduct
of Buyer, its agents or employees, to substantially the condition such
portion(s) of the Property were in immediately prior to such examinations or
studies. Buyer shall indemnify and hold Seller harmless for and from all costs,
claims, damages, or liability of any kind resulting from all acts or omissions
of Buyer, its contractors, employees, or agents arising out of or relating to
the exercise of the right of entry set forth in Section 3.2.

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The provisions
of this Section 3.3 shall survive the expiration or termination of this
Contract or the Closing.

3.4
Seller Exhibits. Buyer shall have until the end of the Review Period to
review and approve the information on Exhibits B, C, D, E and F. In the event
Buyer does not approve any such Exhibit or the information contained therein,
Buyer shall be entitled to terminate this Contract by notice to Seller and the
Earnest Money Deposit shall be returned to Buyer with all interest thereon and
both parties shall be relieved of all rights, obligations and liabilities
hereunder except for the parties obligations pursuant to Sections 3.3 and
16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

4.1
Survey. Seller has delivered to Buyer true, correct and complete copies
of the most recent surveys of the Real Property. In the event that an update of
the survey or a new survey (such updated or new surveys being referred to as
the Survey) are desired
by Buyer, then Buyer shall be responsible for all costs related thereto.

4.2
Title. Seller has delivered to Buyer its existing title insurance
policy, including copies of all documents referred to therein (if such
documents are in Sellers possession or control), for its Real Property.
Buyers obligations under this Contract are conditioned upon Buyer being able
to obtain for the Property (i) a Commitment for Title Insurance (the Title Commitment) issued by Chicago
Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas
75240 (the Title Company),
for the most recent standard form of owners policy of title insurance in the
state in which the Real Property is located, covering the Real Property,
setting forth the current status of the title to the Real Property, showing all
liens, claims, encumbrances, easements, rights of way, encroachments,
reservations, restrictions and any other matters affecting the Real Property
and pursuant to which the Title Company agrees to issue to Buyer at Closing an
Owners Policy of Title Insurance on the most recent form of ALTA (where
available) owners policy available in the state in which the Land is located,
with extended coverage and, to the extent applicable and available in such
state, comprehensive, access, single tax parcel, survey, contiguity, and such
other endorsements as may be required by Buyer (collectively, the Title Policy); and (ii) true,
complete, legible and, where applicable, recorded copies of all documents and
instruments (the Exception Documents)
referred to or identified in the Title Commitment, including, but not limited
to, all deeds, lien instruments, leases, plats, surveys, reservations,
restrictions, and easements affecting the Real Property.

4.3
Survey or Title Objections. If Buyer discovers any title or survey
matter which is objectionable to Buyer, Buyer may provide Seller with written
notice of its objection to same on or before the expiration of the Review
Period (the Title Review Period).
If Buyer fails to so object in writing to any such matter set forth in the
Survey or Title Commitment, it shall be conclusively assumed that Buyer has
approved same. If Buyer disapproves any condition of title, survey or other
matters by written objection to Seller on or before the expiration of the Title
Review Period, Seller shall elect either to attempt to cure or not cure any
such item by written notice sent to Buyer within five (5) days after its
receipt of notice from Buyer, and if Seller commits in writing to attempt to
cure any such item, then Seller shall be given until the Closing Date to cure
any such defect. In the event Seller shall fail to cure a defect which Seller
has

10

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committed in
writing to cure prior to Closing, or if a new title defect arises after the
eeffective date of Buyers Title Commitment or Survey, but prior to Closing
(and Seller fails to cure such title defect), then Buyer may elect, in Buyers
sole and absolute discretion: (i) to waive such objection and proceed to
Closing, or (ii) to terminate this Contract and receive a return of the Earnest
Money Deposit, and any interest thereon. The items shown on the Title
Commitment which are not objected to by Buyer as set forth above (other than
exceptions and title defects arising after the title review period and other
than those standard exceptions which are ordinarily and customarily omitted in
the state in which the applicable Hotel is located, so long as Seller provides
the appropriate owners affidavit, gap indemnity or other documentation
reasonably required by the Title Company for such omission) are hereinafter referred
to as the Permitted Exceptions.
In no event shall Permitted Exceptions include liens, or documents evidencing
liens, securing any indebtedness (including vehicle or FF&E leases or
financing arrangements) any mechanics or materialmens liens or any claims or
potential claims therefor covering the Property or any portion thereof (Seller Liens), each of which shall be
paid in full by Seller and released at Closing. If a vehicle or FF&E lease
or other financing cannot be released at Closing, Seller shall credit Buyer at
Closing with the amount necessary to fully pay off such lease or financing over
its term.

ARTICLE V 
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

At
or prior to the Closing, Seller shall terminate the Existing Management Agreement
and the Existing Franchise Agreement, and Seller shall be solely responsible
for all claims and liabilities arising thereunder on, prior to or following the
Closing Date. As a condition to Closing, Buyer shall enter into the New
Management Agreement and the New Franchise Agreement, effective as of the
Closing Date. Seller shall be responsible for paying all costs related to the
termination of the Existing Management Agreement. Buyer shall be responsible
for paying all reasonable and actual costs of the Franchisor related to the
assignment or termination, as applicable, of the Existing Franchise Agreement.
Seller shall use commercially reasonable efforts to promptly provide all
information required by the Franchisor in connection with the New Franchise
Agreement, and Seller and Buyer shall diligently pursue obtaining each the
same. As a condition to Buyers and Sellers obligation to close under this
Contract, Buyer and Manager shall agree, on or before the expiration of the
Review Period, on the form and substance of the New Management Agreement, which
New Management shall contain, among other things, the terms described on
Schedule 5 attached hereto. As a condition to Buyers and Sellers obligation
to close under this Contract, Buyer shall agree with Franchisor upon the form
and content of the New Franchise Agreement on or before the expiration of the
Review Period.

ARTICLE VI
BROKERS

Seller
and Buyer each represents and warrants to the other that it has not engaged any
broker, finder or other party in connection with the transaction contemplated
by this Contract. Buyer and Seller each agree to save and hold the other
harmless from any and all losses, damages, liabilities, costs and expenses
(including, without limitation, attorneys fees) involving claims made by any
other agent, broker, or other person by or through the acts of Buyer or Seller,
respectively, in connection with this transaction.

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ARTICLE VII 
REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1
Sellers Representations, Warranties and Covenants. Seller and the
Indemnitor hereby represent, warrant and covenant to Buyer as follows:

(a)
Authority; No Conflicts. Seller is a limited liability company duly
formed, validly existing and in good standing in the State of Georgia. Seller
has obtained all necessary consents to enter into and perform this Contract and
is fully authorized to enter into and perform this Contract and to complete the
transactions contemplated by this Contract. No consent or approval of any
person, entity or governmental authority is required for the execution,
delivery or performance by Seller of this Contract, except as set forth in Exhibit
D, and this Contract is hereby binding and enforceable against Seller.
Neither the execution nor the performance of, or compliance with, this Contract
by Seller has resulted, or will result, in any violation of, or default under,
or acceleration of, any obligation under any existing corporate charter,
certificate of incorporation, bylaw, articles of organization, limited
liability company agreement or regulations, partnership agreement or other
organizational documents and under any, mortgage indenture, lien agreement,
promissory note, contract, or permit, or any judgment, decree, order, restrictive
covenant, statute, rule or regulation, applicable to Selleror to the Hotel.

(b)
FIRPTA. Seller is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those items are defined in the Internal
Revenue Code and Income Tax Regulations).

(c)
Bankruptcy. Neither Seller, nor to Sellers knowledge, any of its
partners or members, is insolvent or the subject of any bankruptcy proceeding,
receivership proceeding or other insolvency, dissolution, reorganization or
similar proceeding.

(d)
Property Agreements. A complete list of all FF&E Leases, Service
Contracts and Leases (other than those entered into by the Existing Manager on
its own behalf) used in or otherwise relating to the operation and business of
the Hotel is attached hereto as Exhibit C-1, and, to Sellers knowledge,
a complete list of all other FF&E Leases, Service Contracts and Leases used
in or otherwise relating to the operation and business of the Hotel is attached
hereto as Exhibit C-2. The assets constituting the Property to be
conveyed to Buyer hereunder constitute all of the property and assets of Seller
used in connection with the operation and business of the Hotel. There are no
leases, license agreements, leasing agents agreements, equipment leases,
building service agreements, maintenance contracts, suppliers contracts,
warranty contracts, operating agreements, or other agreements (i) to which
Seller is a party or an assignee, or (ii) to Sellers knowledge, binding upon
the Hotel, relating to the ownership, occupancy, operation, management or
maintenance of the Real Property, FF&E, Supplies or Tradenames, except for
those Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit
C or to be delivered to Buyer pursuant to Section 3.1. The Service
Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C
or to be delivered to Buyer pursuant to Section 3.1 are in full force and
effect, and no default has occurred and is continuing thereunder and no
circumstances exist which, with the giving of notice, the lapse of time or
both, would constitute such a default. No party has any right or option to
acquire the Hotel or any portion thereof, other than Buyer.

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(e)
Pending Claims. Seller has not received notice of any pending, and to
Sellers knowledge, there are no threatened: (i) claims, demands, litigation,
proceedings or governmental investigations against Seller, the Existing Manager
or any Affiliate of any of them (collectively, Seller Parties) or related to the business or assets of
the Hotel, except as set forth on Exhibit Fattached hereto and incorporated
herein by reference, (ii) special assessments or extraordinary taxes except as
set forth in the Title Commitment or (iii) pending or threatened condemnation
or eminent domain proceedings which would affect the Property or any part
thereof. Seller has not received notice of any pending, and to Sellers
knowledge, there are no threatened: arbitration proceedings or unsatisfied
arbitration awards, or judicial proceedings or orders respecting awards, which
might become a lien on the Property or any portion thereof, unfair labor
practice charges or complaints, unsatisfied unfair labor practice orders or judicial
proceedings or orders with respect thereto, charges or complaints with or by
city, state or federal civil or human rights agencies, unremedied orders by
such agencies or judicial proceedings or orders with respect to obligations
under city, state or federal civil or human rights or antidiscrimination laws
or executive orders affecting the Hotel, or other litigation claims, charges,
complaints, petitions or unsatisfied orders by or before any administrative
agency or court which affect the Hotel or might become a lien on the Hotel
(collectively, the Pending Claims).

