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                               FIRST AMENDMENT TO
                           SALE AND PURCHASE AGREEMENT

                  This First Amendment to Sale and Purchase Agreement (the
"First Amendment") is entered into as of July 9, 2000, by and between SHOLODGE,
INC., a Tennessee corporation ("ShoLodge"), and PRIME HOSPITALITY CORP., a
Delaware corporation ("Prime").

                              W I T N E S S E T H:

                  WHEREAS, ShoLodge and Prime entered into that certain Sale and
Purchase Agreement (the "Agreement"), dated March 16, 2000, regarding certain
Sumner Suites hotels and development sites as described therein; and

                  WHEREAS, by letter dated April 11, 2000 (the "Termination
Letter") Prime terminated the Agreement; and

         WHEREAS, ShoLodge and Prime desire to withdraw the termination of the
Agreement pursuant to the Termination Letter; and

                  WHEREAS, ShoLodge and Prime have renegotiated certain terms
and provisions of the Agreement and have agreed to the modification of certain
terms and provisions of the Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of these premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ShoLodge and Prime hereby agree as follows:

         1. Prime hereby withdraws the termination of the Agreement pursuant to
the Termination Letter, and ShoLodge and Prime hereby enter into the Agreement,
as amended hereby.

         2. The Agreement is hereby amended by deleting the definitions of the
terms "Additional Advance Payments", "Additional Buildings", "Additional
Equipment", "Additional Hotel Operating Assets", "Additional Hotel Operating
Assets Transfer Documents", "Additional Hotel Subsidiaries", "Additional HPT
Hotels", "Additional Inventory", "Additional Land", "Additional Operating
Agreements", "Additional Property" and "Additional Property Documents" in
Section 1.1 thereof in their entirety.

         3. The Agreement is hereby amended by deleting the definition of the
term "Advance Payments" in Section 1.1 thereof in its entirety and inserting in
lieu thereof the following:

         "Advance Payments" means the STI Advance Payments and the Texas Advance
         Payments.

         4. The Agreement is hereby amended by deleting the definition of the
term "Agreement" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

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         "Agreement" means this Sale and Purchase Agreement as amended from time
         to time.

         5. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Agreement", definitions of the
terms "Albuquerque Property' and "Alpharetta Property", as follows:

         "Albuquerque Property" shall have the meaning set forth in Section
         5.2(a).

         "Alpharetta Property" shall have the meaning set forth in Section
         5.2(b).

         6. The Agreement is hereby amended by deleting the definition of the
term "Assets" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

         "Assets" means collectively the STI Assets, the Texas Property and the
         Texas Hotel Operating Assets.

         7. The Agreement is hereby amended by deleting the definition of the
term "Buildings" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

         "Buildings" means the STI Buildings and the Texas Buildings.

         8. The Agreement is hereby amended by deleting the definition of the
term "Closing" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

         "Closing" shall mean the conference to be held at 10:00 a.m., New York,
         New York time, on the Closing Date, at the offices of Willkie Farr &
         Gallagher, 787 Seventh Avenue, New York, New York, or at such other
         time and place on the Closing Date as the parties may mutually agree to
         in writing, at which time the transactions contemplated by this
         Agreement shall be consummated.

         9. The Agreement is hereby amended by deleting the definition of the
term "Closing Date" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

         "Closing Date" shall mean the date on which the Closing occurs.

         10. The Agreement is hereby amended by deleting the definition of the
term "Closing Documents" in Section 1.1 thereof in its entirety and inserting in
lieu thereof the following:

         "Closing Documents" means all documents to be executed by Prime, a
         Prime Subsidiary, ShoLodge or a ShoLodge Subsidiary to consummate the
         transactions contemplated in this Agreement, including, without
         limitation, the STI Transfer Documents, the Texas Lease, the Texas
         Hotel Operating Assets Transfer Documents, the Construction Contract
         and the Reservation Agreement.

         11. The Agreement is hereby amended by deleting the definition of the
term "Development Site Purchase Price" in Section 1.1 thereof in its entirety.

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         12. The Agreement is hereby amended by deleting the definition of the
term "Development Site Transfer Documents" in Section 1.1 thereof in its
entirety.

         13. The Agreement is hereby amended by deleting the definition of the
term "Due Diligence Period" in Section 1.1 thereof in its entirety and inserting
in lieu thereof the following:

         "Due Diligence Period" means the period commencing on the Effective
         Date and ending on July 9, 2000.

         14. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Effective Date", the
definition of the term "Effective Closing Date", as follows:

         "Effective Closing Date" means July 9, 2000 at 11:00 p.m. (New York
         time).

         15. The Agreement is hereby amended by deleting the definition of the
term "Equipment" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

         "Equipment" means the STI Equipment and the Texas Equipment.

         16. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term"ERISA", the definition of the
term "Escrow Agent", and the definition of the term "Escrow Agreement," as
follows:

         "Escrow Agent" shall have the meaning set forth in Section 5.6.

         "Escrow Agreement" shall have the meaning set forth in Section 5.6.

         17. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Existing HPT Hotels", the
definition of the term "Fairfax County Option", as follows:

         "Fairfax County Option" shall have the meaning set forth in Section
         5.2(b).

         18. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Fairfax County Option", the
definition of the term "Fairfax County Property", as follows:

         "Fairfax County Property" shall have the meaning set forth in Section
         5.2(b).

         19. The Agreement is hereby amended by deleting the definition of the
term "HPT Estoppel Certificate" in Section 1.1 thereof in its entirety.

         20. The Agreement is hereby amended by deleting the definition of the
terms "Hotel" and "Hotels" in Section 1.1 thereof in its entirety and inserting
in lieu thereof the following:

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         "Hotel" and "Hotels" shall mean individually one of the Existing HPT
         Hotels or one of the Texas Hotels and collectively the Existing HPT
         Hotels and the Texas Hotels.

         21. The Agreement is hereby amended by deleting the definition of the
term "HPT Assignment and Security Agreement" in Section 1.1 thereof in its
entirety and inserting in lieu thereof the following:

         "HPT Assignment and Security Agreement" means that certain Assignment
         and Security Agreement dated as of November 19, 1997 between STI and
         Landlord, as amended by that certain Second Amendment to Lease
         Agreement and First Amendment to Incidental Documents dated as of June
         29, 1999 among HPT, Landlord, ShoLodge and STI and by that certain
         Fourth Amendment to Lease Agreement and Amendment to Incidental
         Documents dated as of May 11, 2000 among HPT, Landlord, ShoLodge and
         STI, together with such subsequent amendments, modifications and
         supplements thereto as shall have been approved by Prime in writing
         prior to execution by STI, such approval not to be unreasonably
         withheld, delayed or conditioned.

         22. The Agreement is hereby amended by deleting the definition of "HPT
Lease" in Section 1.1 thereof in its entirety and inserting in lieu thereof the
following:

         "HPT Lease" means that certain Lease Agreement dated as of November 19,
         1997 between Landlord and STI, as amended or supplemented by those
         certain letters dated November 19, 1997 among HPT, Landlord, ShoLodge
         and STI concerning a Declaration of Restrictions recorded in the Allen
         County, Indiana Recorder's Office as Document Number 95-028307 and
         environmental matters related to certain property in San Antonio,
         Texas, respectively, by that certain First Amendment to Lease Agreement
         dated as of March 5, 1999 between Landlord and STI, by that certain
         Second Amendment to Lease Agreement and First Amendment to Incidental
         Documents dated as of June 29, 1999 among HPT, Landlord, ShoLodge and
         STI, by that certain letter dated June 29, 1999 from STI to Landlord
         concerning revenues from the sale of liquor, by that certain Third
         Amendment to Lease Agreement dated as of March 3, 2000 between Landlord
         and STI and by that certain Fourth Amendment to Lease Agreement and
         Amendment to Incidental Documents dated as of May 11, 2000 among HPT,
         Landlord, ShoLodge and STI, together with such subsequent amendments,
         modifications and supplements thereto as shall have been approved by
         Prime in writing prior to execution by STI, such approval not to be
         unreasonably withheld, delayed or conditioned.

