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                                                                    Exhibit 10.2


                   SENIOR SUBORDINATED INCREASING RATE NOTES:

                        SUMMARY OF TERMS AND CONDITIONS


ISSUER:                  Doubletree Corporation (the "Company").

PURCHASERS:              Morgan Stanley Group Inc. ("Morgan Stanley"), The Bank
                         of Nova Scotia, First Union Corporation and Societe
                         Generale Investment Corporation or, in any such case,
                         one of its affiliates designated by it and one or more
                         other purchasers (collectively, the "Purchasers"), in
                         each case in the proportions set forth in the
                         Commitment Letter.

FEES:                    As set forth in the Commitment Letter.

ISSUE:                   Senior Subordinated Increasing Rate Notes (the "Bridge
                         Notes") issued pursuant to a Securities Purchase
                         Agreement (the "Securities Purchase Agreement") among
                         the Company and the Purchasers.

USE OF PROCEEDS:         The proceeds of the Bridge Notes will be used (i) to
                         finance, in part, the consideration payable in
                         connection with the Acquisition and the Refinancing
                         and (ii) to pay costs and expenses in connection with
                         the Acquisition and the Refinancing.

PRINCIPAL AMOUNT:        Up to $150,000,000, as determined by the Company.

PRICE:                   100% of principal amount.

INTEREST RATE:           Interest on the Bridge Notes shall be paid at the
                         Applicable Interest Rate (as defined below) and
                         payable quarterly in arrears.  "Applicable Interest
                         Rate" means the highest of the following, as
                         determined as of the beginning of each three-month
                         period:  (i) the prime rate (as announced from time to
                         time by Citibank N.A.) plus 300 basis points, (ii)
                         three-month U.S. Dollar LIBOR (as determined from
                         specified sources) plus 575 basis points and (iii) the
                         highest yield on any of the 1, 3, 5 and 10-year direct
                         obligations issued by the United States plus 475 basis
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                         points; provided that if the Bridge Notes are not
                         retired in whole by the end of the first six months
                         following the issuance date, the Applicable Interest
                         Rate otherwise in effect will increase by 100 basis
                         points and shall thereafter increase by an additional
                         50 basis points at the end of each subsequent
                         three-month period for so long as the Bridge Notes are
                         outstanding (the "Incremental Spread"); and provided,
                         further, that (A) in no event shall the Applicable
                         Interest Rate exceed 19.0% and (B) the amount of cash
                         interest paid will be subject to a cap of 16.0%, with
                         the excess (if any) of the Applicable Interest Rate
                         over such cash interest cap to be paid in additional
                         Bridge Notes.

MATURITY:                One year from the date of issuance.

SUBORDINATION:           The Bridge Notes, and the guarantees thereof by
                         subsidiaries of the Company, will be subordinated to
                         the Credit Facility (including interest hedging
                         arrangements entered into in connection therewith and
                         an additional principal amount thereunder to be
                         negotiated), certain existing indebtedness of the
                         Company and the Target and certain refinancings
                         thereof on terms to be agreed.

GUARANTEES:              Each of the Company's direct and indirect subsidiaries
                         that is a borrower or guarantor with respect to the
                         Credit Facility or any refinancing thereof will, so
                         long as it is a borrower or guarantor with respect to
                         the Credit Facility or such a refinancing, guarantee
                         the Company's obligations under the Bridge Notes and
                         the Securities Purchase Agreement.

MANDATORY REDEMPTION:    The Company will redeem the Bridge Notes with, subject
                         to certain agreed exceptions, (i) the net proceeds
                         from the issuance of any equity or subordinated debt
                         securities (the "Permanent Financing"), (ii) the net
                         proceeds from the incurrence of any other debt to the
                         extent permitted by the Credit Facility, and (iii) the
                         net proceeds from asset sales in excess of the amount
                         thereof required to be paid to the banks under the
                         Credit Facility other than asset sales in the ordinary
                         course of business and asset sales the proceeds of
                         which are reinvested in like assets (subject, in each
                         case to size and other limitations to be mutually
                         agreed upon); in each case, the





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                         redemption price shall be at par plus accrued
                         interest; provided, that the redemption price shall be
                         104.167% of par plus accrued interest if the Bridge
                         Notes are redeemed with or in anticipation of funds
                         raised by any means other than a transaction in which
                         Morgan Stanley or any of its affiliates has been given
                         an opportunity to act as lead agent or lead
                         underwriter on market terms and has declined for
                         reasons other than then existing market conditions.

