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                                                                   Exhibit 10.19

                                 AMENDMENT TO
                             EMPLOYMENT AGREEMENT

     This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of July
31, 1997, is entered into between AMERICAN GENERAL HOSPITALITY CORPORATION, a
Maryland corporation (the "Company"), and Russ C. Valentine ("Executive").

                             W I T N E S S E T H :

     WHEREAS, the Company and Executive have previously entered into an
Employment Agreement (the "Agreement"), dated as of July 31, 1996; and

     WHEREAS, Executive has provided valuable services to the Corporation as its
Senior Vice President -- Acquisitions; and

     WHEREAS, the Company and Executive each desire to continue the employment
relation  pursuant to the Agreement; and

     WHEREAS, the parties also desire to make certain clarifications and
modifications to the Agreement;

     NOW, THEREFORE, in consideration of the sum of $1.00 each to the other in
hand paid, the receipt whereof is hereby acknowledged and the mutual covenants
and agreements herein contained, the parties hereto agree and hereby amend those
terms and conditions of the Agreement as follows:

1.   Paragraph 2 of the Agreement shall be deleted and replaced with the
     following:

          "Term.  The term of Executive's employment under this Agreement (the
          "Term") will begin on the date of this Agreement and will continue,
          subject to the termination provisions set forth in paragraph 5 below,
          until the fifth anniversary of the date hereof; provided, that,
          commencing on the fifth anniversary of the date hereof and on each
          anniversary thereafter, the Term shall be automatically extended for
          one year unless either the Company or the Executive provides written
          notice of non-extension at least thirty days prior to such anniversary
          date."

2.   Paragraph 4(d) is amended by adding the following sentence at the end
     thereof:

          "Notwithstanding anything herein to the contrary, upon the occurrence
          of a Change of Control (as defined herein), the stock
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          options shall fully vest and become exercisable and the shares of
          Common Stock shall fully vest and become nonforfeitable."

3.   Immediately subsequent to Paragraph 5(d)(iii) of the Agreement, the
     following new subparagraph shall be added:

               "(iv) 'Change of Control' means any of the following events:

                     (A) The acquisition (other than from the Company) by any
               "Person" (as the term is used for purposes of Sections 13(d) or
               14(d) of the Exchange Act) of beneficial ownership (within the
               meaning of Rule 13d-3 promulgated under the Exchange Act) of
               fifty percent (50%) or more of the combined voting power of the
               Company's then outstanding voting securities; or

                     (B) The individuals who were members of the Board (the
               "Incumbent Board") during the previous twelve (12) month period,
               cease for any reason to constitute at least two-thirds of the
               Board; provided, however, that if the election, or nomination for
               election by the Company's stockholders, of any new director was
               approved by a vote of at least two-thirds of the Incumbent Board,
               such new director shall, for purposes of this Agreement, be
               considered as a member of the Incumbent Board; or

                    (C) Approval by stockholders of the Company of (i) a merger
               or consolidation involving the Company if the stockholders of the
               Company, immediately before such merger or consolidation do not,
               as a result of such merger or consolidation, own, directly or
               indirectly, more than seventy percent (70%) of the combined
               voting power of the then outstanding voting securities of the
               corporation resulting from such merger or consolidation in
               substantially the same proportion as their ownership of the
               combined voting power of the voting securities of the Company
               outstanding immediately before such merger or consolidation or
               (ii) a complete liquidation or dissolution of the Company or an
               agreement for the sale or other disposition of all or
               substantially all of the assets of the Company.

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          Notwithstanding the foregoing, a Change of Control shall not be deemed
          to occur pursuant to Section 5(d)(iv)(A), solely because fifty percent
          (50%) or more of the combined voting power of the Company's then
          outstanding securities is acquired by (i) a trustee or other fiduciary
          holding securities under one or more employee benefit plans maintained
          by the Company or any of its subsidiaries or (ii) any corporation
          which, immediately prior to such acquisition, is owned directly or
          indirectly by the stockholders of the Company in the same proportion
          as their ownership of stock in the Company immediately prior to such
          acquisition."

4.   Paragraph 6.b(i) of the Agreement shall be deleted and replaced in its
     entirety with the following text:

               "(i) the Company will pay as severance pay to Executive, not
          later than the 30th day following the date of termination, a lump sum
          severance payment (the "Severance Payment") equal to the greater of
          (x) the aggregate of all compensation due to Executive hereunder
          during the balance of the Term, assuming that the annual bonuses
          payable to Executive during such period will equal the average of the
          annual bonuses paid to Executive under this Agreement prior to
          termination of employment, or (y) 1.99 times the "base amount" within
          the meaning of Sections 280G(b)(3) and 280G(d) of the Internal Revenue
          Code of 1986, as amended (the "Code"), and any applicable temporary or
          final regulations promulgated thereunder, or its equivalent as
          provided in any successor statute or regulation; provided, however, if
          such termination occurs by the Company other than for Cause or by an
          Executive for Good Reason in connection with or following a Change of
          Control, the multiple 1.99 in clause (y) shall be increased to 2.99;"

5.   Immediately subsequent to Paragraph 6.b(ii) of the Agreement, the following
     new subparagraph shall be added in its entirety:

               "(iii) Notwithstanding the previous provision, if payments made
          pursuant to this Section 6 are considered "parachute payments" under
          Section 280G of the Code, then the sum of such parachute payments plus
          any other payments made by the Company to the Executive which are
          considered parachute payments shall be limited to the greatest amount
          which may be paid to the Executive under Section 280G without causing
          any loss of deduction to the Company under such section.

6.   All the above specified amendments, deletions and modifications to the
     Agreement shall be effective as of July 31, 1997 without derogation to any
     of rights or obligations of the parties

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     prior to such date. All the remaining terms and conditions of the Agreement
     are unmodified and in full and continuous force and effect.


                        [SIGNATURES ON FOLLOWING PAGE]

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          IN WITNESS WHEREOF, the parties have executed this Amendment on the
day and year first set forth above.


                         AMERICAN GENERAL HOSPITALITY CORPORATION



                         By:  /s/ Steven D. Jorns
                              --------------------------------------------------
                              Name:   Steven D. Jorns
                              Title:  Chairman, Chief Executive Officer
                                      and President



                         /s/ Russ C. Valentine
                         -------------------------------------------------------
                              RUSS C. VALENTINE

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