         23. The Agreement is hereby amended by deleting the definition of the
term "HPT Lease Guaranty" in Section 1.1 thereof in its entirety and inserting
in lieu thereof the following:

         "HPT Lease Guaranty" means that certain Limited Guaranty Agreement
         dated as of November 19, 1997 executed by ShoLodge in favor of HPT and
         Landlord, as

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         amended or supplemented by that certain letter dated November 19, 1997
         among HPT, Landlord, ShoLodge and STI concerning a Declaration of
         Restrictions recorded in the Allen County, Indiana Recorder's Office as
         Document Number 95-028307, by that certain Second Amendment to Lease
         Agreement and First Amendment to Incidental Documents dated as of June
         29, 1999 among HPT, Landlord, ShoLodge and STI and by that certain
         Fourth Amendment to Lease Agreement and Amendment to Incidental
         Documents dated as of May 11, 2000 among HPT, Landlord, ShoLodge and
         STI, together with such subsequent amendments, modifications and
         supplements thereto as shall have been approved by Prime in writing
         prior to execution by ShoLodge, such approval not to be unreasonably
         withheld, delayed or conditioned.

         24. The Agreement is hereby amended by deleting the definition of the
term "HPT Lease Security Deposit" in Section 1.1 thereof in its entirety and
inserting in lieu thereof the following:

         "HPT Lease Security Deposit" means the "Retained Funds" in the amount
         of Twenty-Five Million Five Hundred Seventy-Five Thousand Two Hundred
         and No/100 Dollars ($25,575,200.00) deposited by STI with Landlord to
         secure the obligations of STI under the HPT Lease.

         25. The Agreement is hereby amended by deleting the definition of the
term "HPT Real Property" in Section 1.1 thereof in its entirety and inserting in
lieu thereof the following:

         "HPT Real Property" means the STI Land and the STI Buildings.

         26. The Agreement is hereby amended by deleting the definition of the
term "HPT Security Agreement" in Section 1.1 thereof in its entirety and
inserting in lieu thereof the following:

         "HPT Security Agreement" means that certain Security Agreement dated as
         of November 19, 1997 between STI and Landlord, as amended by that
         certain Second Amendment to Lease Agreement and First Amendment to
         Incidental Documents dated as of June 29, 1999 among HPT, Landlord,
         ShoLodge and STI, by that certain Second Amendment to Security
         Agreement dated as of March 3, 2000 between Landlord and STI and by
         that certain Fourth Amendment to Lease Agreement and Amendment to
         Incidental Documents dated as of May 11, 2000 among HPT, Landlord,
         ShoLodge and STI, together with such subsequent amendments,
         modifications and supplements thereto as shall have been approved by
         Prime in writing prior to execution by STI, such approval not to be
         unreasonably withheld, delayed or conditioned.

         27. The Agreement is hereby amended by deleting the definition of the
term "HPT Stock Pledge" in Section 1.1 thereof in its entirety and inserting in
lieu thereof the following:

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         "HPT Stock Pledge" means that certain Stock Pledge dated as of November
         19, 1997 made by ShoLodge in favor of Landlord, as amended by that
         certain Second Amendment to Lease Agreement and First Amendment to
         Incidental Documents dated as of June 29, 1999 among HPT, Landlord,
         ShoLodge and STI and by that certain Fourth Amendment to Lease
         Agreement and Amendment to Incidental Documents dated as of May 11,
         2000 among HPT, Landlord, ShoLodge and STI, together with such
         subsequent amendments, modifications and supplements thereto as shall
         have been approved by Prime in writing prior to execution by ShoLodge,
         such approval not to be unreasonably withheld, delayed or conditioned.

         28. The Agreement is hereby amended by deleting the definition of the
term "Inventory" in Section 1.1 thereof in its entirety and inserting in lieu
thereof the following:

         "Inventory" means the STI Inventory and the Texas Inventory.

         29. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Moore", the definition of the
term "Mt. Laurel Option", as follows:

         "Mt. Laurel Option" shall have the meaning set forth in Section 5.2(a).

         30. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Mt. Laurel Option", the
definition of the term "Mt. Laurel Property", as follows:

         "Mt. Laurel Property" shall have the meaning set forth in Section
         5.2(a).

         31. The Agreement is hereby amended by deleting the definition of the
term "Operating Agreements" in Section 1.1 thereof in its entirety and inserting
in lieu thereof the following:

         "Operating Agreements" means the STI Operating Agreements and the Texas
         Operating Agreements.

         32. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Operating Agreements", the
definition of the term "Option", as follows.

         "Option" means, respectively, each of the Mt. Laurel Option and the
         Fairfax County Option.

         33. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Option", the definition of the
term "Option Agreement", as follows.

         "Option Agreement" means the Exchange Option Agreement applicable to
         each respective Option.

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         34. The Agreement is hereby amended by deleting the definition of the
term "Permitted Exceptions" in Section 1.1 thereof in its entirety and inserting
in lieu thereof the following:

         "Permitted Exceptions" means (a) with respect to all Assets, (i) liens
         for taxes, assessments and governmental charges with respect to an
         Asset not yet due and payable or due and payable but not yet delinquent
         or as to which adequate reserves are provided therefor, (ii) those
         Encumbrances to be created pursuant to this Agreement, and (iii) such
         other Encumbrances as shall be approved or deemed approved by Prime
         pursuant to Section 12.1; (b) with respect to the HPT Real Property
         only, the HPT Lease; (c) with respect to the Texas Property only, the
         Texas Lease; (d) with respect to the Hendersonville, Tennessee Hotel
         only, the Hendersonville Restriction; and (e) with respect to the Real
         Property only, applicable zoning regulations and ordinances provided
         the same do not prohibit or impair in any material respect use of such
         Real Property as a hotel as currently operated or constructed.

         35. The Agreement is hereby amended by adding in Section 1.1 thereof,
immediately following the definition of the term "Prime", the definition of the
term 'Prime Development Site", as follows:

         "Prime Development Site" shall have the meaning set forth in Section
         7.1.

         36. The Agreement is hereby amended by deleting the definition of the
term "Prime HPT Subsidiary" in Section 1.1 thereof in its entirety and inserting
in lieu thereof the following:

         "Prime HPT Subsidiary" means Glen Rock Holding Corp., a Delaware
         corporation and a wholly-owned subsidiary of Prime, and its successors
         and permitted assigns.

         37. The Agreement is hereby amended by deleting the definition of the
term "Prime Texas Subsidiary" in Section 1.1 thereof in its entirety and
inserting in lieu thereof the following:

         "Prime Texas Subsidiary" means May-Ridge, L.P., a Delaware limited
         partnership all of the partnership interests of which are owned,
         directly or indirectly, by Prime, and its successors and permitted
         assigns.

         38. The Agreement is hereby amended by deleting the definition of the
term "Real Property" in Section 1.1 thereof in its entirety and inserting in
lieu thereof the following:

         "Real Property" means the STI Land, the STI Buildings, the Texas Land
         and the Texas Buildings.

         39. The Agreement is hereby amended by deleting the definition of the
term "ShoLodge Subsidiaries" in Section 1.1 thereof in its entirety and
inserting in lieu thereof the following:

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         "ShoLodge Subsidiaries" means STI, Southeast, the Development Site
         Subsidiaries and Moore.

         40. The Agreement is hereby amended by adding in Section 1.1 thereof,
at the end thereof, the definition of the term "Unavoidable Delays" as follows:

         "Unavoidable Delays" shall mean delays caused by governmental orders or
         edicts, governmental rationing or allocation of materials, strikes,
         lockouts, fires, acts of God, disasters, riots, unreasonable delays in
         transportation, shortages of labor or materials or any other cause
         beyond the control of ShoLodge, Moore or a Development Site Subsidiary,
         as applicable.

         41. The Agreement is hereby amended by changing all references to
"Closing Date" in Section 2.1 thereof to "Effective Closing Date".