CHANGE-OF-CONTROL        The Company will redeem, subject to certain
                         conditions, the Bridge Notes upon any
                         change-of-control of the Company at a redemption price
                         of 104.167% of par plus accrued interest (or, if
                         Morgan Stanley or any of its affiliates shall have
                         been offered an opportunity to act as lead agent or
                         lead underwriter on market terms with respect to the
                         offering, the funds from which shall have been used to
                         so redeem the Bridge Notes, and has declined for
                         reasons other than then existing market conditions
                         100% of par plus accrued interest).

INTEREST PAYMENT:        Quarterly in arrears.

OPTIONAL REDEMPTION:     The Bridge Notes will be callable, in whole or in
                         part, upon not less than 3 business days' written
                         notice, at the option of the Company, at any time at
                         par plus accrued interest to the redemption date;
                         provided that the redemption price shall be 104.167%
                         of par plus accrued interest if the Bridge Notes are
                         refunded (whether at the time of redemption or
                         maturity) with or in anticipation of funds raised by
                         any means other than a transaction in which Morgan
                         Stanley or any of its affiliates has been given an
                         opportunity to act as lead agent or lead underwriter
                         on market terms and has declined for reasons other
                         than then existing market conditions.

MANDATORY EXCHANGE:      If the Bridge Notes have not been previously redeemed
                         in full for cash on or prior to maturity, the
                         principal of the Bridge Notes outstanding at maturity
                         may, subject to certain conditions precedent, be
                         satisfied at maturity through the issuance and
                         delivery of the Rollover Notes described in Exhibit B
                         to the Commitment Letter.  The Rollover Notes will be
                         issued at the same





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                         time as the Bridge Notes and held in escrow, as 
                         described below, pending such mandatory exchange.

RIGHT TO RESELL
BRIDGE NOTES:            The Purchasers shall have the absolute and
                         unconditional right to resell the Bridge Notes to one
                         or more third parties, whether by assignment or
                         participation, in compliance with applicable law.

EXPIRATION DATE:         The obligations of the Purchasers to purchase Bridge
                         Notes will expire upon the earlier of (i) immediately
                         prior to the consummation of the Acquisition or
                         another transaction or series of transactions (other
                         than the Transaction) in which the Company or any of
                         its affiliates acquires any stock or assets of the
                         Target, including, without limitation, the Alternate
                         Transaction, (ii) termination of the Acquisition
                         Agreement, and (iii) December 1, 1996 (or, if the
                         Company shall have made a Commitment Extension
                         Election and paid the Additional Commitment Fee on or
                         prior to November 28, 1996, January 31, 1997).

EQUITY AMOUNT; ESCROW:   On the date of the issuance of the Bridge Notes,
                         warrants ("Warrants") representing 3.5% of the common
                         stock of the Company (the "Escrowed Warrant Amount"),
                         which Warrants shall contain reasonable anti-dilution
                         provisions, will be placed in an escrow account with a
                         mutually agreeable escrow agent and will be released
                         either (i) at the direction of the Company and Morgan
                         Stanley or one of its affiliates, as the lead agent or
                         lead underwriter (the "Placement Agent") with respect
                         to the Permanent Financing (as referred to in the
                         Commitment Letter), to the purchasers purchasing the
                         securities issued in such refinancing, in amounts
                         agreed by the Placement Agent and the Company to be
                         reasonably necessary to facilitate the sale of such
                         securities or (ii) to the holders of the Bridge Notes
                         (or Rollover Notes, if any are issued) (A) 2.5% upon
                         the first anniversary of the issuance of the Bridge
                         Notes and (B) 0.25% upon each third month thereafter
                         through the second anniversary of the issuance of the
                         Bridge Notes, in each case if any Bridge Notes or
                         Rollover Notes are then outstanding, with all such
                         amounts pursuant to this clause (ii) being reduced pro
                         rata (or in such other proportion as the Company and
                         the Purchasers shall mutually agree) if less than 100%
                         of the Bridge Notes





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                         or Rollover Notes originally issued are then
                         outstanding.

