| |                   
| | ------------------
| | Exhibit
 10.16    
| |                   
| | Columbia, SC (TPS)

PURCHASE CONTRACT

between

COLUMBIA EAST HOSPITALITY, INC. (SELLER)

(SELLER)

AND

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

Dated:
February 4, 2011

---



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 |                                                     | 6 
|            
|             | 2.1                                                                | Purchase and
 Sale                                  |    | 6       
|            
|             | 2.2                                                                | Purchase
 Price                                     |    | 6       
|            
|             | 2.3                                                                | Allocation                                          |    | 7       
|            
|             | 2.4                                                                | Payment                                             |    | 7       
|            
|             | 2.5                                                                | Earnest
 Money Deposit                              |    | 7       
|            
|ARTICLE III  | REVIEW PERIOD                                                      |                                                     | 7 
|            
|             | 3.1                                                                | Review
 Period                                      |    | 7       
|            
|             | 3.2                                                                | Due
 Diligence Examination                          |    | 9       
|            
|             | 3.3                                                                | Restoration                                         |    | 9       
|            
|             | 3.4                                                                | Seller
 Exhibits                                    |    | 9       
|            
|ARTICLE IV   | SURVEY AND TITLE APPROVAL                                          |                                                     | 9 
|            
|             | 4.1                                                                | Survey                                              |    | 9       
|            
|             | 4.2                                                                | Title                                               |    | 9       
|            
|             | 4.3                                                                | Survey or
 Title Objections                         |    | 10      
|            
|ARTICLE V    |                                                                    |                                                     |   
|            
|             |                                                                    | FRANCHISE AGREEMENT                                 |    | 10      
|            
|ARTICLE VI   | BROKERS                                                            |                                                     | 11
|            
|ARTICLE VII  | REPRESENTATIONS, WARRANTIES AND COVENANTS                          |                                                     | 11
|            
|             | 7.1                                                                | Sellers
 Representations, Warranties and Covenants |    | 11      
|            
|             | 7.2                                                                | Buyers
 Representations, Warranties and Covenants  |    | 15      
|            
|             | 7.3                                                                | Survival                                            |    | 15      
|            
|ARTICLE VIII | ADDITIONAL COVENANTS                                               |                                                     | 16
|            
|             | 8.1                                                                | Subsequent
 Developments                            |    | 16      
|            
|             | 8.2                                                                | Operations                                          |    | 16      
|            
|             | 8.3                                                                | Third Party
 Consents                               |    | 17      
|            
|             | 8.4                                                                | Employees                                           |    | 17      

i

---



|             |                           |                                   |    |   
|------------ | ------------------------- | --------------------------------- | -- | --
|             | 8.5                       | Estoppel
 Certificates            |    | 17
|            
|             | 8.6                       | Access to
 Financial Information  |    | 17
|            
|             | 8.7                       | Bulk Sales                        |    | 18
|            
|             | 8.8                       | Escrow Funds                      |    | 18
|            
|ARTICLE IX   | CONDITIONS FOR CLOSING    |                                   | 18
|            
|             | 9.1                       | Buyers
 Conditions for Closing   |    | 18
|            
|             | 9.2                       | Sellers
 Conditions for Closing  |    | 19
|            
|ARTICLE X    | CLOSING AND CONVEYANCE    |                                   | 20
|            
|             | 10.1                      | Closing                           |    | 20
|            
|             | 10.2                      | Deliveries
 of Seller             |    | 20
|            
|             | 10.3                      | Buyers
 Deliveries               |    | 21
|            
|ARTICLE XI   | COSTS                     |                                   | 22
|            
|             | 11.1                      | Sellers
 Costs                   |    | 22
|            
|             | 11.2                      | Buyers
 Costs                    |    | 22
|            
|ARTICLE XII  | ADJUSTMENTS               |                                   | 22
|            
|             | 12.1                      | Adjustments                       |    | 22
|            
|             | 12.2                      | Reconciliation
 and Final Payment |    | 24
|            
|             | 12.3                      | Employees                         |    | 24
|            
|ARTICLE XIII | CASUALTY AND CONDEMNATION |                                   | 24
|            
|             | 13.1                      | Risk of
 Loss; Notice             |    | 24
|            
|             | 13.2                      | Buyers
 Termination Right        |    | 24
|            
|             | 13.3                      | Procedure
 for Closing            |    | 25
|            
|ARTICLE XIV  | DEFAULT REMEDIES          |                                   | 25
|            
|             | 14.1                      | Buyer
 Default                    |    | 25
|            
|             | 14.2                      | Seller
 Default                   |    | 25
|            
|             | 14.3                      | Attorneys
 Fees                  |    | 25
|            
|ARTICLE XV   | NOTICES                   |                                   | 26
|            
|ARTICLE XVI  | MISCELLANEOUS             |                                   | 27
|            
|             | 16.1                      | Performance                       |    | 27
|            
|             | 16.2                      | Binding
 Effect; Assignment       |    | 27
|            
|             | 16.3                      | Entire
 Agreement                 |    | 27
|            
|             | 16.4                      | Governing
 Law                    |    | 27
|            
|             | 16.5                      | Captions                          |    | 27