         42. The Agreement is hereby amended by changing all references to
"Closing Date" in Section 2.2 thereof to "Effective Closing Date".

         43. The Agreement is hereby amended by deleting Section 2.3 thereof in
its entirety and inserting in lieu thereof the following:

         2.3 HPT Lease Guaranty. Prime will pay to ShoLodge at Closing the sum
         of Fourteen Million and No/100 Dollars ($14,000,000.00) in cash or
         other immediately available funds in exchange for the absolute
         assignment by ShoLodge to Prime of all right, title and interest of
         ShoLodge in and to the HPT Lease Guaranty Deposit, so long as Prime has
         received a fully executed counterpart of the HPT Lease Amendment. Prime
         acknowledges that such Guaranty Deposit shall continue to be held by
         HPT to secure the obligations of ShoLodge under the HPT Lease Guaranty.
         All accrued but unpaid interest on the HPT Lease Guaranty Deposit for
         the period prior to and including the Effective Closing Date shall be
         paid to ShoLodge by HPT, and all interest on the HPT Lease Guaranty
         Deposit after the Effective Closing Date shall be paid to Prime by HPT
         which then will be contributed to the Prime HPT Subsidiary by Prime.

         44. The Agreement is hereby amended by changing the reference to
"Closing Date" in the first sentence of Section 2.5 thereof to "Effective
Closing Date".

         45. The Agreement is hereby amended by deleting Article III thereof in
its entirety and inserting in lieu thereof the following:

                                   ARTICLE III
                             [INTENTIONALLY DELETED]

         46. The Agreement is hereby amended by changing all references to
"Closing Date" in Section 4.1 thereof to "Effective Closing Date".

         47. The Agreement is hereby amended by changing all references to
"Closing Date" in Section 4.2 thereof to "Effective Closing Date".

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         48. The Agreement is hereby amended by deleting Section 4.3 thereof in
its entirety and inserting in lieu thereof the following:

         4.3 Lease of Texas Property. The lease of the Texas Property from
         Southeast to the Prime Texas Subsidiary shall be effected by lease (the
         "Texas Lease") which contains terms and provisions reasonably
         satisfactory to Prime, but Prime shall not have reason to object to any
         terms and provisions which are in the HPT Lease unless an objection to
         such terms and provisions is made in accordance with the provisions of
         Section 12.1; provided, however, (i) the Texas Lease shall require an
         audit of hotel revenues only unless and until the Texas Property is
         sold to HPT or an Affiliate of HPT, at which time an audit of the Prime
         Texas Subsidiary shall be required if requested by such transferee,
         (ii) the Prime Texas Subsidiary shall be deemed to have deposited
         "Retained Funds" in the amount of Three Million One Hundred
         Twenty-Seven Thousand Eight Hundred and No/100 Dollars ($3,127,800.00),
         and (iii) the minimum annual rent under such lease with respect to the
         Texas Property shall be (A) Two Million Nine Hundred Twelve Thousand
         Two Hundred Forty-Four and No/100 Dollars ($2,912,244.00), allocated as
         set forth in Exhibit P attached hereto and incorporated herein by this
         reference, prior to July 1, 2011, and (B) Three Million One Hundred
         Twenty-Seven Thousand Eight Hundred and No/100 Dollars ($3,127,800.00),
         allocated as set forth in Exhibit P attached hereto and incorporated
         herein by this reference, after June 30, 2011. Notwithstanding anything
         to the contrary, in the event that (x) either (1) any portion of the
         HPT Lease Security Deposit which relates to an Existing HPT Hotel (or a
         hotel exchanged for an Existing HPT Hotel as contemplated in the last
         sentence of Section 11.6) is either (A) returned to Prime or the Prime
         HPT Subsidiary prior to June 30, 2013 for any reason or (B) applied
         against any obligation of the Prime HPT Subsidiary in accordance with
         the terms of the HPT Lease prior to June 30, 2013 due to a default by
         the Prime HPT Subsidiary under the HPT Lease, or (2) any portion of the
         HPT Lease Security Deposit is paid to ShoLodge and Prime pursuant to
         the last sentence of the initial paragraph of Section 5.3 or the last
         sentence of the third paragraph of Section 5.4, then (y) the minimum
         annual rent payable under the Texas Lease prior to July 1, 2011 (as
         previously increased, if applicable), shall be increased by an amount
         calculated by first determining the monthly amount that if invested at
         nine percent (9%) for the number of months between the date of
         calculation and June 30, 2013 (disregarding partial months) would equal
         the reduction in the amount payable by Prime to ShoLodge pursuant to
         Section 18.3 as a result of the event requiring such calculation (and
         assuming for the purpose of calculating such reduction only that
         minimum annual rent is increased as a result of such event and paid in
         a timely manner) and then multiplying such amount by twelve (12), such
         increase in minimum annual rent to be allocated among the Texas Hotels
         in the same proportion as the minimum annual rent is allocated among
         the Texas Hotels before such calculation. The calculation of minimum
         annual rent under the Texas Lease as set forth in part (y) of the
         preceding sentence is described in Exhibit T attached hereto and
         incorporated herein by this reference. In the event of any conflict
         between the calculation of minimum annual rent as set forth in (A) part
         (y) above and (B) Exhibit T, the terms of Exhibit T shall govern. The
         obligations

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         of the Prime Texas Subsidiary under the Texas Lease shall be secured by
         a security interest in the personal property located at the Texas Real
         Property and in the "FF&E Reserve" created pursuant to the Texas Lease
         and by a pledge of the partnership interests of the Prime Texas
         Subsidiary pursuant to documents which contain terms and provisions
         reasonably satisfactory to Prime, but Prime shall not have reason to
         object to any terms and provisions which are in the HPT Security
         Agreement, the HPT Assignment and Security Agreement or the HPT Stock
         Pledge unless an objection to such terms and provisions is made in
         accordance with the provisions of Section 12.1. The Texas Property
         shall be leased by the Prime Texas Subsidiary free and clear of all
         Encumbrances, but subject to the Permitted Exceptions which relate to
         the Texas Property and to the Texas Operating Agreements. From and
         after Closing, all liabilities of Southeast under the Texas Operating
         Agreements and under the instruments creating the Permitted Exceptions
         which relate to the Texas Property which first accrue after the
         Effective Closing Date shall be the responsibility of the Prime Texas
         Subsidiary. The obligation of Southeast to deliver the "Retained Funds"
         upon the expiration of the Texas Lease pursuant to the terms thereof
         shall be guaranteed by ShoLodge pursuant to an instrument in form and
         substance reasonably satisfactory to Prime and ShoLodge, but such
         undertaking by ShoLodge shall terminate upon the transfer of the Texas
         Property to HPT or an Affiliate of HPT or to another Person whose net
         worth on the date of such transfer is equal to or greater than ten (10)
         times the unapplied balance of the "Retained Funds" held pursuant to
         the Texas Lease, provided that such transferee has assumed the
         obligation of Southeast to deliver the "Retained Funds" upon the
         expiration of the Texas Lease by written documents in form and
         substance reasonably acceptable to Prime.

         49. The Agreement is hereby amended by changing the reference to
"Closing Date" in the last sentence of Section 4.4 thereof to "Effective Closing
Date".

         50. The Agreement is hereby amended by deleting Section 4.5 thereof in
its entirety and inserting in lieu thereof the following:

                       Section 4.5 [Intentionally Deleted]

         51. The Agreement is hereby amended by changing the reference to
"Closing Date" in the first sentence of Section 4.7 thereof to "Effective
Closing Date".

         52. The Agreement is hereby amended by deleting the words "Prime and
Southeast shall enter into a license or franchise agreement whereby Southeast is
given the right to operate the Texas Hotels as "AmeriSuites" hotels, which
agreement shall be" from the first sentence of Section 4.8 thereof and inserting
in lieu thereof the words "Southeast shall have the option, but not the
obligation, to operate each of the Texas Hotels as an "AmeriSuites" hotel
pursuant to".