(f)
Environmental. With respect to environmental matters, to Sellers
knowledge, (i) there has been no Release or threat of Release of Hazardous
Materials in, on, under, to, from or in the area of the Real Property, except
as disclosed in the reports and documents set forth on Exhibit E
attached hereto and incorporated herein by reference, (ii) no portion of the
Property is being used for the treatment, storage, disposal or other handling
of Hazardous Materials or machinery containing Hazardous Materials other than
standard amounts of cleaning supplies and chlorine for the swimming pool, all
of which are stored on the Property in strict accordance with applicable
Environmental Requirements and do not exceed limits permitted under applicable
laws, including without limitation Environmental Requirements, (iii) no
underground storage tanks are currently located on or in the Real Property or
any portion thereof, (iv) no environmental investigation, administrative order,
notification, consent order, litigation, claim, judgment or settlement with
respect to the Property or any portion thereof is pending or threatened, (v)
there is not currently and, to Sellers knowledge, never has been any mold,
fungal or other microbial growth in or on the Real Property, or existing
conditions within buildings, structures or mechanical equipment serving such
buildings or structures, that could reasonably be expected to result in
material liability or material costs or expenses to remediate the mold, fungal
or microbial growth, or to remedy such conditions that could reasonably be
expected to result in such growth, and (vi) except as disclosed on Exhibit E,
there are no reports or other documentation regarding the environmental
condition of the Real Property in the possession of Seller or Sellers
Affiliates, consultants, contractors or agents. As used in this Contract: Hazardous Materials means (1)
hazardous wastes as defined by the Resource Conservation and Recovery Act of
1976, as amended from time to time (RCRA), (2) hazardous substances as
defined by the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund
Amendment and Reauthorization Act of 1986 and as otherwise amended from time to
time (CERCLA); (3) toxic
substances as defined by the Toxic Substances Control Act, as

13

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amended from
time to time (TSCA), (4)
hazardous materials as defined by the Hazardous Materials Transportation Act,
as amended from time to time (HMTA),
(5) asbestos, oil or other petroleum products, radioactive materials, urea
formaldehyde foam insulation, radon gas and transformers or other equipment
that contains dielectric fluid containing polychlorinated biphenyls and (6) any
substance whose presence is detrimental or hazardous to health or the
environment, including, without limitation, microbial or fungal matter or mold,
or is otherwise regulated by federal, state and local environmental laws
(including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations
and orders, regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Materials or environmental, health or safety
compliance (collectively, Environmental
Requirements). As used in this Contract: Release means spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping or disposing.

(g)
Title and Liens. Except for Seller Liens to be released at Closing,
Seller has good and marketable fee simple absolute title to the Real Property,
subject only to the Permitted Exceptions. Except for the FF&E subject to
the FF&E Leases and any applicable Permitted Exceptions, Seller has good
and marketable title to the Personal Property, free and clear of all liens,
claims, encumbrances or other rights whatsoever (other than the Seller Liens
which must be released at Closing), and there are no other liens, claims,
encumbrances or other rights pending or of which any Seller Party has received
notice or which are otherwise known to any Seller Party related to any other
Personal Property.

(h)
Utilities. All appropriate utilities, including sanitary and storm
sewers, water, gas, telephone, cable and electricity, are, to Sellers
knowledge, currently sufficient and available to service the Hotel and all
installation, connection or tap-on, usage and similar fees have been paid.

(i)
Licenses, Permits and Approvals. Seller has not received any written
notice, and Seller has no knowledge that the Property fails to comply with all
applicable licenses, permits and approvals and federal, state or local
statutes, laws, ordinances, rules, regulations, requirements and codes
including, without limitation, those regarding zoning, land use, building,
fire, health, safety, environmental, subdivision, water quality, sanitation
controls and the Americans with Disabilities Act, and similar rules and regulations
relating and/or applicable to the ownership, use and operation of the Property
as it is now operated. Seller has received all licenses, permits and approvals
required or needed for the lawful conduct, occupancy and operation of the
business of the Hotel, and each license and permit is in full force and effect,
and will be received and in full force and effect as of the Closing. No
licenses, permits or approvals necessary for the lawful conduct, occupancy or
operation of the business of the Hotel, to Sellers knowledge requires any
approval of a governmental authority for transfer of the Property except as set
forth in Exhibit D.

(j)
Financial Statements. To the extent otherwise required hereunder, Seller
has delivered copies of all prior and current (i) Financial Statements for the
Hotel, (ii) operating statements prepared by the Existing Manager for the
Hotel, and (iii) monthly financial statements prepared by the Existing Manager
for the Hotel. Each of such statements is, to Sellers knowledge, complete and
accurate in all material respects and, except in the case of budgets

14

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prepared in
advance of the applicable operating period to which such budgets relate, fairly
presents the results of operations of the Hotel for the respective periods
represented thereby. Seller has relied upon the Financial Statements in
connection with its ownership and operation of the Hotel, and there are no
independent audits or financial statements prepared by third parties relating
to the operation of the Hotel other than the Financial Statements prepared by
or on behalf of the Existing Manager, all of which have been provided to Buyer.

(k)
Employees. All employees employed at the Hotel are the employees of the
Existing Manager. There are, to Sellers knowledge, no (i) unions organized at
the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or
slow downs, or any other labor disputes pending or threatened with respect to
any of the employees at the Hotel, or (iii) collective bargaining or other
labor agreements to which Seller or the Existing Manager or the Hotel is bound
with respect to any employees employed at the Hotel.

(l)
Operations. The Hotel has at all times been operated by Existing Manager
in accordance with all applicable laws, rules, regulations, ordinances and
codes.

(m)
Existing Management and Franchise Agreements. Seller has furnished to
Buyer true and complete copies of the Existing Management Agreement and the
Existing Franchise Agreement, which constitutes the entire agreement of the
parties thereto with respect to the subject matter thereof and which have not
been amended or supplemented in any respect. There are no other management
agreements, franchise agreements, license agreements or similar agreements for
the operation or management of the Hotel or relating to the Brand, to which
Seller is a party or which are binding upon the Property, except for the
Existing Management Agreement and the Existing Franchise Agreement. The
Improvements comply with, and the Hotel is being operated in accordance with,
all requirements of such Existing Management Agreement and the Existing
Franchise Agreement and all other requirements of the Existing Manager and the Franchisor,
including all brand standard requirements of the Existing Manager and the
Franchisor. The Existing Management Agreement and the Existing Franchise
Agreement are in full force and effect, and shall remain in full force and
effect until the termination of the Existing Management Agreement and the
Existing Franchise Agreement at Closing, as provided in Article V hereof. No
default has occurred and is continuing under the Existing Management Agreement
or the Existing Franchise Agreement, and no circumstances exist which, with the
giving of notice, the lapse of time or both, would constitute such a default.

(n)
Construction of Hotel.

| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 The Hotel is being transferred on an AS IS basis. To the extent that Seller
 has knowledge of problems with the physical condition of the Hotel, Seller
 hereby discloses such information on Schedule 7.1(n) attached.                          
| |                                                                                                                                                                                                                                                       
| | (ii)
 The Personal Property is being transferred on an AS IS basis. To the extent
 that Seller has knowledge of problems with the physical condition of the
 Personal Property, Seller hereby discloses such information on Schedule
 7.1(n) attached.

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| |                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)
 Current easements for ingress and egress, drainage, signage and utilities
 serving the Hotel have either been dedicated to the public, conveyed to the
 appropriate utility or will be conveyed to Buyer along with the Property.

7.2
Buyers Representations, Warranties and Covenants. Buyer represents,
warrants and covenants:

(a)
Authority. Buyer is a corporation duly formed, validly existing and in
good standing in the Commonwealth of Virginia. Buyer has received or will have
received by the applicable Closing Date all necessary authorization of the
Board of Directors of Buyer to complete the transactions contemplated by this
Contract. No other consent or approval of any person, entity or governmental
authority is required for the execution, delivery or performance by Buyer of
this Contract, and this Contract is hereby binding and enforceable against
Buyer.

(b)
Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy
proceeding, receivership proceeding or other insolvency, dissolution,
reorganization or similar proceeding.

7.3
Survival. All of the representations and warranties are true, correct
and complete in all material respects as of the date hereof (without
qualification or limitation as to a partys knowledge thereof except as
expressly provided for in this Article VII). All of the representations and
warranties made herein shall survive Closing for a period of two (2) years and
shall not be deemed to merge into or be waived by the Deed or any other closing
documents, unless otherwise waived by Buyer hereunder.

ARTICLE VIII
ADDITIONAL COVENANTS

8.1
Subsequent Developments. After the date of this Contract and until the
Closing Date, Seller shall use commercially reasonable efforts to keep Buyer
fully informed of all subsequent developments of which Seller has knowledge (Subsequent Developments) which would
cause any of Sellers representations or warranties contained in this Contract
to be no longer accurate in any material respect.

8.2
Operations. From and after the date hereof through the Closing on the
Property, Seller shall comply with the Existing Management Agreement and the
Existing Franchise Agreement and keep the same in full force and effect and
shall perform and comply with all of the following subject to and in accordance
with the terms of such agreements:

(a)
Continue to maintain the Property generally in accordance with prudent business
practices and pursuant to and in compliance with the Existing Management
Agreement and the Existing Franchise Agreement, including, without limitation,
(i) using reasonable efforts to keep available the services of all present
employees at the Hotel and to preserve its relations with guests, suppliers and
other parties doing business with Seller with respect to the Hotel, (ii)
accepting booking contracts for the use of the Hotels facilities retaining
such bookings in accordance with the terms of the Existing Management Agreement
and the Existing Franchise Agreement, (iii) maintaining the current level of advertising
and other promotional activities for

16

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the Hotels
facilities, (iv) maintaining the present level of insurance with respect to the
Hotel in full force and effect until the Closing Date for the Hotel and (v)
remaining in compliance in all material respects with all current Licenses;

(b)
Keep, observe, and perform in all material respects all its obligations under
and pursuant to the Leases, the Service Contracts, the FF&E Leases, the
Existing Management Agreement, the Existing Franchise Agreement, the Contracts,
Plans and Specs, the Warranties and all other applicable contractual
arrangements relating to the Hotel;

(c)
Not cause or permit the removal of FF&E from the Hotel except for the
purpose of discarding worn and valueless items that have been replaced with
FF&E of equal or better quality; timely make all repairs, maintenance, and
replacements to keep all FF&E and all other Personal Property and all Real
Property in good operating condition; keep and maintain the Hotel in a good
state of repair and condition, reasonable and ordinary wear and tear excepted;
and not commit waste of any portion of the Hotel;

(d)
Maintain the levels and quality of the Personal Property generally at the levels
and quality existing on the date hereof and keep merchandise, supplies and
inventory adequately stocked, consistent with good business practice, as if the
sale of the Hotel hereunder were not to occur, including, without limitation,
maintaining linens and bath towels at least at a 2-par level for all suites or
rooms of the Hotel;

(e)
Advise Buyer promptly of any litigation, arbitration, or administrative hearing
before any court or governmental agency concerning or affecting the Hotel which
is instituted or threatened after the date of this Contract or if any
representation or warranty contained in this Contract shall become false;

(f)
Not take, or purposefully omit to take, any action that would have the effect
of violating any of the representations, warranties, covenants or agreements of
Seller contained in this Contract;

(g)
Pay or cause to be paid all taxes, assessments and other impositions levied or
assessed on the Hotel or any part thereof prior to the delinquency date, and
comply with all federal, state, and municipal laws, ordinances, regulations and
orders relating to the Hotel;

(h)
Not sell or assign, or enter into any agreement to sell or assign, or create or
permit to exist any lien or encumbrance (other than a Permitted Exception) on,
the Property or any portion thereof; and

(i)
Not allow any permit, receipt, license, franchise or right currently in
existence with respect to the operation, use, occupancy or maintenance of the
Hotel to expire, be canceled or otherwise terminated.