ii

---



|             |                              |                                |  |   
|------------ | ---------------------------- | ------------------------------ |  | --
|             | 16.6                         | Confidentiality                |  | 27
|            
|             | 16.7                         | Closing
 Documents             |  | 27
|            
|             | 16.8                         | Counterparts                   |  | 27
|            
|             | 16.9                         | Severability                   |  | 27
|            
|             | 16.10                        | Interpretation                 |  | 28
|            
|             | 16.11                        | Further Acts                   |  | 28
|            
|             | 16.12                        | Joint and
 Several Obligations |  | 28
|            
|SCHEDULES:   |                              |                                | 
|            
|Schedule 3.1 | Due Diligence List           |                                | 
|            
|EXHIBITS:    |                              |                                | 
|            
|Exhibit A    | Legal Description            |                                | 
|Exhibit B    | List of FF&E                 |                                | 
|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             |                                | 

iii

---



PURCHASE CONTRACT

This PURCHASE CONTRACT (this Contract) is made and entered into as of February
4, 2011, by and between COLUMBIA EAST HOSPITALITY, INC., a South Carolina
corporation (Seller) with a principal office at 2011Veasely Street,
Greensboro, North Carolina 27407 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 Columbia Southeast/Fort Jackson, located at 250 East Exchange Blvd.
Columbia, SC 29209, containing, among other things, 91 guest suites (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

1

---



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 Fairfield Inn & 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 deposits
(including, without limitation, any reserves for replacement of FF&E and
for capital repairs and/or improvements), refundable 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) 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 and all
other potential liabilities and claims in respect of any period prior to
Closing, and (ii) utility 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).

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

2

---



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.

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. A current list of
FF&E is attached hereto as Exhibit B.

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.

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, 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

3

---



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.

Manager shall mean the management company selected by Buyer to manage
the Hotel.

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.

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
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.

4

---



Records shall mean all books, records, promotional material, tenant
data, guest history information, 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
reasonable access to or may reasonably obtain, 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 (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.

5

---



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 Buyer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.

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

6

---



amount of TEN MILLION FIVE HUNDRED THOUSAND and No/100 Dollars
($10,500,000.00) (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.

(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 thirty (30) 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,

7

---



structural, mechanical, environmental,
economic, permit status, franchise status, financial and other documents and
information related to the Property. Within two (2) 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
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;

(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

8

---



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. 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.

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, 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

9

---



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 committed in writing to cure prior to Closing, or if a new title defect arises
after the date of Buyers Title Commitment or Survey, as applicable, but prior
to Closing, 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
FRANCHISE AGREEMENT

At
or prior to the Closing, Seller shall 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

10

---



Agreement and the New
Franchise Agreement, effective as of the Closing Date, containing terms and
conditions acceptable to Buyer. 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; provided, however, Seller shall be solely responsible for
repayment of any Key Money or other franchisor-provided incentives and for any
other amounts owed pursuant to the Existing Franchise Agreement. Seller shall
use best 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.

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.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1
Sellers Representations, Warranties and Covenants. Seller hereby
represents, warrants and covenants to Buyer as follows:

(a)
Authority; No Conflicts. Seller is a corporation duly formed, validly
existing and in good standing in the State of South Carolina. The 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 Seller or 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).

11

---



(c)
Bankruptcy. None of Seller or, to Sellers knowledge, any of its or
their 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 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.

(e)
Pending Claims. There are no: (i) claims, demands, litigation, proceedings
or governmental investigations pending or threatened against Seller or any
Affiliate of Seller (collectively, Seller
Parties) or related to the business or assets of the Hotel,
except as set forth on Exhibit F attached 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.
There are no: pending 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, pending unfair labor practice
charges or complaints, unsatisfied unfair labor practice orders or judicial
proceedings or orders with respect thereto, pending 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 pending, actual or, to the
best of Sellers knowledge and belief, threatened 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 the best of
Sellers knowledge and belief (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

12

---



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 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

13

---



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. To
the best of Sellers knowledge and belief, 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 the best of Sellers
knowledge and belief, requires any approval of a governmental authority for
transfer of the Property except as set forth in Exhibit D.

(j)
Financial Statements. Seller has delivered copies of all prior and
current Financial Statements for the Hotel. Each of such statements is, to the
best of Sellers knowledge and belief, complete and accurate in all material
respects and, except in the case of budgets 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, all of which have been provided to Buyer.

(k)
Employees. All employees employed at the Hotel are the employees of the
Seller. 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 Hotel is bound with respect to any employees
employed at the Hotel.

(l)
Operations. To the best of Sellers knowledge and belief, the Hotel has
at all times been operated in accordance with all applicable laws, rules,
regulations, ordinances and codes.