         53. The Agreement is hereby amended by deleting Section 4.9 thereof in
its entirety.

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         54. The Agreement is hereby amended by deleting Article V thereof in
its entirety and inserting in lieu thereof the following:

                                    ARTICLE V
                                DEVELOPMENT SITES

                  5.1 Construction on Development Sites. ShoLodge hereby agrees
         to cause an AmeriSuites hotel to be constructed on each parcel of
         property more particularly described on Exhibit D attached hereto and
         incorporated herein by this reference (or on an alternative site or
         sites as shall be acceptable to Landlord and Prime in their absolute
         discretion) (the "Development Sites"). ShoLodge shall cause each
         Development Site Subsidiary to pay all costs and expenses for the
         construction of such hotel on its respective Development Site. Each
         such hotel shall be constructed in accordance with the plans and
         specifications which have been filed by ShoLodge, Moore or the
         applicable Development Site Subsidiary, as appropriate, with the
         respective building code officials, but with the hotel to be built on
         the Mt. Laurel, New Jersey Development Site to have one hundred
         twenty-five (125) units and the hotel to be built on the Fairfax
         County, Virginia Development Site to have one hundred twenty-four (124)
         units and with finishes and signages to be in accordance with the plans
         and specifications described on Exhibit K attached hereto and
         incorporated herein by this reference, all in accordance with any
         applicable laws, regulations, statutes and orders. On or prior to the
         Closing Date, ShoLodge shall deliver to Prime (i) a copy of the plans
         and specifications described in the preceding sentence and (ii) a
         schedule which sets forth: (a) the projected times for the commencement
         and completion of each stage of construction, including, but not
         limited to, the dates of substantial completion and the final
         completion; (b) required delivery dates of materials; (c) the
         percentage of completion of construction at the end of each stage; and
         (d) the proportionate amount of the total construction cost allocated
         to each such stage of construction. Subject to Unavoidable Delays to
         the extent permitted by Landlord pursuant to the documentation which
         evidences Landlord's exchange option with respect to the Development
         Sites as described in Section 10.6 and in Section 11.6 hereof, ShoLodge
         shall cause such construction to be completed including, without
         limitation, installation of the AmeriSuites signages by the later of
         (i) September 30, 2001, or (ii) the date fifteen (15) months from the
         Closing Date (or such later date as shall be permitted by Landlord
         pursuant to the documentation which evidences Landlord's exchange
         option with respect to the Development Sites as described in Section
         10.6 and in Section 11.6 hereof). Prime shall have the right, during
         normal business hours and with prior notice to ShoLodge, to
         periodically (i) inspect the construction of each hotel and (ii) review
         the timing and cost of such construction with Moore and the architect
         for each hotel. In conducting such inspections, Prime shall use its
         best efforts to avoid disrupting ongoing construction activities and
         shall indemnify and hold ShoLodge, Moore and the Development Site
         Subsidiaries harmless from and against any and all claims for damages
         by third parties for damage to property or personal injuries to the
         extent arising out of or attributable to such inspections by Prime or
         Prime's employees or agents. The construction contract between each

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         Development Site Subsidiary and Moore shall provide that such contract
         is assignable to Prime without the consent of Moore and that Prime
         shall be a third party beneficiary thereunder. Prime shall not exercise
         any rights as such third party beneficiary unless and until the
         occurrence of, and during the continuance of, an Event of Default as
         described in Subsections (iv), (v), (vi), (vii), (viii), (ix) or (xiii)
         of Section 10.1 of each Option Agreement.

                  Upon the occurrence and continuance of any such Event of
         Default, Prime and/or its designees shall (i) have the right to enter
         upon the Mt. Laurel Property and/or the Fairfax County Property to
         complete Completion (as defined under the Option) in accordance with
         the applicable Option and (ii) use the balance of the Deposit (as
         defined in the Escrow Agreement) in connection with the Completion. If
         Prime or its designee undertakes the work to complete the Completion in
         accordance with the applicable Option, upon Completion and opening of
         the applicable hotel as an "AmeriSuites" hotel to the public, Prime
         shall pay an amount equal to unreimbursed actual costs expended by the
         applicable Development Site Subsidiary in connection with the
         Completion from the balance of the Deposit after deducting any unpaid
         portion of the Exchange Shortfall Amount.

                  5.2 Exchange of Development Sites. Upon completion of the
         construction of each hotel as set forth in Section 5.1 and if Landlord
         exercises its exchange option applicable to such property as described
         in Section 10.6 and in Section 11.6 hereof, the following exchanges
         shall take place:

                  (a)      The Mt. Laurel, New Jersey Development Site (being
                           the property described on pages D-2 and D-3 of
                           Exhibit D attached hereto), along with the hotel and
                           all other improvements located thereon and all
                           furniture, fixtures and equipment used in the
                           operation of a hotel thereon (collectively, the "Mt.
                           Laurel Property") shall be transferred from the
                           Development Site Subsidiary which owns the Mt. Laurel
                           Property to Landlord in exchange for the STI Land
                           located in Albuquerque, New Mexico (being the
                           property described on page A-5 of Exhibit A attached
                           hereto), along with the hotel and all other
                           improvements located thereon and all furniture,
                           fixtures and equipment used in the operation of a
                           hotel thereon (collectively, the "Albuquerque
                           Property") (the "Mt. Laurel Option"). All documents
                           and instruments necessary for the transfer of the Mt.
                           Laurel Property to Landlord and for the transfer of
                           the Albuquerque Property to ShoLodge or its designee
                           shall be in form and substance reasonably
                           satisfactory to Landlord and to ShoLodge or its
                           designee. Simultaneously with the consummation of the
                           exchange transaction set forth above, the HPT Lease
                           shall be amended to add the Mt. Laurel Property
                           thereto and to delete the Albuquerque Property
                           therefrom, such amendment to be in form and substance
                           reasonably satisfactory to Landlord and Prime.

                                       12
<PAGE>   13
                  (b)      The Fairfax County, Virginia Development Site (being
                           the property described on page D-4 of Exhibit D
                           attached hereto), along with the hotel and all other
                           improvements located thereon and all furniture,
                           fixtures and equipment used in the operation of a
                           hotel thereon (collectively, the "Fairfax County
                           Property") shall be transferred from the Development
                           Site Subsidiary which owns the Fairfax County
                           Property to Landlord in exchange for the STI Land
                           located in Alpharetta, Georgia (being the property
                           described on pages A-27 and A-28 of Exhibit A
                           attached hereto), along with the hotel and all other
                           improvements located thereon and all furniture,
                           fixtures and equipment used in the operation of a
                           hotel thereon (collectively, the "Alpharetta
                           Property") (the "Fairfax County Option"). All
                           documents and instruments necessary for the transfer
                           of the Fairfax County Property to Landlord and for
                           the transfer of the Alpharetta Property to ShoLodge
                           or its designee shall be in form and substance
                           reasonably satisfactory to Landlord and to ShoLodge
                           or its designee. Simultaneously with the consummation
                           of the exchange transaction set forth above, the HPT
                           Lease shall be amended to add the Fairfax County
                           Property thereto and to delete the Alpharetta
                           Property therefrom, such amendment to be in form and
                           substance satisfactory to Landlord and Prime.

                  At the closing of any such exchange as contemplated herein and
         upon Landlord's authorization (without any obligations imposed on
         Prime, contingent or otherwise) and release of Prime and/or the Prime
         HPT Subsidiary with respect to the FF&E Reserve to be delivered to
         ShoLodge under the FF&E Pledge and/or the Deposit Account Control
         Agreement (both as defined or described in the HPT Lease Amendment),
         Prime shall cause the Prime HPT Subsidiary to deliver to ShoLodge an
         amount equal to the sum of the "FF&E Reserve" created pursuant to the
         HPT Lease allocable to the Existing HPT Hotel being exchanged as of the
         Effective Closing Date plus all deposits into such "FF&E Reserve"
         following the Effective Closing Date allocable to the Existing HPT
         Hotel being exchanged, less expenditures with respect to such Existing
         HPT Hotel reimbursed from such "FF&E Reserve" following the Effective
         Closing Date; provided, however, that the amount to be delivered to
         ShoLodge pursuant to this paragraph for a particular exchange shall not
         exceed an amount equal to the portion of the "FF&E Reserve" released by
         Landlord in connection with such exchange less any amount which the
         Prime HPT Subsidiary is obligated to deposit into the "FF&E Reserve" at
         the closing of the exchange with respect to the hotel exchanged for
         such Existing HPT Hotel.