Neither
Seller nor Existing Manager shall, without first obtaining the written approval
of Buyer, which approval shall not be unreasonably withheld, enter into any new
FF&E Leases, Service Contracts, Leases or other contracts or agreements
related to the Hotel, or extend any existing such agreements, unless such
agreements (x) can be terminated, without payment or penalty, upon thirty (30)
days prior notice or (y) will expire prior to the Closing Date.

17

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8.3
Third Party Consents. Prior to the Closing Date, Seller shall, at its
expense, (i) obtain any and all third party consents and approvals (x) required
in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would
materially adversely affect the operation of the Hotel, including, without
limitation, all consents and approvals referred to on Exhibit D and (ii)
use commercially reasonable efforts to obtain all other third party consents
and approvals (all of such consents and approvals in (i) and (ii) above being
referred to collectively as, the Third Party Consents).

8.4
Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and
its employees, representatives and agents shall have the right to communicate
with Sellers staff, and, subject to the approval of the Existing Manager, the
Hotel staff and the Existing Managers staff, including without limitation the
general manager, the director of sales, the engineering staff and other key
management employees of the Hotel, at any time before Closing. Buyer shall not
interfere with the operations of the Hotel while engaging in such communication
in a manner that materially adversely affects the operation of any Property or
the Existing Management Agreements.

8.5
Estoppel Certificates. Seller shall obtain from (i) each tenant under
any Lease affecting the Hotel (but not from current or prospective occupants of
hotel rooms and suites within the Hotel), (ii) each lessor under any FF&E
Lease for the Hotel identified by Buyer as a material FF&E Lease, and (iii)
each declarant, property owners association or similar entity have authority
over the development of which the Property is a part, if any, the estoppel
certificates substantially in the forms provided by Buyer to Seller, and
deliver to Buyer on or before Closing. The information contained in such
estoppel certificates shall be subject to Buyers reasonable approval and shall
contain no materially adverse information (e.g., no defaults by the Property as
to use, construction or otherwise and no past due fees, dues, charges or
assessments).

8.6
Access to Financial Information. Buyers representatives shall have
access to, and Seller and its Affiliates shall cooperate with Buyer and furnish
upon request, all financial and other information relating to the Hotels
operations to the extent necessary to enable Buyers representatives to prepare
audited financial statements in conformity with Regulation S-X of the
Securities and Exchange Commission (the SEC) and other applicable rules and
regulations of the SEC and to enable them to prepare a registration statement,
report or disclosure statement for filing with the SEC on behalf of Buyer or
its Affiliates, whether before or after Closing and regardless of whether such
information is included in the Records to be transferred to Buyer hereunder.
Seller shall also provide to Buyers representative a signed representation
letter in form and substance reasonably acceptable to Seller sufficient to
enable an independent public accountant to render an opinion on the financial
statements related to the Hotel. Buyer will reimburse Seller for costs
reasonably incurred by Seller to comply with the requirements of the preceding
sentence to the extent that Seller is required to incur costs not in the
ordinary course of business for third parties to provide such representation
letters. The provisions of this Section shall survive Closing or termination of
this Contract.

8.7
Bulk Sales. At Sellers risk and expense, Seller shall take all steps
necessary to comply with the requirements of a transferor under all bulk
transfer laws, if any, that are applicable to the transactions contemplated by
this Contract.

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8.8
Indemnification. If the transactions contemplated by this Contract are
consummated as provided herein:

(a)
Indemnification of Buyer. Without in any way limiting or diminishing the
warranties, representations or agreements herein contained or the rights or
remedies available to Buyer for a breach hereof, Seller hereby agrees to
indemnify, defend and hold harmless Buyer and its respective designees,
successors and assigns from and against all losses, judgments, liabilities,
claims, damages or expenses (including reasonable attorneys fees) of every
kind, nature and description in existence before, on or after Closing, whether
known or unknown, absolute or continent, joint or several, arising out of or
relating to:

| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 any claim made or asserted against Buyer or any of the Property by a creditor
 of Seller, including any claims based on or alleging a violation of any bulk
 sales act or other similar laws;
| |                                                                                                                                                                                                   
| | (ii)
 the breach of any representation, warranty, covenant or agreement of Seller
 contained in this Contract;                                                                                    
| |                                                                                                                                                                                                   
| | (iii)
 any liability or obligation of Seller not expressly assumed by Buyer pursuant
 to this Contract;                                                                                           
| |                                                                                                                                                                                                   
| | (iv)
 any claim made or asserted by an employee of Seller arising out of Sellers
 decision to sell the Property; and                                                                             
| |                                                                                                                                                                                                   
| | (v)
 the conduct and operation by or on behalf of Seller of its Hotel or the
 ownership, use or operation of its Property prior to Closing.                                                       

(b)
Indemnification of Seller. Without in any way limiting or diminishing
the warranties, representations or agreements herein contained or the rights or
remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect
to this Contract, to indemnify, defend and hold harmless Seller from and
against all losses, judgments, liabilities, claims, damages or expenses
(including reasonable attorneys fees) of every kind, nature and description in
existence before, on or after Closing, whether known or unknown, absolute or
contingent, joint or several, arising out of or relating to:

| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | (i)
 the breach of any representation, warranty, covenant or agreement of Buyer
 contained in this Contract;
| |                                                                                                             
| | (ii)
 the conduct and operation by Buyer of its business at the Hotel after the
 Closing; and               
| |                                                                                                             
| | (iii)
 any liability or obligation of Buyer expressly assumed by Buyer at Closing.                          

(c)
Indemnification Procedure for Claims of Third Parties. Indemnification,
with respect to claims resulting from the assertion of liability by those not
parties to this Contract (including governmental claims for penalties, fines
and assessments), shall be subject to the following terms and conditions:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 The party seeking indemnification (the Indemnified Party) shall give prompt
 written notice to the party or parties from which it is seeking
 indemnification (the Indemnifying Party) of any assertion
 of liability by a third party which might give rise to a claim for
 indemnification based on the foregoing provisions of this Section 8.8, which
 notice shall state the nature and basis of the assertion and the amount
 thereof, to the extent known; provided, however, that no delay on the part of
 the Indemnified Party in giving notice shall relieve the Indemnifying Party
 of any obligation to indemnify unless (and then solely to the extent that)
 the Indemnifying Party is prejudiced by such delay.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)
 If in any action, suit or proceeding (a Legal Action) the relief sought is
 solely the payment of money damages, and if the Indemnifying Party
 specifically agrees in writing to indemnify such Indemnified Party with
 respect thereto and demonstrates to the reasonable satisfaction of such
 Indemnified Party its financial ability to do so, the Indemnifying Party
 shall have the right, commencing thirty (30) days after such notice, at its
 option, to elect to settle, compromise or defend, pursuant to this paragraph,
 by its own counsel and at its own expense, any such Legal Action involving
 such Indemnified Partys asserted liability. If the Indemnifying Party does
 not undertake to settle, compromise or defend any such Legal Action, such
 settlement, compromise or defense shall be conducted in the sole discretion
 of such Indemnified Party, but such Indemnified Party shall provide the
 Indemnifying Party with such information concerning such settlement,
 compromise or defense as the Indemnifying Party may reasonably request from
 time to time. If the Indemnifying Party undertakes to settle, compromise or
 defend any such asserted liability, it shall notify such Indemnified Party in
 writing of its intention to do so within thirty (30) days of notice from such
 Indemnified Party provided above.                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iii)
 Notwithstanding the provisions of the previous subsection of this Contract,
 until the Indemnifying Party shall have assumed the defense of the Legal
 Action, the defense shall be handled by the Indemnified Party. Furthermore,
 (x) if the Indemnified Party shall have reasonably concluded that there are
 likely to be defenses available to it that are different from or in addition
 to those available to the Indemnifying Party; (y) if the Legal Action
 involves other than money damages and seeks injunctive or other equitable
 relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the
 Legal Action will, in the good faith opinion of Buyer, establish a custom or
 precedent which will be adverse to the best interest of the continuing
 business of the Hotel, the Indemnifying Party, shall not be entitled to
 assume the defense of the Legal Action and the defense shall be handled by the
 Indemnified Party, provided that, in the case of clause (z), the Indemnifying
 Party shall have the right to approve legal counsel selected by the
 Indemnified Party, such approval not to be unreasonably withheld, delayed or
 conditioned. If the defense of the Legal Action is handled by the Indemnified
 Party under the provisions of this subsection, the Indemnifying Party shall
 pay all legal and other expenses reasonably incurred by the Indemnified Party
 in conducting such defense.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iv)
 In any Legal Action initiated by a third party and defended by the
 Indemnifying Party (w) the Indemnified Party shall have the right to be
 represented by advisory counsel and accountants, at its own expense, (x) the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Indemnifying
 Party shall keep the Indemnified Party fully informed as to the status of
 such Legal Action at all stages thereof, whether or not the Indemnified Party
 is represented by its own counsel, (y) the Indemnifying Party shall make
 available to the Indemnified Party and its attorneys, accounts and other
 representatives, all books and records of Seller relating to such Legal
 Action and (z) the parties shall render to each other such assistance as may
 be reasonably required in order to ensure the proper and adequate defense of
 such Legal Action.                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (v)
 In any Legal Action initiated by a third party and defended by the Indemnifying
 Party, the Indemnifying Party shall not make settlement of any claim without
 the written consent of the Indemnified Party, which consent shall not be
 unreasonably withheld. Without limiting the generality of the foregoing, it
 shall not be deemed unreasonable to withhold consent to a settlement
 involving injunctive or other equitable relief against Buyer or its respective
 assets, employees, Affiliates or business, or relief which Buyer reasonably
 believes could establish a custom or precedent which will be adverse to the
 best interests of its continuing business.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vi)
 Notwithstanding anything to the contrary in this Contract, to the extent that
 the Indemnifying Partys or Indemnified Partys insurance coverages (other
 than deductibles, retentions or self-insurance) applicable to any such loss
 would be unavailable, reduced, or otherwise impaired as a result of
 compliance with the obligations in this Section 8.8(c), such obligations
 shall be deemed to be inapplicable with respect to such loss, and the parties
 will use good faith efforts to further resolve any such event, as necessary.                                                                                                                             

8.9
Escrow Funds. To provide for the timely payment of any post-closing
claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an
amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) (the Escrow
Funds) which shall be withheld from the Purchase Price payable
to Seller and shall be deposited for a period of six (6) months in an escrow
account with the Title Company pursuant to an escrow agreement reasonably
satisfactory in form and substance to Buyer and Seller (the Post-Closing
Agreement), which escrow and Post-Closing Agreement shall be
established and entered into at Closing and shall be a condition to Buyers
obligations under this Contract. If no claims have been asserted by Buyer
against Seller, or all such claims have been satisfied, within such 6-month
period, the Escrow Funds deposited by Seller shall be released to Seller. If
any claims remain outstanding, then the amount of such claims shall remain in
escrow until such claims have been satisfied or waived.