                         All Warrants will be exercisable at a nominal price
                         for a period of five years from the date such warrants
                         are released from the Escrow and will have customary
                         anti-dilution provisions and demand and "piggy back"
                         (subject to reasonable "cut-back" and other customary
                         provisions) registration rights.

                         In addition, the Rollover Notes will be held, undated,
                         in escrow by the same escrow agent from the date that
                         the Bridge Notes are purchased.

CONDITIONS TO FUNDING:   In addition to conditions precedent typical for
                         leveraged financings similar to the Bridge Financing
                         that are mutually acceptable to the Company and the
                         Purchasers, the execution and closing of the
                         Securities Purchase Agreement and the funding of the
                         Bridge Notes will be subject to satisfaction of the
                         following conditions precedent:

                         1.  The Acquisition shall have been consummated in
                             accordance with the Acquisition Agreement, and the
                             Acquisition Agreement and other documentation
                             shall be satisfactory in form and substance to the
                             Purchasers, without any amendment, modification or
                             waiver of any of the terms or conditions thereof
                             except with the prior written consent of the
                             Purchasers (which will not be unreasonably
                             withheld).

                         2.  The other financings and transactions contemplated
                             to be consummated on the closing date in
                             connection with the Transaction, including,
                             without limitation, the Refinancing, the Private
                             Equity Offering, the Equity Rollover and the
                             Credit Facility, shall have been consummated prior
                             to (or shall be consummated simultaneously with)
                             the issuance of the Bridge Notes, all on terms and
                             conditions reasonably satisfactory to the
                             Purchasers, it being understood that (x) the form
                             of the Merger Agreement (including the exhibits
                             thereto) and the structure of the Acquisition, in
                             each case as in effect on the date hereof, are
                             satisfactory, (y) the pricing, maturity and
                             general structure of the Credit Facility as in
                             effect on the date hereof are satisfactory and (z)
                             the general terms of the Private Equity Offering,
                             as in effect on the date hereof, are satisfactory;
                             provided that notwithstanding (x),





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                             (y) and (z) above, (A) the definitive
                             documentation for the Credit Facility (including,
                             but not limited to, the specific terms and
                             provisions of the covenants, representations and
                             warranties, events of default, remedies,
                             guaranties and security interests) is still
                             required to be in form and substance reasonably
                             satisfactory to the Purchasers and (B) the
                             definitive documentation evidencing the Private
                             Equity Offering is still required to be reasonably
                             satisfactory to the Purchasers.

                         3.  Receipt by the Purchasers of evidence satisfactory
                             to them that the Company and the Target have cash
                             (other than proceeds from the Credit Facility, the
                             Private Equity Offering and the Bridge Financing)
                             on hand in an amount sufficient, together with the
                             proceeds of the Term Facility, the Private Equity
                             Offering, the Bridge Financing and not more than
                             $15 million in borrowings under the Revolving
                             Facility, to consummate the Acquisition and the
                             Refinancing and to pay all fees and expenses
                             incurred in connection with the Transaction.

                         4.  The Purchasers shall have received copies of a 
                             comfort letter from the Company's accountants.

                         5.  Receipt by the Purchasers of solvency certificates
                             to the extent required by the lenders under the
                             Credit Facility.

                         6.  Satisfactory completion of the Securities Purchase
                             Agreement and all other documentation relating to
                             the Bridge Notes in form and substance
                             satisfactory to the Purchasers, including issuance
                             of appropriate guarantees, and receipt by the
                             Purchasers of satisfactory opinions of counsel to
                             the Company and to the Purchasers as to the
                             transactions contemplated thereby (including,
                             without limitation, compliance with all applicable
                             securities laws), together with customary closing
                             documentation.