(m)
Franchise Agreements. Seller has furnished to Buyer true and complete
copies of 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 is no
management agreement nor are there any other 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 Franchise Agreement. To the best of
Sellers knowledge and belief, the Improvements comply with, and the Hotel is
being operated in accordance with, all requirements of such Existing Franchise
Agreement and all other requirements of the Franchisor,

14

---



including all brand
standard requirements of the Franchisor. The Existing Franchise Agreement are
in full force and effect, and shall remain in full force and effect until the termination
of the Existing Franchise Agreement at Closing, as provided in Article V
hereof. No default has occurred and is continuing under 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. To the best of Sellers knowledge and belief:

| |                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 The Hotel has been constructed in a good and workmanlike manner without
 encroachments and in accordance in all material respects with the Contracts,
 Plans and Specs, and all building permits and certificates of occupancy
 therefor and all applicable zoning, platting, subdivision, health, safety and
 similar laws, rules, regulations, ordinances and codes.
| |                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)
 The Personal Property is in good condition and operating order.                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                            
| | (iii)
 Necessary 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 and the statements
set forth therein (without qualification or limitation as to a partys
knowledge thereof except as expressly provided for in this Article VII) shall
be true, correct and complete in all material respects as of the Closing Date.
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.

15

---



ARTICLE VIII
ADDITIONAL COVENANTS

8.1
Subsequent Developments. After the date of this Contract and until the
Closing Date, Seller shall use best 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 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
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 Franchise Agreement, (iii)
maintaining the current level of advertising and other promotional activities
for 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 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;

16

---



(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.

The
Seller shall not, 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.

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 best 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 Seller and the Hotel
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 the Property.

8.5
Estoppel Certificates. Seller shall obtain from (i) each tenant under
any Lease affecting the Hotel, if any, (but not from current or prospective
occupants of hotel rooms and suites within the Hotel) and (ii) each lessor, if
any, under any FF&E Lease for the Hotel identified by Buyer as a material
FF&E Lease, the estoppel certificates substantially in the forms provided
by Buyer to Seller, and deliver to Buyer not less than five (5) days before the
Closing.

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

17

---



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.

8.8
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 Fifty Thousand and No/100 Dollars ($150,000.00)
(the Escrow Funds) which
shall be withheld from the Purchase Price payable to Seller and shall be
deposited for a period of one (1) years 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 1-year period, the Escrow
Funds deposited by Seller shall be released to Seller.

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.

18

---



(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) [References to Liquor Licenses
intentionally deleted]

(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 Franchise Agreement shall have been terminated.

(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, in each case upon terms and conditions acceptable to
Buyer in its sole and absolute discretion. Buyer shall diligently work to
obtain the New Management Agreement such that the execution and delivery shall
not unreasonably delay Closing, and in any event the New Management Agreement
shall be executed by Closing otherwise Buyer shall waive this condition.

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.

19

---



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

(b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee,
conveying title to the tangible Personal Property.

(c) Franchise Agreements. The termination of 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, if any,
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.

20

---



(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) [References to Vehicle Titles
intentionally deleted]

(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 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.

21

---



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,
if any. 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 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).

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. 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

22

---



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.

(d) Accounts. All working capital accounts, reserve accounts and escrow
accounts (including all FF&E accounts Franchisor escrows, but excluding
amounts held in tax and insurance escrow accounts and utility deposits to the
extent excluded from the definition of Deposits), shall become the property of
Seller, or Seller shall receive a credit at Closing for such accounts
transferred to Buyer.

(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 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 Seller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.

23

---



(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 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 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 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.

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

24

---



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.

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 for
damages, specific performance and all other rights and remedies available at
law or in equity.

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

25

---



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 fax, when the fax is transmitted to the partys fax
number specified below and confirmation of complete receipt is received by the
transmitting party during normal business hours or on the next Business Day if
not confirmed during normal business hours, (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:

| |                  |                                                                                                                                                      
| | ---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | If to Buyer:     | Apple Ten
 Hospitality Ownership, Inc.
 814 E. Main Street
 Richmond, Virginia 23219
 Attention: Sam Reynolds
 Fax No.: (804) 344-8129               
| |                  |                                                                                                                                                      
| | with a copy
 to: | Apple REIT
 Ten, Inc.
 814 E. Main Street
 Richmond, Virginia 23219
 Attention: Legal Dept.
 Fax No.: (804) 727-6349                                 
| |                  |                                                                                                                                                      
| | If to
 Seller:   | Columbia East, Inc.
 CN Hotels
 2011 Veasley Street
 Greensboro, NC 27407
 Attention: Jayesh Patel
 Fax No.: (336) 855-0078                          
| |                  |                                                                                                                                                      
| | with a copy
 to: | Allman Spry
 Leggett & Crumpler, P.A.
 380 Knollwood St., Suite 700
 Winston-Salem, NC 27103-1862
 Attn: Donald M. VonCannon
 Fax No.: (336) 721-0414

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

26

---



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.

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 of South Carolina (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 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.

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

27

---



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.

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 and Buyer shall have the right to see
and participate in the offering and/or otherwise make an offer to purchase any
such Other Property.