8.10 Liquor Licenses. As a condition to
Buyers obligations under this Contract, (i) the Manager or an Affiliate
thereof approved by Buyer shall have or shall have obtained all liquor licenses
and alcoholic beverage licenses necessary or desirable to operate any
restaurants, bars and lounges presently located within the Hotel (collectively,
the Liquor
Licenses) and, in the case of an Affiliate of the Manager, the
Hotel has the right to use such Liquor License, or (ii) if permitted under the
laws of the jurisdiction in which the Hotel is located, the Manager shall
execute and file any and all necessary forms, applications and other documents
(and Seller shall cooperate with the Manager in filing such forms, applications
and other documents) (including interim or transition agreements) with the
appropriate liquor and alcoholic beverage authorities prior to Closing so that
the Liquor Licenses remain in full force and effect upon completion of

21

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Closing.
Notwithstanding anything to the contrary in this Agreement, to the extent Buyer
is required by any applicable authority to participate in the foregoing
process, including, but not limited to, the delivery of information and other
materials relating to Buyer, Buyer shall undertake commercially reasonable
efforts to do so.

ARTICLE IX
CONDITIONS FOR CLOSING

9.1
Buyers Conditions for Closing. Unless otherwise waived in writing, and
without prejudice to Buyers right to cancel this Contract during the Review
Period, the duties and obligations of Buyer to proceed to Closing under the
terms and provisions of this Contract are and shall be expressly subject to
strict compliance with, and satisfaction or waiver of, each of the conditions
and contingencies set forth in this Section 9.1, each of which shall be deemed
material to this Contract. In the event of the failure of any of the conditions
set forth in this Section 9.1 or of any other condition to Buyers obligations
provided for in this Contract, which condition is not waived in writing by
Buyer, Buyer shall have the right at its option to declare this Contract
terminated, in which case the Earnest Money Deposit and any interest thereon
shall be immediately returned to Buyer and each of the parties shall be
relieved from further liability to the other, except as otherwise expressly
provided herein, with respect to this Contract.

(a)
All of Sellers representations and warranties contained in or made pursuant to
this Contract shall be true and correct in all material respects as if made
again on the Closing Date.

(b)
Buyer shall have received all of the instruments and conveyances listed in
Section 10.2.

(c)
Seller shall have performed, observed and complied in all material respects
with all of the covenants, agreements, closing requirements and conditions
required by this Contract to be performed, observed and complied with by
Seller, as and when required hereunder.

(d)
All Liquor Licenses shall be in full force and effect and shall remain in full
force and effect following Closing and shall have been or shall be transferred
to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof
approved by Buyer at or as of Closing, and Buyer shall have received
satisfactory evidence thereof.

(e)
Third Party Consents in form and substance satisfactory to Buyer shall have
been obtained and furnished to Buyer.

(f)
The Escrow Funds shall have been deposited in the escrow account pursuant to
the Post-Closing Agreement and the parties thereto shall have entered into the
Post-Closing Agreement.

(g)
The Existing Management Agreement and the Existing Franchise Agreement shall
have been terminated.

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(h)
Buyer and the Manager shall have executed and delivered the New Management
Agreement and Buyer and the Franchisor shall have executed and delivered the
New Franchise Agreement.

9.2
Sellers Conditions for Closing. Unless otherwise waived in writing, and
without prejudice to Sellers right to cancel this Contract during the Review
Period, the duties and obligations of Seller to proceed to Closing under the
terms and provisions of this Contract are and shall be expressly subject to
strict compliance with, and satisfaction or waiver of, each of the conditions
and contingencies set forth in this Section 9.2, each of which shall be deemed
material to this Contract. In the event of the failure of any of the conditions
set forth in this Section 9.2, which condition is not waived in writing by
Seller, Seller shall have the right at its option to declare this Contract
terminated and null and void, in which case the remaining Earnest Money Deposit
and any interest thereon shall be immediately returned to Buyer and each of the
parties shall be relieved from further liability to the other, except as
otherwise expressly provided herein.

(a)
All of Buyers representations and warranties contained in or made pursuant to
this Contract shall be true and correct in all material respects as if made
again on the Closing Date.

(b)
Seller shall have received all of the money, instruments and conveyances listed
in Section 10.3.

(c)
Buyer shall have performed, observed and complied in all material respects with
all of the covenants, agreements, closing requirements and conditions required
by this Contract to be performed, observed and complied with by Buyer, as and
when required hereunder.

ARTICLE X
CLOSING AND CONVEYANCE

10.1
Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the
Property shall occur on a date selected by Buyer that is the later of (a)
fifteen (15) business days after expiration of the Review Period or (b) the
date Buyer receives the New Franchise Agreement executed by the Franchisor,
provided in either case that all conditions to Closing by Buyer hereunder have
been satisfied. The date on which the Closing is to occur as provided in this
Section 10.1, or such other date as may be agreed upon by Buyer and Seller, is
referred to in this Contract as the Closing Date for the Property. The
Closing shall be held via escrow at the offices of the Title Company, or as
otherwise determined by Buyer and Seller.

10.2
Deliveries of Seller. At Closing, Seller shall deliver to Buyer the
following, and, as appropriate, all instruments shall be properly executed and
conveyance instruments to be acknowledged in recordable form (the terms,
provisions and conditions of all instruments not attached hereto as Exhibits
shall be mutually agreed upon by Buyer and Seller prior to such Closing):

(a)
Deed. A Special or Limited Warranty deed conveying to Buyer fee simple
title to the Real Property, subject only to the Permitted Exceptions (the Deed).

23

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(b)
Bills of Sale. Bills of sale to Buyer and/or its designated Lessee,
conveying title to the tangible Personal Property (other than the alcoholic
beverage inventories, which, at Buyers election, shall be transferred by
Seller to the Manager as holder of the Liquor Licenses required for operation
of the Hotel).

(c)
Existing Management and Franchise Agreements. The termination of the
Existing Management Agreement and the Existing Franchise Agreement.

(d)
General Assignments. Assignments of all of Sellers right, title and
interest in and to all FF&E Leases, Service Contracts and Leases identified
on Exhibit C hereto (the Hotel Contracts). The assignment shall
also be a general assignment and shall provide for the assignment of all of
Sellers right, title and interest in all Records, Warranties, Licenses,
Tradenames, Contracts, Plans and Specs and all other intangible Personal
Property applicable to the Hotel. The assignments shall contain
cross-indemnities by Buyer and Seller for their respective periods of
ownership.

(e)
FIRPTA; 1099. A FIRPTA Affidavit or Transferors Certificate of
Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and
an IRS Form 1099.

(f)
Title Company Documents. All affidavits, gap indemnity agreements and
other documents reasonably required by the Title Company. At Buyers sole
expense, Buyer shall have obtained an irrevocable commitment directly from the
Title Company (or in the event the Title Company is not willing to issue said
irrevocable commitment, then from such other national title company as may be
selected by either Buyer or Seller) for issuance of an Owners Policy of Title
Insurance to Buyer insuring good and marketable fee simple absolute title to
the Real Property constituting part of the Property, subject only to the
Permitted Exceptions in the amount of the Purchase Price.

(g)
Possession; Estoppel Certificates. Possession of the Property, subject
only to rights of guests in possession and tenants pursuant to written leases
included in the Leases, and estoppel certificates from tenants under Leases and
the lessors under FF&E Leases in form and substance acceptable to Buyer.

(h)
Vehicle Titles. The necessary certificates of titles duly endorsed for
transfer together with any required affidavits and other documentation
necessary for the transfer of title or assignment of leases from Seller to
Buyer of any motor vehicles used in connection with the Hotels operations.

(i)
Authority Documents. Certified copy of resolutions of the Board of
Directors of Seller authorizing the sale of the Property contemplated by this
Contract, and/or other evidence reasonably satisfactory to Buyer and the Title
Company that the person or persons executing the closing documents on behalf of
Seller have full right, power and authority to do so, along with a certificate
of good standing of Seller from the State in which the Property is located.

(j)
Miscellaneous. Such other instruments as are contemplated by this
Contract to be executed or delivered by Seller, reasonably required by Buyer or
the Title Company, or customarily executed in the jurisdiction in which the
Hotel is located, to effectuate the conveyance of property similar to the
Hotel, with the effect that, after the Closing, Buyer will

24

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have succeeded
to all of the rights, titles, and interests of Seller related to the Hotel and
Seller will no longer have any rights, titles, or interests in and to the
Hotel.

(k)
Plans, Keys, Records, Etc. To the extent not previously delivered to and
in the possession of Buyer, all Contracts, Plans and Specs, all keys for the
Hotel (which keys shall be properly tagged for identification), all Records,
including, without limitation, all Warranties, Licenses, Leases, FF&E
Leases and Service Contracts for the Hotel.

(l)
Closing Statements. Sellers Closing Statement, and a certificate
confirming the truth of Sellers representations and warranties hereunder as of
the Closing Date.

10.3
Buyers Deliveries. At Closing of the Hotel, Buyer shall deliver the
following:

(a)
Purchase Price. The balance of the Purchase Price, adjusted for the
adjustments provided for in Section 12.1, below, and less any sums to be
deducted therefrom as provided in Section 2.4.

(b)
Authority Documents. Certified copy of resolutions of the Board of
Directors of Buyer authorizing the purchase of the Hotel contemplated by this
Contract, and/or other evidence satisfactory to Seller and the Title Company
that the person or persons executing the closing documents on behalf of Buyer
have full right, power and authority to do so.

(c)
Miscellaneous. Such other instruments as are contemplated by this
Contract to be executed or delivered by Buyer, reasonably required by Seller or
the Title Company, or customarily executed in the jurisdiction in which the
Hotel is located, to effectuate the conveyance of property similar to the
Hotel, with the effect that, after the Closing, Buyer will have succeeded to
all of the rights, titles, and interests of Seller related to the Hotel and
Seller will no longer have any rights, titles, or interests in and to the
Hotel.

(d)
Closing Statements. Buyers Closing Statement, and a certificate
confirming the truth of Buyers representations and warranties hereunder as of
the Closing Date.

ARTICLE XI
COSTS

All
Closing costs shall be paid as set forth below:

11.1
Sellers Costs. In connection with the sale of the Property contemplated
under this Contract, Seller shall be responsible for all transfer and
recordation taxes, including, without limitation, all transfer, mansion,
excise, sales, use or bulk transfer taxes or like taxes on or in connection
with the transfer of the Real Property and the Personal Property constituting
part of the Property pursuant to the Bill of Sale, and all accrued taxes of
Seller prior to Closing and income, sales and use taxes and other such taxes of
Seller attributable to the sale of the Property to Buyer. Seller shall be
responsible for all costs related to the termination of the Existing Management
Agreement as provided in Article V. Seller shall also be responsible for any
costs and expenses of its attorneys, accountants, appraisers and other
professionals, consultants and representatives. Seller shall also be
responsible for payment of all prepayment penalties and

25

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other amounts
payable in connection with the pay-off of any liens and/or indebtedness
encumbering all or any portion of the Property.