                         7.  All necessary governmental approvals (other than
                             approvals required to effect the transfer of
                             liquor licenses), all necessary shareholder and
                             board of director approvals and the approval of
                             the lender to Red Lion Inns Operating L.P. (or (x)
                             the written acknowledgment by such lenders that
                             such approval is not necessary or (y) the issuance
                             of an opinion of counsel to the Company,
                             satisfactory in form and substance to the
                             Purchasers, that no such approval is necessary),
                             in each case necessary in





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                             connection with the Transaction and the other
                             transactions contemplated by the Bridge Financing
                             and otherwise referred to herein, shall have been
                             obtained and remain in effect, and all applicable
                             waiting periods shall have expired without any
                             action being taken by any competent authority
                             which restrains, prevents or imposes materially
                             adverse conditions upon the consummation of the
                             Transaction or the other transactions contemplated
                             by the Bridge Financing or otherwise referred to
                             herein.

                         8.  Nothing shall have occurred (and (x) the
                             Purchasers shall not have become aware of any
                             facts or conditions not previously disclosed to
                             them and (y) no information previously submitted
                             to the Purchasers by or on behalf of the Company
                             (including, without limitation, financial,
                             accounting and tax information) is inaccurate,
                             incomplete or misleading) which (in any such case)
                             could reasonably be expected to have a material
                             adverse effect on the Transaction or the business,
                             property, assets, operations, liabilities or
                             financial condition of the Company, the Target and
                             their respective subsidiaries taken as a whole.

                         9.  Absence of any material adverse change in or
                             material disruption of financial, syndication or
                             capital markets, that would have a material
                             adverse effect on the Permanent Financing, as
                             determined by the Purchasers in their reasonable
                             discretion.

                         10. Absence of any material pending or threatened
                             litigation or other proceedings by any entity
                             (private or governmental) with respect to the
                             Transaction, the Bridge Financing, the Permanent
                             Financing or any documentation executed in
                             connection therewith or which the Purchasers
                             reasonably determine could be reasonably be
                             expected to have a material adverse effect on the
                             business, property, assets, operations,
                             liabilities or financial condition of the Company,
                             the Target or the Company and its subsidiaries
                             taken as a whole.

                         11. Absence of any default or event of default.

                         12. Absence of any change of control of the Company.

                         13. There shall have been no material changes to 
                             corporate and capital structure (and all 
                             agreements related thereto)





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                             of the Company and its subsidiaries, or to any 
                             organizational documents of such entities.

                         14. The Purchasers shall have received consent from
                             the Credit Facility lenders, if any, concerning
                             the anticipated terms and conditions of the Bridge
                             Notes, the Rollover Notes and the Permanent
                             Financing, including the application of the
                             proceeds from any such financing.  Such terms will
                             include usual and customary terms for securities
                             of this type.

                         15. All costs, fees, expenses (including, without
                             limitation, legal fees and expenses) and other
                             compensation contemplated hereby payable to the
                             Purchasers on or prior to the Closing Date shall
                             have been paid.


REPRESENTATIONS AND
WARRANTIES:              The Securities Purchase Agreement will contain
                         representations and warranties to the holders of the
                         Bridge Notes which are usual and customary for
                         transactions of this nature or reasonably required by
                         the Purchasers for this transaction, including, but not
                         limited to, the following:

                          1. Corporate existence.
                          
                          2. Corporate and governmental authorizations; no
                             contravention; binding and enforceable agreements.
                             
                          3. Financial information.  
                          
                          4. No material adverse change.  
                          
                          5. Environmental matters.  
                          
                          6. Compliance with laws, including ERISA and 
                             environmental laws.
                             
                          7. No material litigation.  
                          
                          8. Existence, incorporation, etc., of subsidiaries.

                          9. Payment of taxes and other material obligations.  

                         10. No default or event of default.  

                         11. Full disclosure.  

                         12. Other deal specific representations.

COVENANTS:               The Securities Purchase Agreement will contain usual
                         and customary covenants for securities of this nature
                         or reasonably required by the Purchasers for this
                         transaction, including, without limitation, the
                         following:

                         1.  Furnishing of information.

                         2.  Maintenance of property; insurance coverage.





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                          3. Compliance with laws; conduct of business;
                             inspection of properties.

