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                                                                  EXHIBIT 10.33 

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

          (Management Agreement and Assignment of Management Agreement)

         This Assignment and Assumption Agreement, dated as of August 1,, 1995
(the "Agreement"), is by and between Red Lion, a California Limited Partnership
("Red Lion") and Red Lion Hotels, Inc., a Delaware corporation ("RLI").
Capitalized terms not defined herein shall have the meanings assigned to them in
the Assignment of Management Agreement (as defined below).


                                    RECITALS


         WHEREAS, Red Lion and Red Lion Inns Operating L.P., a Delaware Limited
Partnership ("Owner"), are parties to a Management Agreement, dated as of April
6, 1987, as amended (the "Management Agreement"). Red Lion was formerly known as
RL Acquisition Company, a California limited partnership, the name under which
it originally signed the Management Agreement and the Assignment of Management
Agreement.


         WHEREAS, Red Lion is party to an Assignment of Management Agreement
dated as of April 6, 1987, by and among Owner (as assignor), United States
National Bank of Oregon, a national banking association ("USNB"), and Canadian
Imperial Bank of Commerce, an extranational banking association, as co-agents
(collectively, as assignee), and Red Lion (as manager), as amended (the
"Assignment of Management Agreement"). CIBC Inc. ("CIBC"), a Delaware
corporation, is successor with respect to the interest of Canadian Imperial Bank
of Commerce under the Assignment of Management Agreement.


         WHEREAS, Red Lion intends to assign, transfer and convey to RLI all of
its interests, rights, duties and obligations under the Management Agreement and
the Assignment of Management Agreement and RLI intends to assume all of Red
Lion's interests, rights, duties and obligations under the Management Agreement
and the Assignment of Management Agreement, in each case, pursuant to this
Agreement.

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and promises set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


         1. Assignment.
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         Red Lion hereby assigns, grants, conveys and transfers to RLI all of
Red Lion's interests, rights, duties and obligations under the Management
Agreement and the Assignment of Management Agreement as if RLI originally were
named as manager in each thereof.
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         2. Assumption.
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         RLI hereby assumes all of Red Lion's interests, rights, duties and
obligations under the Management Agreement and the Assignment of Management
Agreement as if RLI originally were named as manager in each thereof. RLI
affirms the Management Agreement and the Assignment of Management Agreement and
agrees to be bound by each. This assumption by RLI is made also for the benefit
of (i) Owner in satisfaction of the requirements of Section 9.1 of the
Management Agreement and (ii) USNB and CIBC, co-agents, as assignee under the
Assignment of Management Agreement, in satisfaction of the requirements of
Section 5.1 thereof.


         3. Miscellaneous.
         -----------------

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
and Assumption Agreement as of the date first above written.


                           RED LION, a California Limited Partnership


                           By:      RLA-GP, Inc., a Delaware corporation,
                                    General Partner



                                    By: /s/ David J. Johnson
                                       -------------------------
                                        David J. Johnson,
                                        Executive Vice President



                           RED LION HOTELS, INC., a Delaware corporation


                           By:  /s/ David J. Johnson
                                -------------------------------------
                                David J. Johnson, President and Chief
                                Executive Officer