[Signatures Begin on Following Page]

28

---



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

| |                                                                |                     
| | -------------------------------------------------------------- | --------------------
| | SELLER:                                                       
| |                                                               
| | COLUMBIA EAST
 HOSPITALITY, INC., a South Carolina corporation
| |                                                                |                     
| | By:                                                            | /s/ Jayesh
 N. Patel
| |                                                                |                     

| |       |                 
| | ----- | ----------------
| | Name: | Jayesh N.
 Patel
| |       |                 

| |        |                
| | ------ | ---------------
| | Title: | Vice
 President
| |        |                

| |                                                                |                  
| | -------------------------------------------------------------- | -----------------
| | BUYER:                                                        
| |                                                               
| | APPLE TEN
 HOSPITALITY OWNERSHIP, INC., a Virginia corporation
| |                                                                |                  
| | By:                                                            | /s/ David Buckley
| |                                                                |                  

| |       |              
| | ----- | -------------
| | Name: | David Buckley
| |       |              

| |        |               
| | ------ | --------------
| | Title: | Vice President
| |        |               

29

---



EXHIBIT A

LEGAL DESCRIPTION OF LAND

All that certain, piece, parcel or lot of
land, lying, being and situate on the eastern side of East Exchange Boulevard, in the City of
Columbia, County of Richland, State of South Carolina, containing 2.27 acres, more or less, the same being
designated as Vacant Lot, on a plat prepared for Mitul Patel, plat prepared
by Baxter Land Surveying Co., Inc., Rosser W, Baxter, Jr. SCPLS No. 7613, dated
October 1, 2006, approved for recording on March 28, 2007, and recorded March
28, 2007, in the Register of Deeds Office in Record
Book R1296 at page 2769, reference being made to said plat for a
more complete description, all measurements being a little more or less.

Being a portion of the property conveyed to
Columbia East Investments, LLC by deed of Sun NLF Limited Partnership dated
March 3, 2005, recorded March 16, 2005 in Record
Book 1032 at page 3851.

TMS
No.:          16308-07-01
(portion of)

---



EXHIBIT B

LIST OF FF&E

Hotel Name: TownePlace
Suites by MarriottGuest Room Type: Studio King SuiteTotal Guest Room Count for This Room Type 58

|   |  |                                            |  |        |  |      
|-- |  | ------------------------------------------ |  | ------ |  | -----
|   |  | Item                                       |  | Qty.   |  | Notes
|   |  |                                            |  |        |  |      
|1  |  | Refrigerator                               |  | 1      |  |      
|2  |  | Microwave                                  |  | 1      |  |      
|3  |  | Cooktop                                    |  | 1      |  |      
|4  |  | Coffee Maker                               |  | 1      |  |      
|5  |  | Toaster                                    |  | 1      |  |      
|6  |  | Kitchen Sink                               |  | 1      |  |      
|7  |  | Garbage Disposal                           |  | 1      |  |      
|8  |  | Dishwasher                                 |  | 1      |  |      
|9  |  | Dishes (small plates, large plates, bowls) |  | 3 each |  |      
|10 |  | Cook ware (pots, pans)                     |  | 3      |  |      
|11 |  | Flatware (forks, spoons, knives)           |  | 4 each |  |      
|12 |  | Glasses and Mugs                           |  | 4 each |  |      
|13 |  | Can Opener                                 |  | 1      |  |      
|14 |  | Dining Room Table                          |  | 1      |  |      
|15 |  | Dining Room Chairs                         |  | 4      |  |      
|16 |  | Sofa Bed                                   |  | 1      |  |      
|17 |  | Ottoman and Tray                           |  | 1      |  |      
|18 |  | Living Room Chair                          |  | 1      |  |      
|19 |  | Side Table                                 |  | 1      |  |      
|20 |  | Bedroom Nightstand                         |  | 2      |  |      
|21 |  | Living Room TV Stand                       |  | 1      |  |      
|22 |  | Workdesk                                   |  | 1      |  |      
|23 |  | Workdesk Chair                             |  | 1      |  |      
|24 |  | Boxspring - Queen                          |  | 2      |  |      
|25 |  | Mattress - Queen                           |  | 2      |  |      
|26 |  | Picture Frames                             |  | 9      |  |      
|27 |  | Trash Cans                                 |  | 3      |  |      
|28 |  | PTAC Unit                                  |  | 3      |  |      
|29 |  | 32 Flat Screen TV                         |  | 3      |  |      
|30 |  | TV Remotes                                 |  | 3      |  |      
|31 |  | Telephones                                 |  | 3      |  |      
|32 |  | Alarm Clock                                |  | 2      |  |      
|33 |  | Wired Access Data Port                     |  | 1      |  |      
|34 |  | Smoke Detector                             |  | 3      |  |      
|35 |  | Thermostat                                 |  | 3      |  |      
|36 |  | Lamps                                      |  | 10     |  |      