                          4. Use of proceeds.

                          5. Restrictions on indebtedness.

                          6. Negative pledge.

                          7. Restrictions on dividends and other restricted
                             payments (including redemptions and prepayment of
                             junior or pari passu indebtedness).

                          8. Restrictions on asset sales, including
                             sale-leasebacks.

                          9. Restrictions on transactions with affiliates.

                         10. Restrictions on mergers and consolidations.

                         11. Refinancing of Bridge Notes.

                         12. Limitation on investments.

                         13. Other deal specific covenants.


EVENTS OF DEFAULT:       The Securities Purchase Agreement will contain usual
                         and customary events of default for securities of this
                         nature or reasonably required by the Purchasers for
                         this transaction, including, without limitation, the
                         following:

                         1.  Failure to pay any principal when due or any
                             interest or fees payable within 10 days of when 
                             due.
 
                         2.  Failure to meet covenants, with grace periods
                             where appropriate.  

                         3.  Representations or warranties false in any 
                             material respect when made.  

                         4.  Cross acceleration to other material debt of the 
                             Company and its subsidiaries.  

                         5.  Material judgment defaults.  
                         
                         6.  Change-of-control of the Company.  
                         
                         7.  Other usual defaults, including, without 
                             limitation, insolvency, bankruptcy and ERISA.

INDEMNIFICATION:         The Company will indemnify the Purchasers against all
                         losses, liabilities, claims, damages or expenses
                         relating to the Bridge Notes, the Securities Purchase
                         Agreement and the Company's use of the Bridge Note
                         proceeds or the commitments, including, but not limited
                         to, reasonable attorney's fees and settlement costs,
                         substantially on the terms set forth in the Commitment
                         Letter.

EXPENSES:                The Company will pay all reasonable legal and other
                         out-of-pocket expenses of the Purchasers promptly upon
                         receipt of reasonably detailed invoices therefor,
                         including reasonable travel costs, document production
                         and other





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                         expenses of this type, and the reasonable fees of
                         outside counsel and fees of other professional
                         advisors engaged with the Company's consent.

GOVERNING LAW:           State of New York.





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                      SENIOR SUBORDINATED ROLLOVER NOTES:

                        SUMMARY OF TERMS AND CONDITIONS


ISSUER:                  Doubletree Corporation (the "Company").

PURCHASERS:              The Purchasers and any other holder or holders of the
                         Bridge Notes.

ISSUE:                   Senior Subordinated Rollover Notes (the "Rollover
                         Notes")

PRINCIPAL AMOUNT:        Up to the outstanding principal amount of the Bridge
                         Notes plus an amount equal to 4.167% of such principal
                         amount, representing a funding fee payable to the
                         Purchasers.

PURPOSE:                 The Rollover Notes will be used in their entirety to
                         redeem 100% of the outstanding principal amount of the
                         Bridge Notes.

MATURITY:                8 years after the issuance date of the Rollover Notes.

INTEREST RATE:           Interest on the Rollover Notes shall be paid at the
                         Applicable Interest Rate (as defined below) and
                         payable quarterly in arrears.  "Applicable Interest
                         Rate" means the sum of (A) the Incremental Spread (as
                         defined in the Summary of Terms and Conditions for the
                         Bridge Notes) as of the date of the issuance of the
                         Rollover Notes, which shall (for so long as the
                         Rollover Notes are held by the Purchasers) increase by
                         an additional 50 basis points at the end of each
                         three-month period for so long as the Rollover Notes
                         are outstanding, plus (B) the highest of the
                         following, as determined as of the beginning of each
                         three-month period:  (i) the prime rate (as announced
                         from time to time by Citibank N.A.) plus 300 basis
                         points, (ii) three-month U.S. Dollar LIBOR (as
                         determined from specified sources) plus 575 basis
                         points and (iii) the highest yield on any of the 1, 3,
                         5 and 10-year direct obligations issued by the United
                         States plus 475 basis points; provided that (A) in no
                         event shall the Applicable Interest Rate exceed 19.0%
                         and (B) the amount of cash interest paid will be
                         subject to a cap of 16.0%, with the excess (if any) of
                         the Applicable Interest Rate over such cash interest
                         cap to be paid in additional Rollover Notes.