11.2
Buyers Costs. In connection with the purchase of the Property
contemplated under this Contract, Buyer shall be responsible for the costs and
expenses of its attorneys, accountants and other professionals, consultants and
representatives. Buyer shall also be responsible for the costs and expenses in
connection with the preparation of any environmental report, any update to the
survey and the costs and expenses of preparation of the title insurance
commitment and the issuance of the title insurance policy contemplated by Article
IV and the per page recording charges and clerks fee for the Deed (if
applicable). Buyer shall also be responsible for the fees for the performance
of the property improvement plan (PIP) review and report by the Franchisor.

ARTICLE XII
ADJUSTMENTS

12.1
Adjustments. Unless otherwise provided herein, at Closing, adjustments
between the parties shall be made as of 11:59 p.m. on the eve of the Closing
Date (the Cutoff Time), with the income and expenses accrued prior
to the Cutoff Time being allocated to Seller and the income and expenses
accruing on and after the Cutoff Time being allocated to Buyer, all as set
forth below. All of such adjustments and allocations shall be made in cash at
Closing and shall be collected through and/or adjusted in accordance with the
terms of the Existing Management Agreement. Except as otherwise expressly
provided herein, all apportionments and adjustments shall be made on an accrual
basis in accordance with generally accepted accounting principles. Buyer and
Seller shall request that the Manager determine the apportionments, allocations,
prorations and adjustments as of the Cutoff Time.

(a)
Taxes. All real estate taxes, personal property taxes, or any other
taxes and special assessments (special or otherwise) of any nature upon the
Property levied, assessed or pending for the calendar year in which the Closing
occurs (including the period prior to Closing, regardless of when due and
payable) shall be prorated as of the Cutoff Time and, if no tax bills or
assessment statements for such calendar year are available, such amounts shall
be estimated on the basis of the best available information for such taxes and
assessments that will be due and payable on the Hotel for the calendar year in
which Closing occurs. Until final tax bills that cover the entire year during
which Closing occurred (such that tax liability can reasonably be determined),
Sellers obligation to pay its share of taxes shall continue.

(b)
Utilities. All suppliers of utilities shall be instructed to read meters
or otherwise determine the charges owing as of the Closing Date for services
prior thereto, which charges shall be allocated to Seller. Charges accruing
after Closing shall be allocated to Buyer. If elected by Seller, Seller shall
be given credit, and Buyer shall be charged, for any utility deposits
transferred to and received by Buyer at Closing.

(c)
Income/Charges. All rents, income and charges receivable or payable
under any Leases and Hotel Contracts applicable to the Property, and any
deposits, prepayments and receipts thereunder, shall be prorated between Buyer
and Seller as of the Cutoff Time.

26

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(d)
Accounts. All working capital accounts, reserve accounts and escrow
accounts (excluding all FF&E accounts, all PIP accounts, Franchisor
escrows, and amounts held in tax and insurance escrow accounts and utility and
other service agreement deposits to the extent excluded from the definition of
Deposits), shall become the property of Buyer, without additional charge to
Buyer and without Buyer being required to fund the same.

(e)
Guest Ledger. Subject to (f) below, all accounts receivable of
registered guests at the Hotel who have not checked out and were occupying
rooms as of the Cutoff Time, shall be prorated as provided herein.

(f)
Room Rentals. All receipts from guest room rentals and other suite
revenues for the night in which the Cutoff Time occurs shall be split 50/50
between Buyer and Seller.

(g)
Advance Deposits. All prepaid rentals, room rental deposits, and all
other deposits for advance registration, banquets or future services to be
provided on and after the Closing Date shall be credited to Buyer.

(h)
Accounts Receivable. To the extent not apportioned at Closing and
subject to (e) and (f) above, all accounts receivable and credit card claims as
of the Cutoff Time shall remain the property of Seller, and Seller and Buyer
agree that the monies received from debtors owing such accounts receivable
balances after Closing, unless otherwise provided in the New Management
Agreement, shall be applied as expressly provided in such remittance, or if not
specified then to the Sellers outstanding invoices to such account debtors in
chronological order beginning with the oldest invoices, and thereafter, to
Buyers account.

(i)
Accounts Payable. To the extent not apportioned at Closing, any
indebtedness, accounts payable, liabilities or obligations of any kind or
nature related to Seller or the Property for the periods prior to and including
the Closing Date shall be retained by Seller and promptly allocated to Seller
and evidence thereof shall be provided to Buyer, and Buyer shall not be or
become liable therefor, except as expressly assumed by Buyer pursuant to this
Contract, and invoices received in the ordinary course of business prior to
Closing shall be allocated to Seller at Closing.

(j)
Restaurants, Bars, Machines, Other Income. All monies received in
connection with bar, restaurant, banquet and similar and other services at the
Hotel (other than amounts due from any guest and included in room rentals)
prior to the close of business for each such operation for the night in which
the Cutoff Time occurs shall belong to Seller, and all other receipts and
revenues (not previously described in this Section 12.1) from the operation of
any department of the Hotel shall be prorated between Seller and Buyer at Closing.

12.2
Reconciliation and Final Payment. Seller and Buyer shall reasonably
cooperate after Closing to make a final determination of the allocations and
prorations required under this Contract within one hundred eighty (180) days
after the Closing Date; provided, however, failure to make a final
determination within such period shall not relieve the parties of the
obligation to make a final determination nor shall it relieve any party of the
obligation to pay the other any true-up amounts owed. Upon the final
reconciliation of the allocations and prorations under this

27

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Section, the
party which owes the other party any sums hereunder shall pay such party such
sums within ten (10) days after the reconciliation of such sums. The
obligations to calculate such prorations, make such reconciliations and pay any
such sums shall survive the Closing.

12.3
Employees. None of the employees of the Hotel shall become employees of
Buyer, as of the Closing Date; instead, such employees shall become, or remain
as the case may be, employees of the Manager. Seller shall not give notice
under any applicable federal or state plant closing or similar act, including,
if applicable, the Worker Adjustment and Retraining Notification Provisions of
29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that
term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability
for payment of all wages, salaries and benefits, including, without limitation,
accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and
other benefits accrued or earned by and due to employees at the Hotel through
the Cutoff Time, together with F.I.C.A., unemployment and other taxes and
benefits due with respect to such employees for such period, shall be charged
to Seller, in accordance with the Existing Management Agreement, for the
purposes of the adjustments to be made as of the Cutoff Time. All liability for
wages, salaries and benefits of the employees accruing in respect of and attributable
to the period from and after Closing shall be charged to Buyer, in accordance
with the New Management Agreement. To the extent applicable, all such
allocations and charges shall be adjusted in accordance with the provisions of
the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

13.1
Risk of Loss; Notice. Prior to Closing and the delivery of possession of
the Property to Buyer in accordance with this Contract, all risk of loss to the
Property (whether by casualty, condemnation or otherwise) shall be borne by
Seller. In the event that (a) any loss or damage to the Hotel shall occur prior
to the Closing Date as a result of fire or other casualty, or (b) Seller
receives notice that a governmental authority has initiated or threatened to
initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer
immediate written notice of such loss, damage or condemnation proceeding (which
notice shall include a certification of (i) the amounts of insurance coverages
in effect with respect to the loss or damage and (ii) if known, the amount of
the award to be received in such condemnation).

13.2
Buyers Termination Right. If, prior to Closing and the delivery of
possession of the Property to Buyer in accordance with this Contract, (a) any
condemnation proceeding shall be pending against a substantial portion of the
Hotel or (b) there is any substantial casualty loss or damage to the Hotel,
Buyer shall have the option to terminate this Contract, provided Buyer delivers
written notice to Seller of its election within twenty (20) days after the date
Seller has delivered Buyer written notice of any such loss, damage or
condemnation as provided above, and in such event, the Earnest Money Deposit,
and any interest thereon, shall be delivered to Buyer and thereafter, except as
expressly set forth herein, no party shall have any further obligation or
liability to the other under this Contract. In the context of condemnation,
substantial shall mean condemnation of such portion of a Hotel (or access
thereto) as could, in Buyers reasonable judgment, render use of the remainder
impractical or unfeasible for the uses herein contemplated, and, in the context
of casualty loss or damage, substantial shall mean a loss or damage in excess
of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

28

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13.3
Procedure for Closing. If Buyer shall not timely elect to terminate this
Contract under Section 13.2 above, or if the loss, damage or condemnation is
not substantial, Seller agrees to pay to Buyer at the Closing all insurance
proceeds or condemnation awards which Seller has received as a result of the
same, plus an amount equal to the insurance deductible, and assign to Buyer all
insurance proceeds and condemnation awards payable as a result of the same, in
which event the Closing shall occur without Seller replacing or repairing such
damage. In the case of damage or casualty, at Buyers election, Seller shall
repair and restore the Property to its condition immediately prior to such
damage or casualty and shall assign to Buyer all excess insurance proceeds.

ARTICLE XIV
DEFAULT REMEDIES

14.1
Buyer Default. If Buyer defaults under this Contract after the Review
Period, and such default continues for thirty (30) days following written
notice from Seller, then at Sellers election by written notice to Buyer, this
Contract shall be terminated and of no effect, in which event the Earnest Money
Deposit, including any interest thereon, shall be paid to and retained by the
Seller as Sellers sole and exclusive remedy hereunder, and as liquidated
damages for Buyers default or failure to close, and both Buyer and Seller
shall thereupon be released from all obligations hereunder.

14.2
Seller Default. If Seller defaults under this Contract, and such default
continues for thirty (30) days following written notice from Buyer, Buyer may
elect, as Buyers sole and exclusive remedy, either (i) to terminate this
Contract by written notice to Seller delivered to that Seller at any time prior
to the completion of such cure, in which event the Earnest Money Deposit,
including any interest thereon, shall be returned to the Buyer, Seller shall
reimburse Buyer for Buyers actual and verifiable due diligence costs and
expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall
thereupon be released from all obligations with respect to this Contract,
except as otherwise expressly provided herein; or (ii) to treat this Contract
as being in full force and effect by written notice to Seller delivered to
Seller at any time prior to the completion of such cure, in which event the
Buyer shall have the right to an action against the defaulting Seller solely
for specific performance.

14.3
Attorneys Fees. Anything to the contrary herein notwithstanding, if it
shall be necessary for either the Buyer or Seller to employ an attorney to
enforce its rights pursuant to this Contract because of the default of the
other party, and the non-defaulting party is successful in enforcing such
rights, then the defaulting party shall reimburse the non-defaulting party for
the non-defaulting partys reasonable attorneys fees, costs and expenses.