2

---



|   |  |                                                  |  |        |  | 
|-- |  | ------------------------------------------------ |  | ------ |  | 
|37 |  | Kitchen Ceiling Light Fixture                    |  | 1      |  | 
|38 |  | Dining Room Light Fixture                        |  | 1      |  | 
|39 |  | Bathroom Wall Light                              |  | 1      |  | 
|40 |  | Shower and Curtain                               |  | 1      |  | 
|41 |  | Bath Mat                                         |  | 1      |  | 
|42 |  | Toilet                                           |  | 1      |  | 
|43 |  | Bathroom Mirror                                  |  | 1      |  | 
|44 |  | Bathroom Sink                                    |  | 1      |  | 
|45 |  | Bath Towels                                      |  | 4      |  | 
|46 |  | Hand Towels                                      |  | 2      |  | 
|47 |  | Washcloths                                       |  | 3      |  | 
|48 |  | Hair Dryer                                       |  | 1      |  | 
|49 |  | Boutique Tissue Box Cover                        |  | 1      |  | 
|50 |  | Shampoo, Conditioner, Lotion, Face Bar, Body Bar |  | 1 each |  | 
|51 |  | Shampoo/Conditioner/Lotion Tray                  |  | 1      |  | 
|52 |  | Soap Dish                                        |  | 1      |  | 
|53 |  | Window Treatment/Curtains                        |  | 3      |  | 
|54 |  | Iron and Ironing Board                           |  | 1      |  | 
|55 |  | Hangers                                          |  | 12     |  | 
|56 |  | Extra Blanket                                    |  | 1      |  | 
|57 |  | Flower Vases                                     |  | 1      |  | 
|58 |  | Guest Directory                                  |  | 1      |  | 
|59 |  | Dish Towels                                      |  | 2      |  | 

3

---



Hotel Name: TownePlace
Suites by MarriottGuest Room Type: Studio Double Queen SuiteTotal Guest Room Count for This Room Type 10

|   |  |                                             |  |        |  |      
|-- |  | ------------------------------------------- |  | ------ |  | -----
|   |  | Item                                        |  | Qty.   |  | Notes
|   |  |                                             |  |        |  |      
|1  |  | Refrigerator                                |  | 1      |  |      
|2  |  | Microwave                                   |  | 1      |  |      
|3  |  | Cooktop                                     |  | 1      |  |      
|4  |  | Coffee Maker                                |  | 1      |  |      
|5  |  | Toaster                                     |  | 1      |  |      
|6  |  | Kitchen Sink                                |  | 1      |  |      
|7  |  | Garbage Disposal                            |  | 1      |  |      
|8  |  | Dishwasher                                  |  | 1      |  |      
|9  |  | Dishes (small plates,
 large plates, bowls) |  | 3 each |  |      
|10 |  | Cookware (pots, pans)                       |  | 3      |  |      
|11 |  | Flatware
 (forks, spoons, knives)           |  | 3 each |  |      
|12 |  | Glasses and Mugs                            |  | 4 each |  |      
|13 |  | Can Opener                                  |  | 1      |  |      
|14 |  | Dining Room Table                           |  | 1      |  |      
|15 |  | Dining Room Chairs                          |  | 4      |  |      
|16 |  | Sofa Bed                                    |  | 1      |  |      
|17 |  | Ottoman and Tray                            |  | 1      |  |      
|18 |  | Living Room Chair                           |  | 1      |  |      
|19 |  | Side Table                                  |  | 1      |  |      
|20 |  | Bedroom Nightstand                          |  | 2      |  |      
|21 |  | Living Room TV Stand                        |  | 1      |  |      
|22 |  | Workdesk                                    |  | 1      |  |      
|23 |  | Warkdesk Chair                              |  | 1      |  |      
|24 |  | Boxspring - Queen                           |  | 2      |  |      
|25 |  | Mattress - Queen                            |  | 2      |  |      
|26 |  | Picture Frames                              |  | 6      |  |      
|27 |  | Trash Cans                                  |  | 3      |  |      
|28 |  | PTAC Unit                                   |  | 1      |  |      
|29 |  | 32 Flat Screen TV                          |  | 1      |  |      
|30 |  | TV Remote                                   |  | 1      |  |      
|31 |  | Telephones                                  |  | 2      |  |      
|32 |  | Alarm Clock                                 |  | 1      |  |      
|32 |  | Wired Access Data Port                      |  | 1      |  |      
|33 |  | Smoke Detector                              |  | 1      |  |      
|34 |  | Thermostat                                  |  | 1      |  |      
|35 |  | Lamps                                       |  | 4      |  |      