                  5.3 Purchase of Property by ShoLodge. In the event Landlord
         exercises its put option with respect to one or both of the Alpharetta
         Property and the Albuquerque Property as described in Section 9(c) of
         the HPT Lease Amendment, then in such event ShoLodge shall purchase
         from Landlord the Alpharetta Property and/or the Albuquerque Property,
         as applicable, for the price as set forth in the HPT Lease Amendment.
         At the closing of any such purchase

                                       13
<PAGE>   14
         by ShoLodge as contemplated herein and upon Landlord's authorization
         (without any obligations imposed on Prime, contingent or otherwise) and
         release of Prime and/or the Prime HPT Subsidiary with respect to the
         FF&E Reserve to be delivered to ShoLodge under the FF&E Pledge and/or
         the Deposit Account Control Agreement (both as defined or described in
         the HPT Lease Amendment), Prime shall cause the Prime HPT Subsidiary to
         deliver to ShoLodge an amount equal to the sum of the "FF&E Reserve"
         created pursuant to the HPT Lease allocable to such acquired property
         as of the Effective Closing Date plus all deposits into such "FF&E
         Reserve" following the Effective Closing Date allocable to such
         acquired property, less expenditures with respect to such acquired
         property reimbursed from such "FF&E Reserve" following the Effective
         Closing Date; provided, however, that the amount to be delivered to
         ShoLodge pursuant to this paragraph for a particular purchase shall not
         exceed an amount equal to the portion of the "FF&E Reserve" released by
         Landlord in connection with such purchase less any amount which the
         Prime HPT Subsidiary is obligated to deposit into the "FF&E Reserve" at
         the closing of such purchase and as a result of such purchase. Further,
         if in connection with any such purchase as contemplated herein, the HPT
         Lease Security Deposit which relates to such acquired property is
         returned by Landlord and the lien of Landlord therein is released, such
         returned portion of the HPT Lease Security Deposit shall be paid as
         follows:

                  (a)      an amount equal to the present value of the returned
                           portion of the HPT Lease Security Deposit on the date
                           of payment assuming payment on June 30, 2013 and
                           assuming a discount rate of nine percent (9%), plus
                           the present value of the rent reduction in Section
                           4.3 attributable to this portion of the HPT Lease
                           Security Deposit from the date such portion of the
                           HPT Lease Security Deposit is returned to June 30,
                           2011, assuming a discount rate of nine percent (9%),
                           shall be paid to Prime; and

                  (b)      the balance of the returned portion of the HPT Lease
                           Security Deposit shall be paid to ShoLodge.

                  At the closing of any such purchase by ShoLodge as
         contemplated herein and for no additional consideration, Prime shall
         cause the Prime HPT Subsidiary to sell, convey, transfer, assign and
         deliver to ShoLodge or its designee, without any representation or
         warranty whatsoever, all the following (subject to Landlord having
         released any lien which Landlord may have on such property):

                  (a)      all merchandise, inventories, materials and supplies
                           used or intended for use or held for use in
                           connection with and located on the closing date of
                           such purchase at the transferred hotel;

                  (b)      all reservation and advance booking deposits and
                           guest deposits (including interest, if any, accrued
                           thereon) for guests or future guests of the
                           transferred hotel existing on the closing date of
                           such

                                       14
<PAGE>   15
                           purchase;

                  (c)      to the extent assignable, all of the right, title and
                           interest of the Prime HPT Subsidiary, if any, in and
                           to all service contracts, vendor agreements,
                           maintenance agreements, utility contracts, cable
                           service agreements, advertising agreements, equipment
                           leases and similar operating agreements relating to
                           the transferred hotel and in effect on the closing
                           date of such purchase;

                  (d)      to the extent assignable, all of the right, title and
                           interest of the Prime HPT Subsidiary, if any, in and
                           to licenses and permits for the sale and on-premises
                           consumption of liquor and other alcoholic beverages
                           at the transferred hotel in effect on the closing
                           date of such purchase; and

                  (e)      all vehicles owned by the transferor and located at
                           and used in connection with the transferred hotel on
                           the closing date of such purchase.

                  Further, at the closing of any such purchase as contemplated
         herein, revenues and expenses respecting the acquired properties shall
         be credited or charged, as the case may be, similar to the adjustments
         with respect to the Hotels as specified in Section 9.1 so that the
         Prime HPT Subsidiary is given a credit or charge, as the case may be,
         for all revenues and expenses respecting the transferred assets which
         are attributable to operations before the closing date of the
         acquisition, and the buyer of a particular property is given a credit
         or charge, as the case may be, for all such revenues and expenses
         attributable to operations on and after the closing date of the
         acquisition.

                  Following the closing of any purchase as contemplated herein,
         the Prime HPT Subsidiary shall cooperate with the transferee in its
         efforts to obtain new operating permits and licenses for the
         transferred hotel or modifications to existing operating permits and
         licenses or, to the extent permitted by applicable law, to maintain the
         existing operating permits and licenses in effect until such time as
         the new or modified operating permits and licenses may be obtained.
         Until such time as such new or modified operating permits and licenses
         are obtained, the Prime HPT Subsidiary, to the extent permitted by
         applicable law, shall take all steps reasonably necessary to enable the
         current operating permits and licenses, if any, to be used in the
         operation of the transferred hotel and to permit the continued
         operation of the transferred hotel, including, without limitation, the
         uninterrupted sale and serving of alcoholic beverages at the
         transferred hotel, if applicable. All costs and expenses incurred by
         Prime and/or the Prime HPT Subsidiary in connection with the foregoing
         shall be paid by ShoLodge, and ShoLodge shall defend, indemnify and
         hold Prime and/or the Prime HPT Subsidiary harmless from and against
         any and all loss, expense (including, without limitation, reasonable
         attorney's fees and court costs arising

                                       15
<PAGE>   16
         from the enforcement of this indemnity), damage and liability arising
         from the foregoing.

                  5.4 Purchase of Property by Prime. In the event (i) Landlord
         exercises its put option with respect to one or both of the Alpharetta
         Property and the Albuquerque Property as described in Section 9(c) of
         the HPT Lease Amendment, (ii) ShoLodge defaults in its obligation to
         acquire a put property within 10 days of the Landlord's exercise of its
         put option and otherwise in compliance with Section 5.3 hereof, and
         (iii) Prime or an Affiliate of Prime sends notice to Landlord that
         ShoLodge has failed to acquire such put property and that it will
         purchase such put property pursuant to the exercise by Landlord of its
         put option as described in Section 9(c) of the HPT Lease Amendment,
         then, in such event, simultaneously with the closing of the acquisition
         of such put property by Prime, the following exchanges shall take
         place: (x) if ShoLodge has failed to purchase and Prime is to purchase
         the Albuquerque Property, ShoLodge shall cause the Development Site
         Subsidiary which owns the Mt. Laurel Property to transfer the Mt.
         Laurel Property to Prime or its designee, (y) if ShoLodge has failed to
         purchase and Prime is to purchase the Alpharetta Property, ShoLodge
         shall cause the Development Site Subsidiary which owns the Fairfax
         County Property to transfer the Fairfax County Property to Prime or its
         designee and (z) if ShoLodge has failed to purchase and Prime is to
         purchase either or both of the Albuquerque Property and/or Alpharetta
         Property, ShoLodge shall pay the applicable Exchange Shortfall Amount
         (as defined below) in exchange for the applicable put property. Upon,
         ShoLodge's payment of the Exchange Shortfall Amount, Prime shall pay
         the applicable Development Site Subsidiary the balance of the Deposit,
         if any (as defined in the Escrow Agreement). All documents and
         instruments necessary for such exchange shall be in form and substance
         reasonably acceptable to ShoLodge or its designee and to Prime.