ARTICLE XV
NOTICES

All
notices required herein shall be deemed to have been validly given, as
applicable: (i) if given by electronic mail, when the electronic mail is sent
to the address below (ii) if hand delivered to a party against receipted copy,
when the copy of the notice is receipted or rejected, (iii) if given by
certified mail, return receipt requested, postage prepaid, two (2) Business
Days after it is posted with the U.S. Postal Service at the address of the
party specified below, (iv) on

29

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the next
delivery day after such notices are sent by recognized and reputable commercial
overnight delivery service marked for next day delivery, return receipt
requested or similarly acknowledged:

| |                  |                                       
| | ---------------- | --------------------------------------
| | If to Buyer:     | Apple Ten
 Hospitality Ownership, Inc.
| |                  | 814 E. Main
 Street                   
| |                  | Richmond,
 Virginia 23219             
| |                  | Attention:
 Sam Reynolds              
| |                  | Fax No.:
 (804) 344-8129              
| |                  | Email:
 sreynolds@applereit.com       
| |                  |                                       
| | with a copy
 to: | Apple REIT
 Ten, Inc.                 
| |                  | 814 E. Main
 Street                   
| |                  | Richmond,
 Virginia 23219             
| |                  | Attention:
 Legal Dept.               
| |                  | Fax No.:
 (804) 727-6349              
| |                  | Email:
 dbuckley@applereit.com        
| |                  |                                       
| | If to
 Seller:   | c/o McKibbon
 Hotel Group             
| |                  | 402
 Washington St., SE, Suite 200    
| |                  | Gainesville,
 GA 30501                
| |                  | Attention:
 David J. Hughs            
| |                  | Fax No.:
 (770) 532-3995              
| |                  | Email:
 david@mckibbon.com            

Addresses
may be changed by the parties hereto by written notice in accordance with this
Section.

ARTICLE XVI
MISCELLANEOUS

16.1
Performance. Time is of the essence in the performance and satisfaction
of each and every obligation and condition of this Contract.

16.2
Binding Effect; Assignment. This Contract shall be binding upon and
shall inure to the benefit of each of the parties hereto, their respective
successors and assigns.

16.3
Entire Agreement. This Contract and the Exhibits constitute the sole and
entire agreement between Buyer and Seller with respect to the subject matter
hereof. No modification of this Contract shall be binding unless signed by both
Buyer and Seller.

30

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16.4
Governing Law. The validity, construction, interpretation and
performance of this Contract shall in all ways be governed and determined in
accordance with the laws of the state in which the Hotel is located (without
regard to conflicts of law principles).

16.5
Captions. The captions used in this Contract have been inserted only for
purposes of convenience and the same shall not be construed or interpreted so
as to limit or define the intent or the scope of any part of this Contract.

16.6
Confidentiality. Except as either party may reasonably determine is
required by law (including without limitation laws and regulations applicable
to Buyer or its Affiliates who may be public companies): (i) prior to Closing,
Buyer and Seller shall not disclose the existence of this Contract or their
respective intentions to purchase and sell the Property or generate or
participate in any publicity or press release regarding this transaction,
except to Buyers and Sellers legal counsel and lender, Buyers consultants
and agents, the Manager, the Existing Manager, the Franchisor and the Title
Company and except as necessitated by Buyers Due Diligence Examination and/or
shadow management, unless both Buyer and Seller agree in writing and as
necessary to effectuate the transactions contemplated hereby and (ii) following
Closing, the parties shall coordinate any public disclosure or release of
information related to the transactions contemplated by this Contract, and no
such disclosure or release shall be made without the prior written consent of
Buyer, and no press release shall be made without the prior written approval of
Buyer and Seller. Each party (Owner) may disclose to the other party
(Recipient) certain confidential information. Recipient agrees not to use
such confidential information except for the purposes of this Contract and except
as may be required by Federal Securities laws, rules and regulations, agrees
not to disclose, directly or indirectly, such confidential information to any
party (other than the Recipients affiliates and representatives, solely for
the purposes of this Contract). The foregoing confidentiality obligations shall
survive the termination of this Contract and the Closing and shall remain in
effect for so long as such confidential information remains confidential
information of its Owner.

16.7
Closing Documents. To the extent any Closing documents are not attached
hereto at the time of execution of this Contract, Buyer and Seller shall
negotiate in good faith with respect to the form and content of such Closing
documents prior to Closing.

16.8
Counterparts. This Contract may be executed in counterparts by the
parties hereto, and by facsimile signature, and each shall be considered an
original and all of which shall constitute one and the same agreement.

16.9
Severability. If any provision of this Contract shall, for any reason,
be adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate the
remainder of this Contract but shall be confined in its operation to the
provision or provisions hereof directly involved in the controversy in which
such judgment shall have been rendered, and this Contract shall be construed as
if such provision had never existed, unless such construction would operate as
an undue hardship on Seller or Buyer or would constitute a substantial
deviation from the general intent of the parties as reflected in this Contract.

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16.10
Interpretation. For purposes of construing the provisions of this
Contract, the singular shall be deemed to include the plural and vice versa
and the use of any gender shall include the use of any other gender, as the
context may require.

16.11
Further Acts. In addition to the acts, deeds, instruments and agreements
recited herein and contemplated to be performed, executed and delivered by
Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause
to be performed, executed and delivered at the Closing or after the Closing,
any and all further acts, deeds, instruments and agreements and provide such
further assurances as the other party or the Title Company may reasonably
require to consummate the transaction contemplated hereunder.

16.12
Joint and Several Obligations. If Seller consists of more than one
person or entity, each such person or entity shall be jointly and severally
liable with respect to the obligations of Seller under this Contract.

16.13
Notice of Proposed Listing. In the event that the sale of the Property
contemplated by this Contract is consummated, if at any time during the five
(5) year period commencing on the date of execution of this Contract by Buyer
and Seller, Seller or any of its Affiliates propose to list for sale any hotel
property or properties owned, acquired, constructed or developed by Seller or
their Affiliates and located within a five (5)-mile radius of the Hotel (any
such other hotel property being referred to as an Other Property),
Seller shall promptly deliver to Buyer written notice thereof, provided that
such obligation shall not prevent Seller at any time from providing notice to,
conducting negotiations with, accepting offers from, or otherwise dealing with
other potential purchasers.

ARTICLE XVII
RESERVED

ARTICLE XVIII 
ADDITIONAL AGREEMENTS

18.1
Franchise Agreements; PIPs. Buyer will make application for the
franchise license for the Hotel to the Franchisor (and will provide Seller
written evidence thereof) no later than 10 days after receipt by Buyer of the
applicable franchise disclosure document, provided that Buyer must request such
document from the Franchisor no later than 5 Business Days after the effective
date of this Contract. To the extent that Seller makes any capital repairs
following the date of this Agreement, which repairs Franchisor requires (or
would have required, but for their previous completion) in a Property
Improvement Plan associated with the above application for the franchise
license for the Hotel and which repairs and expenditures therefor have been
previously approved in writing by Buyer, then, if Closing occurs, Buyer shall
reimburse Seller for all reasonable and actual costs incurred by Seller in
connection therewith at Closing. Seller shall submit to Buyer, for Buyers
review and approval, a capital budget detailing specific repairs and the cost
thereof. Seller shall not make any repairs or expend any funds in connection
therewith, without first obtaining Buyers prior written approval, which shall
not be unreasonably withheld.

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18.2
Related Transactions. The parties acknowledge and agree that the
transaction contemplated under this Agreement is being undertaken in connection
with the purchase and sale of certain other properties between Buyer and
certain Affiliates of Seller pursuant to agreements on or about the date
hereof. The parties agree that if any such agreement is terminated by Buyer
pursuant to its terms, Seller shall have the right to terminate this Contract,
notwithstanding anything to the contrary in this Contract, and the Affiliates
of Seller shall have the right to terminate the remainder of such agreements,
notwithstanding anything to the contrary in such agreements. The parties shall
otherwise mutually agree as to the chronological order of the closings under
all such agreements.

[Signatures Begin on Following Page]

33

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| |                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------
| | IN WITNESS
 WHEREOF, this Contract has been executed, to be effective as of the date
 first above written, by the Buyer and Seller.

| |                                                                      |                                          | 
| | -------------------------------------------------------------------- | ---------------------------------------- | 
| | SELLER:                                                              |                                         
| |                                                                      |                                         
| | MHG of
 Pensacola, Florida, LLC, a Georgia limited liability company
| |                                                                     
| | By:                                                                  | McKibbon
 Hotel Group, Inc., its manager
| |                                                                      |                                         
| | By:                                                                  | /s/ David J.
 Hughs                      | 
| |                                                                      |                                          | 
| | Name: David J. Hughs                                                
| | Title: President                                                    
| |                                                                      |                                         
| | BUYER:                                                              
| |                                                                     
| | APPLE TEN
 HOSPITALITY OWNERSHIP, INC., a Virginia corporation      
| |                                                                     
| | By:                                                                  | /s/ David
 Buckley                       | 
| |                                                                      |                                          | 
| | Name: David Buckley                                                 
| | Title: Vice President                                               

34

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Commence at the intersection of the North right of way line of Burgess
Road, and the West line of the East 120.00 feet of the West 352.10 feet of the North 647.00 feet of Lot
6, Section 30, Township 1 South, Range 30 West, Escambia County, Florida;
thence go N. 01°1948 E., along said West line 239.08 feet to the Point of Beginning; thence continue N. 01°1948 E.
along said West line 403.85 feet to the Southerly right of way line of Creighton Road (R/W varies), said line being a curve
which has a radius of 10966.22 feet and is concave to the South; thence go
Easterly along said right of way line 284.78 feet to a point; the aforesaid
curve has a central angle of 01°2916, a chord bearing of S. 89°4639 E., and a chord distance of 284.77
feet; thence departing said right of way line, go S. 01°1948 W. 73.79 feet; thence go N. 88°4012 W. 53.43 feet; thence go
S. 01°1948 W. 278.27 feet; thence go S. 88°4012 E. 14.48 feet; thence go S. 01°1948 W. 57.29 feet;
thence go N. 88°4012 W. 245.77 feet to the Point of Beginning

---



EXHIBIT C

LIST OF HOTEL CONTRACTS

|                             |  |                                   
|---------------------------- |  | ----------------------------------
|Vendor                       |  | Service Contract For              
|                             |  |                                   
|A-1 Elevator                 |  | Annual Elevator Certification     
|Allied Waste Management      |  | Garbage Disposal & Recyclables    
|Doug Fulford Landscaping     |  | Landscaping/Lawn Maint.           
|Stop Fire                    |  | Fire Extinguishers                
|Prestige                     |  | Fire Inspection/Wet&Dry Inspection
|Simplex-Grinnell             |  | Alarm Monitoring                  
|Cox Cable                    |  | Cable TV                          
|Copy Products                |  | Copier Maintenance                
|ThyssenKrupp Elevator        |  | Elevator Maintenance              
|Aztec Mechanical             |  | Make-Up Unit Maintenance          
|American Classic Carpet Care |  | Carpet Cleaning                   

2

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EXHIBIT D

CONSENTS AND APPROVALS

|   |                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Consent from
 franchisor as to termination of Existing Franchise Agreement  and entry by
 Apple entity into new franchise agreement.                              
|   |                                                                                                                                                                    
|2. | Consent from
 governmental entity as to transfer (or issuance of new) alcohol license
 applicable to following hotels:                                             
|   |                                                                                                                                                                    
|   | Pensacola TPS          None                                                                                                                                        
|   |                                                                                                                                                                    
|3. | Consent from
 any vendors or service providers, in the event that agreements with such
 parties are not assignable (to be identified in delivery of due diligence).