4

---



|   |  |                                              |  |        |  | 
|-- |  | -------------------------------------------- |  | ------ |  | 
|36 |  | Kitchen Ceiling Light Fixture                |  | 1      |  | 
|37 |  | Bathroom Wall Light                          |  | 1      |  | 
|38 |  | Bathroom Mirror                              |  | 1      |  | 
|39 |  | Bathroom Sink                                |  | 1      |  | 
|40 |  | Shower and Curtain                           |  | 1 each |  | 
|41 |  | Toilet                                       |  | 1      |  | 
|42 |  | Bath Towels                                  |  | 4      |  | 
|43 |  | Hand Towels                                  |  | 2      |  | 
|44 |  | Wash Cloths                                  |  | 3      |  | 
|45 |  | Hair Dryer                                   |  | 1      |  | 
|46 |  | Boutique Tissue Box Cover                    |  | 1      |  | 
|47 |  | Shampoo/Conditioner/Lotion/Face Bar/Body Bar |  | 1 each |  | 
|48 |  | Shampoo/Lotion Tray                          |  | 1      |  | 
|49 |  | Soap Dish                                    |  | 1      |  | 
|50 |  | Dish Towel                                   |  | 2      |  | 
|51 |  | Curtains/Draperies                           |  | 1      |  | 
|52 |  | Iron and Board                               |  | 1 each |  | 
|53 |  | Guest Directory                              |  | 1      |  | 
|54 |  | Flower Vases                                 |  | 1      |  | 
|55 |  | Hangers                                      |  | 12     |  | 
|56 |  | Extra Blanket                                |  | 1      |  | 

5

---



Hotel Name: TownePlace
Suites by MarriottGuest Room Type: One Bedroom SuiteTotal Guest Room Count for This Room Type 14

|   |  |                                            |  |        |  |      
|-- |  | ------------------------------------------ |  | ------ |  | -----
|   |  | Item                                       |  | Qty.   |  | Notes
|   |  |                                            |  |        |  |      
|1  |  | Refrigerator                               |  | 1      |  |      
|2  |  | Microwave                                  |  | 1      |  |      
|3  |  | Oven                                       |  | 1      |  |      
|4  |  | Coffee Maker                               |  | 1      |  |      
|5  |  | Toaster                                    |  | 1      |  |      
|6  |  | Kitchen Sink                               |  | 1      |  |      
|7  |  | Garbage Disposal                           |  | 1      |  |      
|8  |  | Dishwasher                                 |  | 1      |  |      
|9  |  | Dishes (small plates, large plates, bowls) |  | 3 each |  |      
|10 |  | Cookware (pots, pans)                      |  | 3      |  |      
|11 |  | Flatware (forks, spoons, knives)           |  | 3 each |  |      
|12 |  | Glasses and Mugs                           |  | 4 each |  | -    
|13 |  | Can Opener                                 |  | 1      |  |      
|14 |  | Dining Room Table                          |  | 1      |  |      
|15 |  | Dining Room Chairs                         |  | 4      |  |      
|16 |  | Sofa Bed                                   |  | 1      |  |      
|17 |  | Ottoman and Tray                           |  | 1      |  |      
|18 |  | Living Room Chair                          |  | 1      |  |      
|19 |  | Side Table                                 |  | 1      |  |      
|20 |  | Bedroom Nightstand                         |  | 2      |  |      
|21 |  | Living Room TV Stand                       |  | 1      |  |      
|22 |  | Workdesk                                   |  | 1      |  |      
|23 |  | Workdesk Chair                             |  | 1      |  |      
|24 |  | Boxspring - Queen                          |  | 1      |  |      
|25 |  | Mattress - Queen                           |  | 1      |  |      
|26 |  | Picture Frames                             |  | 6      |  |      
|27 |  | Trash Cans                                 |  | 3      |  |      
|28 |  | PTAC Unit                                  |  | 2      |  |      
|29 |  | 32 Flat Screen TV                         |  | 2      |  |      
|30 |  | TV Remotes                                 |  | 2      |  |      
|31 |  | Telephones                                 |  | 2      |  |      
|32 |  | Alarm Clock                                |  | 1      |  |      
|33 |  | Wired Access Data Port                     |  | 1      |  |      
|34 |  | Smoke Detector                             |  | 2      |  |      
|35 |  | Thermostat                                 |  | 2      |  |      
|36 |  | Lamps                                      |  | 6      |  |      

6

---



|   |  |                                                  |  |        |  | 
|-- |  | ------------------------------------------------ |  | ------ |  | 
|37 |  | Kitchen Ceiling Light Fixture                    |  | 1      |  | 
|38 |  | Dining Room Light Fixture                        |  | 2      |  | 
|39 |  | Bathroom Wall Light                              |  | 1      |  | 
|40 |  | Shower and Curtain                               |  | 1      |  | 
|41 |  | Bath Mat                                         |  | 1      |  | 
|42 |  | Toilet                                           |  | 1      |  | 
|43 |  | Bathroom Mirror                                  |  | 1      |  | 
|44 |  | Bathroom Sink                                    |  | 1      |  | 
|45 |  | Bath Towels                                      |  | 3      |  | 
|46 |  | Hand Towels                                      |  | 2      |  | 
|47 |  | Washcloths                                       |  | 3      |  | 
|48 |  | Hair Dryer                                       |  | 1      |  | 
|49 |  | Boutique Tissue Box Cover                        |  | 1      |  | 
|50 |  | Shampoo, Conditioner, Lotion, Face Bar, Body Bar |  | 1 each |  | 
|51 |  | Shampoo/Canditioner/Lotion Tray                  |  | 1      |  | 
|52 |  | Soap Dish                                        |  | 1      |  | 
|53 |  | Window Treatment/Curtains                        |  | 2      |  | 
|54 |  | Iron and Ironing Board                           |  | 1      |  | 
|55 |  | Hangers                                          |  | 12     |  | 
|56 |  | Extra Blanket                                    |  | 1      |  | 
|57 |  | Flower Vases                                     |  | 2      |  | 
|58 |  | Guest Directory                                  |  | 1      |  | 
|59 |  | Dish Towels                                      |  | 2      |  | 