                  In addition to the provisions of the preceding paragraph, if
         Prime acquires one or both of the Alpharetta Property and the
         Albuquerque Property pursuant to the exercise by Landlord of its put
         option as described in Section 9(c) of the HPT Lease Amendment,
         ShoLodge shall pay to Prime with respect to each such acquired property
         an amount equal to the difference between (an "Exchange Shortfall
         Amount") (i) the sum of (x) purchase price paid by Prime to Landlord
         for such property and (y) amounts incurred by Prime in connection with
         Completion under the Fairfax County Option or Mt. Laurel Option, as
         applicable, in excess of the portion of the Deposit (as defined in the
         Escrow Agreement) paid to Prime and (ii) an amount equal to the number
         of units at the Fairfax County Option (i.e., 124 units) or the Mt.
         Laurel Option (i.e., 125 units), as applicable, multiplied times
         Seventy-Six Thousand Five Hundred and No/100 Dollars ($76,500) per
         unit. Such payment shall be made by ShoLodge in immediately available
         funds simultaneously with the closing of Prime's purchase of the
         applicable property.

                  At the closing of any such exchange as contemplated herein and
         upon Landlord's authorization (without any obligations imposed on
         Prime, contingent

                                       16
<PAGE>   17
         or otherwise) and release of Prime and/or the Prime HPT Subsidiary with
         respect to the FF&E Reserve to be delivered to ShoLodge under the FF&E
         Pledge and/or the Deposit Account Control Agreement (both as defined or
         described in the HPT Lease Amendment), Prime shall cause the Prime HPT
         Subsidiary to deliver to ShoLodge an amount equal to the sum of the
         "FF&E Reserve" created pursuant to the HPT Lease allocable to the
         Existing HPT Hotel being exchanged as of the Effective Closing Date
         plus all deposits into such "FF&E Reserve" following the Effective
         Closing Date allocable to such Existing HPT Hotel being exchanged, less
         expenditures with respect to such Existing HPT Hotel reimbursed from
         such "FF&E Reserve" following the Effective Closing Date; provided,
         however, that the amount to be delivered to ShoLodge pursuant to this
         paragraph for a particular exchange shall not exceed an amount equal to
         the portion of the "FF&E Reserve" released by Landlord in connection
         with the purchase of such Existing HPT Hotel by Prime, less any amount
         which the Prime HPT Subsidiary is obligated to deposit into the "FF&E
         Reserve" at the closing of such purchase and as a result of such
         purchase. Further, if in connection with any purchase by Prime of a put
         property as contemplated herein, the HPT Lease Security Deposit which
         relates to such acquired property is returned by Landlord and the lien
         of Landlord therein is released, then at the closing of the exchange
         contemplated herein such returned portion of the HPT Lease Security
         Deposit shall be paid as follows:

                  (a)      an amount equal to the present value of the returned
                           portion of the HPT Lease Security Deposit on the date
                           of payment assuming payment on June 30, 2013 and
                           assuming a discount rate of nine percent (9%), plus
                           the present value of the rent reduction in Section
                           4.3 attributable to this portion of the HPT Lease
                           Security Deposit from the date such portion of the
                           HPT Lease Security Deposit is returned to June 30,
                           2011, assuming a discount rate of nine percent (9%),
                           shall be retained by Prime or the Prime HPT
                           Subsidiary; and

                  (b)      the balance of the returned portion of the HPT Lease
                           Security Deposit shall be paid to ShoLodge

                  The provisions of this Section 5.4 set forth the sole and
         exclusive remedy available to Prime for any default by ShoLodge in its
         obligation to purchase a put property as described in Section 5.3.
         Prime, however, shall have any and all remedies available to it at law
         or in equity in the event ShoLodge fails to perform its obligations set
         forth in this Section 5.4.

                  Nothing contained herein is intended to relieve ShoLodge from
         causing the Development Site Subsidiary which owns the Mt. Laurel
         Property and/or Fairfax County Property to transfer to Prime or its
         designee the Mt. Laurel Property and/or the Fairfax County Property in
         the event it fails to pay to Prime the applicable Exchange Shortfall
         Amount. ShoLodge acknowledges (i) its obligation to cause such
         transfers of the Mt. Laurel Property and/or the Fairfax County Property
         to Prime or its designee is independent of Prime's obligation to

                                       17
<PAGE>   18
         transfer the applicable put property to ShoLodge and (ii) the
         applicable put property or put properties will be transferred to
         ShoLodge upon (x) its payment to Prime of the applicable Exchange
         Shortfall Amount and (y) Completion, including without limitation, the
         opening of the Mt. Laurel Property and/or the Fairfax County Property,
         as applicable, as an "AmeriSuites" hotel to public.

                  5.5 Operating Assets. At the closing of any exchange as
         contemplated in Section 5.2 or in Section 5.4 and for no additional
         consideration, ShoLodge shall cause the applicable Development Site
         Subsidiary to sell, convey, transfer, assign and deliver to the Prime
         HPT Subsidiary, and Prime shall cause the Prime HPT Subsidiary to sell,
         convey, transfer, assign and deliver to ShoLodge or its designee,
         without any representation or warranty whatsoever, all the following
         (subject to Landlord having released any lien which Landlord may have
         on such property):

                  (a)      all merchandise, inventories, materials and supplies
                           used or intended for use or held for use in
                           connection with and located on the closing date of
                           such exchange at the transferred hotel;

                  (b)      all reservation and advance booking deposits and
                           guest deposits (including interest, if any, accrued
                           thereon) for guests or future guests of the
                           transferred hotel existing on the closing date of
                           such exchange;

                  (c)      to the extent assignable, all of the right, title and
                           interest of the transferor, if any, in and to all
                           service contracts, vendor agreements, maintenance
                           agreements, utility contracts, cable service
                           agreements, advertising agreements, equipment leases
                           and similar operating agreements relating to the
                           transferred hotel and in effect on the closing date
                           of such exchange;

                  (d)      to the extent assignable, all of the right, title and
                           interest of the transferor, if any, in and to
                           licenses and permits for the sale and on-premises
                           consumption of liquor and other alcoholic beverages
                           at the transferred hotel in effect on the closing
                           date of such exchange; and

                  (e)      all vehicles owned by the transferor and located at
                           and used in connection with the transferred hotel on
                           the closing date of such exchange.

         Further, ShoLodge shall cause to be delivered to Prime a copy of all
         surveys, warranties, specifications and plans and as-built drawings, if
         any, in the possession of ShoLodge or an Affiliate of ShoLodge which
         relate to any property transferred to Landlord, Prime or the Prime HPT
         Subsidiary in connection with any exchange contemplated in Section 5.2
         or in Section 5.4.

                                       18
<PAGE>   19
                  Further, at the closing of any such exchange as contemplated
         in Section 5.2 or in Section 5.4, revenues and expenses respecting the
         exchanged properties shall be credited or charged, as the case may be,
         similar to the adjustments with respect to the Hotels as specified in
         Section 9.1 so that the transferor of the operating assets described in
         the preceding paragraph is given a credit or charge, as the case may
         be, for all revenues and expenses respecting the transferred assets
         which are attributable to operations before the closing date of the
         exchange, and the transferee of the operating assets described in the
         preceding paragraph is given a credit or charge, as the case may be,
         for all such revenues and expenses attributable to operations on and
         after the closing date of the exchange.