---



EXHIBIT
E

ENVIRONMENTAL
REPORTS

Phase I
Environmental Site Assessment prepared by Professional Service Industries,
Inc., Project No. 783 6E001, dated 1/25/2006.

---



EXHIBIT
F

CLAIMS
OR LITIGATION PENDING

Seller to
provide on or before 5 Business Days prior to the expiration of the Review
Period

-i-

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EXHIBIT
G

ESCROW
AGREEMENT

THIS
ESCROW AGREEMENT (this Agreement) made the ___ day of _______,
2011 by and among _____________________, a ___________ ________________ (Seller),
APPLE TEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, or its assigns
(Buyer),
and CHICAGO TITLE COMPANY (Escrow Agent).

R E C I T A L S

WHEREAS,
pursuant to the provisions of Section 2.5 of that certain Purchase Contract
dated _______ ___, 2011 (the Contract) between Seller and Buyer (the Parties),
the Parties have requested Escrow Agent to hold in escrow in accordance with
the provisions, upon the terms, and subject to the conditions, of this
Agreement, the Earnest Money Deposit as defined in the Contract (the Deposit);
and

WHEREAS,
the Deposit shall be delivered to Escrow Agent in accordance with the terms of
the Contract and this Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the Parties hereto agree as follows:

1.
Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent
hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in
accordance with the provisions, upon the terms and subject to the conditions of
this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit.
Escrow Agent shall invest the Deposit as directed by Buyer.

2.
Subject to the rights and obligations to transfer, deliver or otherwise dispose
of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agents
possession pursuant to this Agreement.

3.
A. Buyer shall be entitled to an immediate return of the Deposit at any time
prior to the expiration of the Review Period (as defined in Section 3.1 of the
Contract) by providing written notice to Escrow Agent stating that Buyer has
elected to terminate the Contract pursuant to Section 3.1.

B.
If at any time after the expiration of the Review Period, Buyer claims entitlement
to all or any portion of the Deposit, Buyer shall give written notice to Escrow
Agent stating that Seller has defaulted in the performance of its obligations
under the Contract beyond the applicable grace period, if any, or that Buyer is
otherwise entitled to the return of the Deposit or applicable portion thereof
and shall direct Escrow Agent to return the Deposit or applicable portion
thereof to Buyer (the Buyers Notice). Escrow Agent shall
promptly deliver a copy of Buyers Notice to Seller. Seller shall have three
(3) business days after receipt

-ii-

---



of the copy of
Buyers Notice to deliver written notice to Escrow Agent and Buyer objecting to
the release of the Deposit or applicable portion thereof to Buyer (Sellers
Objection Notice). If Escrow Agent does not receive a timely
Sellers Objection Notice, Escrow Agent shall release the Deposit or applicable
portion thereof to Buyer. If Escrow Agent does receive a timely Sellers
Objection Notice, Escrow Agent shall release the Deposit or applicable portion
thereof only upon receipt of, and in accordance with, written instructions
signed by Seller and Buyer, or the final order of a court of competent
jurisdiction.

C.
If, at any time after the expiration of the Review Period, Seller claims
entitlement to the Deposit or applicable portion thereof, Seller shall give
written notice to Escrow Agent stating that Buyer has defaulted in the
performance of its obligations under the Contract, and shall direct Escrow
Agent to release the Deposit or applicable portion thereof to Seller (the Sellers
Notice). Escrow Agent shall promptly deliver a copy of Sellers
Notice to Buyer. Buyer shall have three (3) business days after receipt of the
copy of Sellers Notice to deliver written notice to Escrow Agent and Seller
objecting to the release of the Deposit or applicable portion thereof to Seller
(Buyers
Objection Notice). If Escrow Agent does not receive a timely
Buyers Objection Notice, Escrow Agent shall release the Deposit or applicable
portion thereof to Seller. If Escrow Agent does receive a timely Sellers
Objection Notice, Escrow Agent shall release the Deposit or applicable portion
thereof only upon receipt of, and in accordance with, written instructions
signed by Buyer and Seller, or the final order of a court of competent
jurisdiction.

4.
In the performance of its duties hereunder, Escrow Agent shall be entitled to
rely upon any document, instrument or signature purporting to be genuine and
purporting to be signed by and of the Parties or their successors unless Escrow
Agent has actual knowledge to the contrary. Escrow Agent may assume that any
person purporting to give any notice or instructions in accordance with the
provisions hereof has been duly authorized to do so.

5.
A. Escrow Agent shall not be liable for any error of judgment, or any action
taken or omitted to be taken hereunder, except in the case of Escrow Agents
willful, bad faith misconduct or negligence.

B.
In addition to the indemnities provided below, Escrow Agent shall not be liable
for, and each of the Parties jointly and severally hereby indemnify and agree
to save harmless and reimburse Escrow Agent from and against all loss, cost,
liability, damage and expense, including outside counsel fees in connection
with its acceptance of, or the performance of its duties and obligations under,
this Agreement, including the costs and expenses of defending against any claim
arising hereunder unless the same are caused by the willful, bad faith
misconduct or negligence of Escrow Agent.

C.
Escrow Agent shall not be bound or in any way affected by any notice of any
modification or cancellation of this Agreement, or of any fact or circumstance
affecting or alleged to affect rights or liabilities hereunder other than as is
herein set forth, or affecting or alleged to affect the rights and liabilities
of any other person, unless notice of the same is delivered to Escrow Agent in
writing, signed by the proper parties to Escrow Agents satisfaction and, in
the case of modification, unless such modification shall be approved by Escrow
Agent in writing.

-iii-

---



6.
A. Escrow Agent and any successor escrow agent, as the case may be, may resign
his or its duties and be discharged from all obligations hereunder at any time
upon giving five (5) days prior written notice to each of the Parties hereto.
The Parties hereto will thereupon jointly designate a successor escrow agent
hereunder within said five (5) day period to whom the Deposit shall be
delivered. In default of such a joint designation of a successor escrow agent,
Escrow Agent shall retain the Deposit as custodian thereof until otherwise
directed by the Parties hereto, jointly, or until the Deposit is released in
accordance with clause (B) below, in each case, without liability or
responsibility.

B.
Anything in this Agreement to the contrary notwithstanding, (i) Escrow
Agent, on notice to the Parties hereto, may take such other steps as the Escrow
Agent may elect in order to terminate its duties as Escrow Agent hereunder,
including, but not limited to, the deposit of the Deposit with a court of
competent jurisdiction in the Commonwealth of Virginia and the commencement of
an action of interpleaders, and (ii) in the event of litigation between any of
the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit
with the court in which said litigation is pending and, in any such event,
Escrow Agent shall be relieved and discharged from any liability or
responsibility to the Parties hereto. Escrow Agent shall not be under any
obligation to take any legal action in connection with this Agreement or its
enforcement or to appear in, prosecute or defend any action or legal proceeding
which, in the opinion of Escrow Agent, would or might involve Escrow Agent in
any cost, expense, loss, damage or liability, unless and as often as requested,
Escrow Agent shall be furnished with security and indemnity satisfactory to
Escrow Agent against all such costs, expenses (including attorneys fees),
losses, damages and liabilities.

7.
All notices required herein shall be deemed to have been validly given, as
applicable: (i) if given by electronic mail, when the electronic mail is sent
to the address below (ii) if hand delivered to a party against receipted copy,
when the copy of the notice is receipted or rejected, (iii) if given by
certified mail, return receipt requested, postage prepaid, two (2) business
days after it is posted with the U.S. Postal Service at the address of the
party specified below or (iv) on the next delivery day after such notices are
sent by recognized and reputable commercial overnight delivery service marked
for next day delivery, return receipt requested or similarly acknowledged:

| |      |                                       
| | ---- | --------------------------------------
| | (i)  | If addressed
 to Seller, to:          
| |      |                                       
| |      | c/o                                   
| |      | McKibbon
 Hotel Group, Inc.           
| |      | 402
 Washington St., SE, Suite 200    
| |      | Gainesville,
 GA 30501                
| |      | Attention:
 David J. Hughs            
| |      | Fax No.:
 (770) 532-3995              
| |      |                                       
| | (ii) | If addressed
 to Buyer, to:           
| |      |                                       
| |      | Apple Ten
 Hospitality Ownership, Inc.
| |      | 814 E. Main
 Street                   
| |      | Richmond,
 Virginia 23219             

-iv-

---



| |       |                                   
| | ----- | ----------------------------------
| |       | Attn: Sam
 Reynolds               
| |       | Fax No.:
 (804) 344-8129          
|
| |       | with a copy
 to:                  
|
| |       | Apple REIT
 Ten, Inc.             
| |       | 814 E. Main
 Street               
| |       | Richmond,
 Virginia 23219         
| |       | Attn: Legal
 Dept.                
| |       | Fax No.:
 (804) 727-6349          
| |       |                                   
| | (iii) | If addressed
 to Escrow Agent, to:
| |       |                                   
| |       | Chicago
 Title Company            
| |       | 5501 LBJ
 Freeway, Suite 200      
| |       | Dallas,
 Texas 75240              
| |       | Attn: Debby
 Moore                
| |       | Fax No.:
 (214) 570-0210          

or such other
address or addresses as may be expressly designated by any party by notice
given in accordance with the foregoing provisions and actually received by the
party to whom addressed.

8.
This Agreement may be executed in any number of counterparts each of which
shall be deemed an original and all of which, together, shall constitute one
and the same Agreement.

9.
The covenants, conditions and agreements contained in this Agreement shall bind
and inure to the benefit of each of the Parties hereto and their respective
successors and assigns.