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OPTIONAL REDEMPTION:     For so long as they are held by the Purchasers, the
                         Rollover Notes will be redeemable at the option of the
                         Company, in whole or in part, at any time at par plus
                         accrued and unpaid interest to the redemption date;
                         provided, however, that if the Rollover Notes are sold
                         to unaffiliated third party purchasers on a fixed rate
                         basis no less favorable to the Company than the then
                         applicable rate of interest (it being understood that
                         the Purchasers shall have the right to unilaterally
                         fix the Interest Rate on the Rollover Notes in
                         conjunction with such third party sales and it also
                         being understood that no such third party sales shall
                         take place unless the Company has been given 30 days'
                         prior notice), the Rollover Notes will be non-callable
                         for 5 years from the date of issuance and will be
                         callable thereafter at par plus accrued interest plus
                         a premium equal to 50% of the coupon in effect on the
                         date of issuance of the Rollover Notes, declining
                         ratably on each yearly anniversary to par one year
                         prior to the maturity of the Rollover Notes.

MANDATORY REDEMPTION:    Same as Bridge Notes, except that the redemption price
                         shall be at par plus accrued interest.

CHANGE-OF-CONTROL:       The Company will redeem, subject to the certain
                         conditions, the Rollover Notes upon any
                         change-of-control of the Company at a redemption price
                         of 101% of par plus accrued interest.

SUBORDINATION:           Same as Bridge Notes.

GUARANTEES:              Same as Bridge Notes.

REGISTRATION RIGHTS:     The Company will file, and will use its best efforts
                         to cause to become effective, a "shelf" registration
                         statement with respect to the Rollover Notes as soon
                         as practicable after the issuance of the Rollover
                         Notes.  The Company will keep the registration
                         statement for the Rollover Notes effective until the
                         Rollover Notes shall have been redeemed.  If a "shelf"
                         registration statement for the Rollover Notes has
                         either (i) not been filed within 60 days from the date
                         of issuance of the Rollover Notes, or (ii) not been
                         declared effective within 120 days from the date of
                         issuance of the Rollover Notes, the Company will pay
                         liquidated damages of $.192 per week per $1,000
                         principal amount of Rollover Notes until such time as
                         such registration statement has become effective.  The
                         Company will also pay such liquidated damages for any
                         period of time following the effectiveness of such
                         registration statement that the registration statement
                         is not available for





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                         resales thereunder.  In addition, the holders of the
                         Rollover Notes will have the right to "piggy-back" on
                         the registration of any debt securities which are
                         registered by the Company unless all of the Rollover
                         Notes will be redeemed from the proceeds of such
                         securities.

RIGHT TO RESELL
  ROLLOVER NOTES
  AND WARRANTS:          The Purchasers shall have the absolute and
                         unconditional right to resell Rollover Notes and
                         Warrants in compliance with applicable law to any
                         third parties.

RELEASE OF EQUITY
  FROM ESCROW:           In the event that the Rollover Notes are exchanged for
                         the Bridge Notes, the Purchasers shall be entitled to
                         receive and retain the Warrants held in escrow at the
                         times and in the amounts described in the Summary of
                         Terms and Conditions for the Bridge Notes.

DEFEASANCE PROVISIONS:   None.

CONDITIONS TO ISSUANCE:  The right to issue the Rollover Notes will be subject
                         to satisfaction of the following conditions precedent:
                         (i) at the time of issuance, there shall exist no
                         bankruptcy or payment default or cross acceleration
                         under the Securities Purchase Agreement, (ii) all fees
                         and other amounts owing to the Purchasers and then
                         payable shall have been paid in full and (iii) no
                         injunction, decree, order or judgment enjoining such
                         issuance shall be in effect.

REPRESENTATIONS,
  WARRANTIES, COVENANTS,
  EVENTS OF DEFAULT,
  INDEMNITIES AND
  EXPENSES:              As in the Securities Purchase Agreement (see above).

GOVERNING LAW:           State of New York.





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