                  Following the closing of any exchange as contemplated in
         Section 5.2 or in Section 5.4, the transferor of the operating assets
         described in the second preceding paragraph shall cooperate with the
         transferee of such assets in its efforts to obtain new operating
         permits and licenses for the transferred hotel or modifications to
         existing operating permits and licenses or, to the extent permitted by
         applicable law, to maintain the existing operating permits and licenses
         in effect until such time as the new or modified operating permits and
         licenses may be obtained. Until such time as such new or modified
         operating permits and licenses are obtained, the transferor of the
         operating assets described in the second preceding paragraph, to the
         extent permitted by applicable law, shall take all steps reasonably
         necessary to enable the current operating permits and licenses, if any,
         to be used in the operation of the transferred hotel and to permit the
         continued operation of the transferred hotel, including, without
         limitation, the uninterrupted sale and serving of alcoholic beverages
         at the transferred hotel, if applicable. All costs and expenses
         incurred by such transferor in connection with the foregoing shall be
         paid by the transferee, and the transferee shall defend, indemnify and
         hold such transferor harmless from and against any and all loss,
         expense (including, without limitation, reasonable attorney's fees and
         court costs arising from the enforcement of this indemnity), damage and
         liability arising from the foregoing.

                  5.6 Escrow. In order to facilitate the transactions
         contemplated in Section 5.1, in Section 5.2 and in Section 5.3, on the
         Closing Date ShoLodge, Prime and Bankers Trust Company, as escrow agent
         (the "Escrow Agent") and others named therein, shall enter into the
         Escrow Agreement in the form of Exhibit I attached hereto (as the same
         may be amended and supplemented and in effect from time to time, the
         "Escrow Agreement" and incorporated herein by this reference whereby a
         limited warranty deed with covenants against grantor's acts, or its
         local equivalent, for each Development Site and a bill of sale or other
         transfer document for the remaining portion of the Mt. Laurel Property
         and the Fairfax County Property, all in form and substance reasonably
         satisfactory to Landlord and Prime, Seven Million and No/100 Dollars
         ($7,000,000.00) for the development of a hotel on the Mt. Laurel, New
         Jersey Development Site and Six Million Nine Hundred Thirty-Two
         Thousand and No/100 Dollars ($6,932,000.00) for the development of a
         hotel on the Fairfax County, Virginia Development Site

                                       19
<PAGE>   20
         shall be placed in escrow to be held and delivered or invested and
         disbursed, as applicable, by the Escrow Agent as provided therein.

                  5.7 Condition of Properties. In the event ShoLodge or its
         designee acquires an Existing HPT Hotel pursuant to an exchange
         described in Section 5.2, a purchase described in Section 5.3 or an
         exchange described in Section 5.4, Prime HPT Subsidiary shall cause
         such Existing HPT Hotel (including, without limitation, the real
         property, the improvements located on such real property and the
         furniture, fixtures and equipment located on such real property or
         within such improvements) at the time of such acquisition by ShoLodge
         or its designee to be in the same condition as existed on the Effective
         Closing Date, ordinary wear and tear and conditions resulting from
         casualty and/or condemnation only excepted; provided, however, such
         exception for ordinary wear and tear shall not limit the maintenance
         and repair obligations of the Prime HPT Subsidiary under Article 5 of
         the HPT Lease, which obligations shall be performed by the Prime HPT
         Subsidiary as to each Existing HPT Hotel acquired by ShoLodge or its
         designee. Further, between the Effective Closing Date and the closing
         of any such exchange or purchase, as applicable, Prime shall not
         further encumber, or permit the Prime HPT Subsidiary to further
         encumber, any such property to be acquired by ShoLodge or its designee
         except in each case required under the HPT Lease or any amendments
         thereto. Nothing contained herein is intended to modify ShoLodge's
         right to receive the insurance and/or condemnation proceeds pursuant to
         Section 5.2 of the applicable Option Agreement.

                  5.8 AmeriSuites Name. ShoLodge or the Affiliate of ShoLodge
         which owns the Mt. Laurel Property, the Fairfax County Property, the
         Alpharetta Property or the Albuquerque Property, as appropriate, shall
         have the option, but not the obligation, to operate each such property
         as an "AmeriSuites" hotel pursuant to the standard license or franchise
         agreement, if any, then used, or most recently used if a standard
         license or franchise agreement is not then being used, by Prime to
         franchise "AmeriSuites" hotels, but with (i) a minimum term of ten (10)
         years, (ii) no "initial" fee or "license" fee due upon signing such
         agreement (but with full standard royalty, marketing and reservation
         fees), and (iii) a right of the licensee or franchisee to terminate
         without penalty or any termination fee upon at least thirty (30) days
         prior written notice (provided no written notice of termination shall
         be required if termination occurs in connection with an exchange
         contemplated in Section 5.2 or in Section 5.4).

                  5.9 Survival. The provisions of Article V shall survive the
         Closing of the transactions contemplated herein.

         55. The Agreement is hereby amended by deleting the initial sentence of
Section 6.1 thereof in its entirety and inserting in lieu thereof the following:

         The total purchase price for the STI Assets and the Texas Hotel
         Operating Assets shall be One Million Six Hundred Seventeen Thousand
         Six Hundred Twenty Five and No/100 Dollars ($1,617,625.00) (the
         "Purchase Price").

                                       20
<PAGE>   21
         56. The Agreement is hereby amended by deleting Section 6.1(a) in its
entirety and inserting in lieu thereof the following:

         ShoLoge shall, on the date hereof, pay $29,495.00 to Prime, in cash or
         other immediately available funds, to an account or accounts designated
         by Prime prior to the Closing, in return for Prime's delivery of the
         debt securities referenced in Section 6.1(b) below which are in excess
         of the Purchase Price by such $29,495.00.

         57. The Agreement is hereby amended by adding the following after the
last sentence of Section 6.1:

         The parties hereto agree that the Purchase Price will increase by the
         Incremental Purchase Price, if and only if Landlord indefeasibly
         returns the Additional Deposit (as such term is defined in the HPT
         Lease Amendment) to Prime at which time the Purchase Price shall be
         paid to ShoLodge in cash or other immediately available funds, to an
         account or accounts designated by ShoLodge. The "Incremental Purchase
         Price" shall mean the difference between (i) $382,375.00 and (ii) the
         amount determined by multiplying Two Million Five Hundred Thousand and
         No/100 Dollars ($2,500,000.00) by 2.00% and dividing the product of
         such multiplication by 12, which resulting stream of monthly payment
         amounts shall be discounted using a discount rate of 9% for the number
         months that have elapsed between the month in which the Closing occurs
         and the month in which Landlord indefeasibly returns the Additional
         Deposit to Prime (including the month in which the Closing and the
         return of the Additional Deposit occur).

         58. The Agreement is hereby amended by deleting the last sentence of
Section 6.1 thereof in its entirety and inserting in lieu thereof the following:

         The Purchase Price shall be allocated among the STI Assets and the
         Texas Hotel Operating Assets as set forth on Exhibit N attached hereto
         and made a part hereof.

         59. The Agreement is hereby amended by deleting Section 6.2 thereof in
its entirety.

         60. The Agreement is hereby amended by deleting Section 7.1 thereof in
its entirety and inserting in lieu thereof the following:

                  7.1 Construction Contract. At the Closing, Prime shall enter
         into, and ShoLodge shall cause Moore to enter into, an agreement (the
         "Construction Contract") in form and substance reasonably satisfactory
         to Prime and Moore whereby Moore will agree to construct for Prime, and
         Prime will engage Moore to construct, an AmeriSuites hotel on the
         property described on Exhibit R attached hereto and incorporated herein
         by this reference (or on an alternative site as shall be acceptable to
         Landlord and ShoLodge in their absolute discretion) (the "Prime
         Development Site"). The Construction Contract shall provide for a fixed
         price of Seventy-Six Thousand Five Hundred and No/100 Dollars
         ($76,500.00) per room (including land (to the extent specified below),
         building and furniture, fixtures