-v-

---



IN
WITNESS WHEREOF the Parties have executed this Agreement as of the day and year
first above written.

| |                                               | 
| | --------------------------------------------- | 
| | SELLER:                                      
| |                                              
| | MHG OF
 PENSACOLA, FLORIDA, LLC              
| |                                               | 
| | By:  McKibbon
 Hotel Group, Inc., its manager
| |                                               | 
| | By:                                           | 
| |                                               | 

| |       | 
| | ----- | 
| | Name: | 
| |       | 

| |        | 
| | ------ | 
| | Title: | 
| |        | 

| |                                        | 
| | -------------------------------------- | 
| | BUYER:                                
| |                                       
| | APPLE TEN
 HOSPITALITY OWNERSHIP, INC.
| |                                        | 
| | By:                                    | 
| |                                        | 

| |       | 
| | ----- | 
| | Name: | 
| |       | 

| |        | 
| | ------ | 
| | Title: | 
| |        | 

| |                        | 
| | ---------------------- | 
| | ESCROW AGENT:         
| |                       
| | CHICAGO
 TITLE COMPANY
| |                        | 
| | By:                    | 
| |                        | 

| |       | 
| | ----- | 
| | Name: | 
| |       | 

| |        | 
| | ------ | 
| | Title: | 
| |        | 

-vi-

---



SCHEDULE
3.1

DUE
DILIGENCE LIST

Due
DiligenceDocuments
Required[electronic versions preferred]

Property Name:Date
Opened:

|   |  |                                                                                                                          |  |            |  |         
|-- |  | ------------------------------------------------------------------------------------------------------------------------ |  | ---------- |  | --------
|   |  |                                                                                                                          |  | Date
 Sent |  | Comments
|   |  |                                                                                                                          |  |            |  |         
|1  |  | Y-T-D
 Detailed Operating Statements                                                                                     |  |            |  |         
|2  |  | Prior 5
 Years Detailed P&Ls by month                                                                                   |  |            |  |         
|3  |  | 2011
 Detailed Budget (Operating)                                                                                        |  |            |  |         
|4  |  | 2011 Budget
 (Capital Expenditures)                                                                                      |  |            |  |         
|5  |  | STAR Report
 (previous 5 years)                                                                                          |  |            |  |         
|6  |  | 2011
 Marketing Plan                                                                                                     |  |            |  |         
|7  |  | Monthly
 Occupancy & Average Daily/Week/Package Rates (previous 3 years)                                                 |  |            |  |         
|8  |  | Schedule of
 Advance Deposits of Advance Reservations and Bookings (Top 20 Accounts)                                     |  |            |  |         
|9  |  | Real Estate
 Tax Bills (last 2 years)                                                                                    |  |            |  |         
|10 |  | Personal
 Property Tax Bills (last 2 years)                                                                              |  |            |  |         
|11 |  | Notices of
 Current Tax Assessments or Increases                                                                         |  |            |  |         
|12 |  | Schedule of
 Insurance Coverage and Claims                                                                               |  |            |  |         
|13 |  | Personal
 Property List (e.g., FF&E, office equipment)                                                                   |  |            |  |         
|14 |  | Inventory of
 Supplies (e.g., chinaware, glassware, paper goods, office supplies, unopened
 food and beverage inventory) |  |            |  |         
|15 |  | Copies of
 Service Contracts and Equipment Leases                                                                        |  |            |  |         
|16 |  | Copies of
 Space Leases (e.g., gift shop, health club/spa)                                                               |  |            |  |         

-vii-

---



|   |  |                                                                           |  |            |  |         
|-- |  | ------------------------------------------------------------------------- |  | ---------- |  | --------
|   |  |                                                                           |  | Date
 Sent |  | Comments
|   |  |                                                                           |  |            |  |         
|17 |  | Vehicle
 Title/Leases                                                     |  |            |  |         
|18 |  | Copies and
 Schedules of all Warranties and Guaranties                    |  |            |  |         
|19 |  | Existing
 Management Agreement                                            |  |            |  |         
|20 |  | Existing
 Franchise/License Agreement                                     |  |            |  |         
|21 |  | Loan
 Documents (Promissory Note, Mortgage, etc.)                         |  |            |  |         
|22 |  | Most current
 Franchise Property Improvement Plan or QA Assessment        |  |            |  |         
|23 |  | Copies of
 all Licenses, Permits, and Approvals, including Liquor License |  |            |  |         
|24 |  | Certificate
 of Occupancy                                                 |  |            |  |         
|25 |  | Most Recent
 Property Payroll                                             |  |            |  |         
|26 |  | Copy of
 Employment Contracts, if any                                     |  |            |  |         
|27 |  | Construction
 docs and Plans & Specs (electronically if available)        |  |            |  |         
|28 |  | Appraisal                                                                 |  |            |  |         
|29 |  | Structural
 Engineering Audit                                             |  |            |  |         
|30 |  | Environmental
 Site Assessment (Phase I)                                  |  |            |  |         
|31 |  | Property
 Condition Report                                                |  |            |  |         
|32 |  | Schedule of
 Utility Providers and Utility Deposits                       |  |            |  |         
|33 |  | Copies of
 Utility Bills (previous 3 months)                              |  |            |  |         
|34 |  | Zoning,
 compliance, and violation docs                                   |  |            |  |         
|35 |  | Title Insurance
 Commitment, Title Search or Title Certificate            |  |            |  |         
|36 |  | Copies of
 Title Exceptions                                               |  |            |  |         
|37 |  | ALTA Survey                                                               |  |            |  |         
|38 |  | Service
 Contract Summary Completed                                       |  |            |  |         
|39 |  | Property
 Data Sheet Completed                                            |  |            |  |         
|40 |  | Other                                                                     |  |            |  |         

-viii-

---



Due
DiligenceService
Contract Summary [Dave: Lets discuss how you intend to use this and the 
following form. Does not appear to be addressed in the Agreement.]

|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|----------------------------- |  | ------------------------------ |  | ----------------- |  | -------------- |  | --------------------------------- |  | --------------------- |  | ------------------
|Brand:Location:# Rooms:      
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  | Service 
 Contract             |  | Term              |  | Annual
 Amount |  | Cancellation                      |  | Company               |  | Assignment        
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|EXAMPLEKone Elevator
 Service |  | Quarterly Inspection & Service |  | 5yrs; beg 2/12/04 |  | $4,942         |  | 90-day notice prior to expiration |  | Hotel Properties, LLC |  | w/ written consent
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|LEASECONTRACTS                |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|Name                          |  | Equipment                      |  | Term              |  | Annual Amount  |  | Cancellation                      |  | Company               |  | Assignment        
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   
|                              |  |                                |  |                   |  |                |  |                                   |  |                       |  |                   

-ix-

---



Due
DiligenceProperty
Data Survey[To Be Completed Electronically]

-x-

---



(DATA SURVEY FORM)

-xi-

---



(DATA SURVEY FORM)

-xii-

---



SCHEDULE 5

|                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------
|Management
 Agreement Term SheetMcKibbon Hotel Portfolio                                                                                                                                                                                                                                                                                                                                                                  
|Owner:                                                                                                                                                                                                                                                                                                                                                                                                                     | Apple Ten Hospitality
 Management, Inc.
|Manager:                                                                                                                                                                                                                                                                                                                                                                                                                   | MHH Management, LLC                    
|Term                                                                                                                                                                                                                                                                                                                                                                                                                       |                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|7 years with one 3 year
 Extension upon mutual consent.                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                          
|Management Fees                                                                                                                                                                                                                                                                                                                                                                                                           
|Base Fee  3% of Total
 Revenue                                                                                                                                                                                                                                                                                                                                                                                           
|Incentive Management Fee 
 20% of Proceeds after Owners Priority                                                                                                                                                                                                                                                                                                                                                        
|Owners Priority                                                                                                                                                                                                                                                                                                                                                                                                          
|12% of Purchase Price                                                                                                                                                                                                                                                                                                                                                                                                     
|Performance Termination                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|Owner will have the right
 to terminate the management agreement if in any year (after the first stub
 year) the following occurs: (a) Gross Operating Profit is less than the
 Performance Termination Threshold AND (b) the RevPAR Index is less than 100%.
 Manager shall have the right to cure the Performance Termination Threshold
 within 60 days of the end of the measurement period if failed at its option.
|Performance Termination Threshold                                                                                                                                                                                                                                                                                                                                                                                         
|Equals 9% of Purchase
 Price for the first full year following acquisition and 10% of purchase price
 for every year thereafter.                                                                                                                                                                                                                                                                                          
|Termination                                                                                                                                                                                                                                                                                                                                                                                                               
|Termination without cause
 shall result in the following termination fees due to the manager as follows:                                                                                                                                                                                                                                                                                                                  

| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| | o | In the event of a sale of
 the asset, the termination fee will be 18 months base and incentive fees or
 the remaining term, whichever is less.
| |   |                                                                                                                                               
| | o | Non-sale termination fee
 equal to 24 months base and incentive fees or remaining term, whichever is
 less.                                   
| |   |                                                                                                                                               
| | o | No penalty for termination
 with cause.                                                                                                       

|                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Accounting Fee:                                                                                                                                                        
|2011 Budget:
 Courtyard/Hilton Garden Inn-$1,830 per month: Residence Inn/Homewood
 Suites/Springhill Suites/TownePlace Suites/Hampton Inn and Suites-$1,525 per
 month
|Revenue Management Fee:                                                                                                                                                

|                 |  |       |  |          |  |         | 
|---------------- |  | ----- |  | -------- |  | ------- | 
|Hotel # of Rooms |  | Month |  | Annual   |  |         | 
|HGI-Gainesville  |  | 104   |  | $    450 |  | $ 5,400 | 
|HIS-Mobile       |  | 101   |  | $    720 |  | $ 8,640 | 
|HWS-Knoxville    |  | 103   |  | $    751 |  | $ 9,012 | 

-xiii-

---



|               |  |     |  |          |  |         | 
|-------------- |  | --- |  | -------- |  | ------- | 
|SHS-Ft. Myers  |  | 106 |  | $    375 |  | $ 4,500 | 
|SHS-Knoxville  |  | 103 |  | $    679 |  | $ 8,148 | 
|SHS Richmond   |  | 103 |  | $    405 |  | $ 4,860 | 
|TPS-Knoxville  |  | 98  |  | $    370 |  | $ 4,440 | 
|TPS-Montgomery |  | 95  |  | $    313 |  | $ 3,756 | 
|TPS-Pensacola  |  | 98  |  | $    410 |  | $ 4,920 | 

|                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Accounting and Revenue
 Management fees are based on MHM actual cost and are prorated to all hotels
 using such services. These fees have been included in the proforma budgets
 and actual historical financial statements.
|Renovation/product improvement plan (PIP) management fee:                                                                                                                                                                   
|                                                                                                                                                                                                                            
|5% of the cost of the
 work, if requested                                                                                                                                                                                   
|                                                                                                                                                                                                                            
|Working Capital Reserve held by Manager                                                                                                                                                                                     
|                                                                                                                                                                                                                            
|$50,000. All excess funds
 forwarded to Owner monthly.                                                                                                                                                                      
|                                                                                                                                                                                                                            
|Hiring
 Selections                                                                                                                                                                                                          
|GM & DOS  subject to
 review and input from Owner. Final decision in sole discretion of McKibbon.                                                                                                                          
|Separate Contracts                                                                                                                                                                                                          
|Each management contract
 will be specific to each individual hotel and will not be tied to the
 performance of any other contract.                                                                                         
|Termination for Claims                                                                                                                                                                                                      
|Each
 management contract shall provide for an owner termination right if any
 post-closing claims made by Buyer for the 1-year period following closing remain
 unsatisfied.                                               

-xiv-

---