7

---



Hotel Name: TownePlace
Suites by MarriottGuest Room Type:
Two Bedroom SuiteTotal Guest Room Count for This Room Type 9

|   |  |                                            |  |        |  |      
|-- |  | ------------------------------------------ |  | ------ |  | -----
|   |  | Item                                       |  | Qty.   |  | Notes
|   |  |                                            |  |        |  |      
|1  |  | Refrigerator                               |  | 1      |  |      
|2  |  | Microwave                                  |  | 1      |  |      
|3  |  | Oven                                       |  | 1      |  |      
|4  |  | Stovetop                                   |  | 1      |  |      
|5  |  | Coffee Maker                               |  | 1      |  |      
|6  |  | Toaster                                    |  | 1      |  |      
|7  |  | Kitchen Sink                               |  | 1      |  |      
|8  |  | Garbage Disposal                           |  | 1      |  |      
|9  |  | Dishwasher                                 |  | 1      |  |      
|10 |  | Dishes (small plates, large plates, bowls) |  | 4 each |  |      
|11 |  | Cookware (pots, pans)                      |  | 3      |  |      
|12 |  | Flatware (forks, spoons, knives)           |  | 4 each |  |      
|13 |  | Glasses and Mugs                           |  | 4 each |  |      
|14 |  | Can Opener                                 |  | 1      |  |      
|15 |  | Dining Room Table                          |  | 1      |  |      
|16 |  | Dining Room Chairs                         |  | 4      |  |      
|17 |  | Sofa Bed                                   |  | 1      |  |      
|18 |  | Ottoman and Tray                           |  | 1      |  |      
|19 |  | Living Room Chair                          |  | 1      |  |      
|20 |  | Side Table                                 |  | 1      |  |      
|21 |  | Bedroom Nightstand                         |  | 4      |  |      
|22 |  | Living Room TV Stand                       |  | 1      |  |      
|23 |  | Workdesh                                   |  | 1      |  |      
|24 |  | Workdesk Chair                             |  | 1      |  |      
|25 |  | Boxspring - Queen                          |  | 2      |  |      
|26 |  | Mattress - Queen                           |  | 2      |  |      
|27 |  | Picture Frames                             |  | 9      |  |      
|28 |  | Trash Cans                                 |  | 3      |  |      
|29 |  | PTAC Unit                                  |  | 3      |  |      
|30 |  | 32 LCD Flat Screen TV                     |  | 3      |  |      
|31 |  | TV Remotes                                 |  | 3      |  |      
|32 |  | Telephones                                 |  | 3      |  |      
|33 |  | Alarm Clock                                |  | 2      |  |      
|34 |  | Wired Access Data Port                     |  | 1      |  |      
|35 |  | Smoke Detector                             |  | 3      |  |      
|36 |  | Thermostat                                 |  | 3      |  |      

8

---



|   |  |                                                   |  |        |  | 
|-- |  | ------------------------------------------------- |  | ------ |  | 
|37 |  | Lamps                                             |  | 10     |  | 
|38 |  | Kitchen Ceiling Light Fixture                     |  | 1      |  | 
|39 |  | Dining Room Light Fixture                         |  | 1      |  | 
|40 |  | Bathroom Wall Light                               |  | 1      |  | 
|41 |  | Shower and Curtain                                |  | 1      |  | 
|42 |  | Bath Mat                                          |  | 1      |  | 
|43 |  | Toilet                                            |  | 1      |  | 
|44 |  | Bathroom Mirror                                   |  | 1      |  | 
|45 |  | Bathroom Sink                                     |  | 1      |  | 
|46 |  | Bath Towels                                       |  | 4      |  | 
|47 |  | Hand Towels                                       |  | 2      |  | 
|48 |  | Washcloths                                        |  | 3      |  | 
|49 |  | Hair Dryer                                        |  | 1      |  | 
|50 |  | Boutique Tissue Box Cover                         |  | 1      |  | 
|51 |  | Shampoo,
 Conditioner, Lotion, Face Bar, Body Bar |  | 1 each |  | 
|52 |  | Shampoo/Conditioner/Lotion Tray                   |  | 1      |  | 
|53 |  | Soap Dish                                         |  | 1      |  | 
|54 |  | Window
 Treatment/Curtains                        |  | 3      |  | 
|55 |  | Iron and
 Ironing Board                           |  | 1      |  | 
|56 |  | Hangers                                           |  | 12     |  | 
|57 |  | Extra Blanket                                     |  | 1      |  | 
|58 |  | Flower Vases                                      |  | 1      |  | 
|59 |  | Guest
 Directory                                  |  | 1      |  | 
|60 |  | Dish Towels                                       |  | 2      |  | 

9

---



EXHIBIT C

LIST OF HOTEL CONTRACTS

|  |                                                              
|- | -------------------------------------------------------------
| | Elevator Contract (Otis
 Elevator)                           
|  |                                                              
| | Telephone Contract
 (Deltacom)                               
|  |                                                              
| | Cable (Time Warner Cable)                                    
|  |                                                              
| | Music On Hold Service Contract (Musak/Carolina Georgia Sound)
|  |                                                              
| | Dumpster (Allied Waste Services)                             
|  |                                                              
| | Alarm Monitoring (Simplex)                                   

10

---



EXHIBIT D

CONSENTS AND APPROVALS

| |    |                                            
| | -- | -------------------------------------------
| | A. | Consents
 Under Hotel Contracts - NONE     
| |    |                                            
| | B. | Consents Under
 Other Contracts - NONE     
| |    |                                            
| | C. | Governmental
 Approvals and Consents - NONE

---



EXHIBIT E

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Project No. 07-2517-A,
dated June 7, 2007, prepared by GS2 Engineering & Environmental Consultants,
Inc.

---



EXHIBIT F

CLAIMS OR LITIGATION PENDING

NONE

-i-

---



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 ten (10) 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 ten (10)
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, nor shall Escrow Agent be liable
for the conduct or misconduct of any employee, agent or attorney thereof.
Escrow Agent shall be entitled to consult with counsel of its choosing and
shall not be liable for any action suffered or omitted in accordance with the
advice of such counsel.

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

-iii-

---



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.

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 telecopy, when the telecopy is transmitted to the
partys telecopy number specified below and confirmation of complete receipt is
received by the transmitting party during normal business hours or on the next
business day if not confirmed during normal business hours, (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 or Indemnitor, to:
| |     |                                           
| |     | Columbia East Hospitality, Inc.           
| |     | c/o CN
 Hotels                            
| |     | 2011 Veasley
 Street                      
| |     | Greensboro,
 NC 27407                     
| |     | Attention:                                
| |     | Fax No.:
 (336) 855-0078                  

-iv-

---



| |       |                                       
| | ----- | --------------------------------------
| |       | with a copy
 to:                      
| |       |                                       
| |       | Allman Spry
 Leggett & Crumpler, P.A. 
| |       | 380
 Knollwood St., Suite 700         
| |       | Winston-Salem,
 NC 27103-1862         
| |       |                                       
| | (ii)  | If addressed
 to Buyer, to:           
| |       |                                       
| |       | Apple Ten
 Hospitality Ownership, Inc.
| |       | 814 E. Main
 Street                   
| |       | Richmond,
 Virginia 23219             
| |       | Attn:                                 
| |       | 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:                        
| |                                
| | COLUMBIA EAST HOSPITALITY, INC.
| |                                 | 
| | 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
Diligence
Documents 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                                                                        |  |             |  | There are no equipment leases
|16 |  | Copies of Space Leases (e.g., gift shop, health
 club/spa)                                                              |  |             |  | NONE                         

-vii-

---



|   |  |                                                                           |  |             |  |                               
|-- |  | ------------------------------------------------------------------------- |  | ----------- |  | ------------------------------
|   |  |                                                                           |  | Date 
 Sent |  | Comments                      
|   |  |                                                                           |  |             |  |                               
|17 |  | Vehicle Title/Leases                                                      |  |             |  | NONE                          
|18 |  | Copies and Schedules of all Warranties and
 Guaranties                    |  |             |  |                               
|19 |  | Existing Management Agreement                                             |  |             |  | NONE                          
|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 |  |             |  | No Liquor License             
|24 |  | Certificate of Occupancy                                                  |  |             |  |                               
|25 |  | Most Recent Property Payroll                                              |  |             |  |                               
|26 |  | Copy of Employment Contracts, if any                                      |  |             |  | NONE                          
|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            |  |             |  | PROBABLY ONLY THE FINAL POLICY
|36 |  | Copies of Title Exceptions                                                |  |             |  | PROBABLY DO NOT HAVE          
|37 |  | ALTA Survey                                                               |  |             |  | ONLY REGULAR SURVEY           
|38 |  | Service Contract Summary Completed                                        |  |             |  |                               
|39 |  | Property Data Sheet Completed                                             |  |             |  |                               
|40 |  | Other                                                                     |  |             |  |                               

-viii-

---



Due
Diligence
Service Contract Summary

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
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|LEASE CONTRACTS               |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|Name                          |  | Equipment                       |  | Term              |  | Annual
 
 Amount |  | Cancellation                       |  | Company               |  | Assignment        
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   
|                              |  |                                 |  |                   |  |                  |  |                                    |  |                       |  |                   

-ix-

---



Due
Diligence
Property Data Survey[To
Be Completed Electronically]

-x-

---



(DATA SERVEY FORM)

-xi-

---



(DATA SERVEY FORM)

-xii-

---