                                       21
<PAGE>   22
         and equipment). The parties acknowledge that the fixed price set forth
         in the preceding sentence includes Prime's out-of-pocket cost of
         acquisition of the Prime Development Site in the amount of One Million
         One Hundred Fifteen Thousand and No/100 Dollars ($1,115,000.00), and,
         thus, Prime's out-of-pocket cost of acquiring the Prime Development
         Site in the amount of One Million One Hundred Fifteen Thousand and
         No/100 Dollars ($1,115,000.00) shall be deducted from the fixed price
         otherwise payable to Moore during the course of construction.
         Disbursements to Moore of the fixed price will be paid by Prime monthly
         during construction based upon the percentage of completion, subject to
         retainage of ten percent (10%). The Construction Contract shall further
         provide that Moore shall construct on the Prime Development Site a
         hotel building in accordance with the plans and specifications for a
         prototypical six (6) story one hundred twenty-four (124) unit Sumner
         Suites hotel, but with finishes and signage in accordance with the
         plans and specifications described on Exhibit K attached hereto and
         incorporated herein by this reference, all in accordance with all
         applicable laws, regulations, statutes and orders. The parties
         acknowledge that the Construction Contract shall contain a scheduled
         completion date, together with delay damages, among other terms, which
         terms shall be negotiated during the Due Diligence Period. ShoLodge
         shall join in the Construction Contract for the purpose of guaranteeing
         the obligations of Moore thereunder. At the Closing, ShoLodge shall
         cause Moore, at Moore's sole cost and expense, to deliver to Prime a
         Performance Bond and a Labor and Material Payment Bond relating to the
         Construction Contract, both in form and substance reasonably
         satisfactory to Prime and Moore. The provisions of this Section 7.1
         shall survive the Closing, but any conflict between the terms of this
         Section 7.1 and the terms of the Construction Contract shall be
         governed by the Construction Contract.

         61. The Agreement is hereby amended by deleting the language "an
agreement (the" from the first sentence of Section 8.1 thereof and inserting in
lieu thereof the language "an agreement or agreements (collectively, the ".

         62. The Agreement is hereby amended by deleting the language "one (1)
year period" both places it appears in Section 8.1(g) thereof and inserting in
lieu thereof the language "eighteen (18) month period" and by deleting the
language "initial Closing Date under this Agreement," and inserting in lieu
thereof the words "Effective Closing Date".

         63. The Agreement is hereby amended by deleting Section 9.1 thereof in
its entirety and inserting in lieu thereof the following:

                  (a) The cash portion of the Purchase Price described in
         Section 6.1(a) shall be increased, by:

                  (i) any cash on hand at the Hotels when a Prime Subsidiary
         takes possession (any such cash shall be counted by representatives of
         ShoLodge and Prime on the Effective Closing Date);

                                       22
<PAGE>   23
                  (ii) any revenue generated by the operation of the Hotels
         through and including the night of the Effective Closing Date arising
         from accounts receivable with respect to guests of the Hotels then in
         occupancy which in the normal course of business would be received
         after the Effective Closing Date (the amount of such revenue to be
         determined by representatives of ShoLodge and Prime on the Effective
         Closing Date);

                  (iii) amounts paid prior to Closing for any ad valorem real
         estate taxes and assessments relating to the Real Property on account
         of any period after the Effective Closing Date;

                  (iv) personal property taxes, gross receipts taxes, sales
         taxes, excise taxes, hotel occupancy taxes or other similar taxes (but
         excluding income and franchise taxes), if any, relating to the Assets
         paid prior to Closing on account of any period after the Effective
         Closing Date;

                  (v) amounts paid prior to Closing under any Operating
         Agreement, the HPT Lease or any instrument creating a Permitted
         Exception on account of any period after the Effective Closing Date;

                  (vi) any utility deposits relating to the Assets which are
         transferred and remain on deposit after Closing for the benefit of a
         Prime Subsidiary or Prime, as applicable; and

                  (vii) any other charges or fees customarily prorated by a
         credit to the seller in the jurisdiction in which the Real Property is
         situated, on customary terms.

                  (b) The cash portion of the Purchase Price described in
         Section 6.1(a) shall be decreased, by:

                  (i) any Advance Payments retained by STI or Southeast, as
         applicable;

                  (ii) unpaid ad valorem real estate taxes and assessments
         relating to the Real Property on account of any period on or prior to
         the Effective Closing Date;

                  (iii) unpaid personal property taxes, gross receipts taxes,
         sales taxes, excise taxes, hotel occupancy taxes or other similar taxes
         (but excluding income and franchise taxes), if any, relating to the
         Assets payable on account of any period on or prior to the Effective
         Closing Date;

                  (iv) unpaid amounts payable under any Operating Agreement
         (ShoLodge shall use its best efforts to cause all amounts due under the
         Operating Agreements to be paid to the Effective Closing Date), the HPT
         Lease or any instrument creating a Permitted Exception on account of
         any period on or prior to the Effective Closing Date (for this purpose
         "Additional Rent" (as defined in the HPT Lease) shall be calculated
         based on the "Total Hotel Sales" (as defined in the

                                       23
<PAGE>   24
         HPT Lease) for the current year to the Effective Closing Date compared
         to "Base Total Hotel Sales" (as defined in the HPT Lease) for the
         similar period of the applicable "Base Year" (as defined in
         the HPT Lease));

                  (v) unpaid rates, rents and charges for sewer, water, gas,
         electricity, telephone and other utility services provided to the
         Hotels for any period on or prior to the Effective Closing Date
         (ShoLodge shall use commercially reasonable efforts to cause meters to
         be read as of the Effective Closing Date);

                  (vi) accrued but unpaid benefits due to employees of the
         Hotels who are hired by Prime or a Prime Subsidiary, as applicable,
         which are not paid by STI, ShoLodge or an Affiliate of ShoLodge
         directly to such employees upon termination of employment; and

                  (vii) any other charges or fees customarily prorated by a
         charge to the seller in the jurisdiction in which the Real Property is
         situated, on customary terms.

                  (c) The intent of the foregoing is to credit or charge, as the
         case may be, STI or Southeast, as applicable, with all revenues and
         expenses respecting the Assets which are attributable to operations
         prior to and including the Effective Closing Date and to credit or
         charge, as the case may be, Prime or a Prime Subsidiary, as applicable,
         with all such revenues and expenses attributable to operations after
         the Effective Closing Date. At Closing, STI and Southeast, as
         applicable, shall provide the Prime HPT Subsidiary and the Prime Texas
         Subsidiary, as applicable, with a list setting forth advance guest
         bookings, conventions, meetings and any other booking commitments for
         the period after the Effective Closing Date.

         64. The Agreement is hereby amended by deleting Section 10.6 thereof in
its entirety and inserting in lieu thereof the following:

                  10.6 HPT Closing. All transactions with HPT and Landlord as
         contemplated in this Agreement shall have closed pursuant to documents
         in form and substance reasonably satisfactory to ShoLodge, and ShoLodge
         shall have received (a) a fully executed counterpart of the HPT Lease
         Amendment; (b) a release by Landlord of STI of and from any liability
         under the HPT Lease arising after the Effective Closing Date; (c) a
         release by Landlord of any liability of STI under the HPT Security
         Agreement and the HPT Assignment and Security Agreement; (d) a release
         by Landlord of any liability of ShoLodge under the HPT Stock Pledge;
         and (e) a ratification of the HPT Lease Guaranty as to obligations
         thereunder after the Effective Closing Date and a supplement to the HPT
         Lease Guaranty to reflect the partial release described in item (b) of
         this sentence as to obligations thereunder prior to and including the
         Effective Closing Date. Further, Landlord's option to exchange the
         Alpharetta Property for the Mt. Laurel Property and to exchange the
         Albuquerque Property for the Fairfax County Property shall

                                       24
<PAGE>   25
         have been evidenced pursuant to an option agreement in the form of
         Exhibit J attached hereto and incorporated herein by this reference.

         65. The Agreement is hereby amended by adding in Article X thereof a
new Section 10.8 as follows:

                  10.8 Landlord Consent. ShoLodge shall have received the
         written consent to the Texas Lease from the ground lessor of the Texas
         Land located in San Antonio, Texas (being the property described on
         page C-3 of Exhibit C attached hereto) in form and substance reasonably
         satisfactory to ShoLodge.

         66. The Agreement is hereby amended by deleting Section 11.6 thereof in
its entirety and inserting in lieu thereof the following:

                  11.6 HPT Closing. All transactions with HPT and Landlord as
         contemplated in this Agreement shall have closed pursuant to documents
         in form and substance reasonably satisfactory to Prime, and Prime shall
         have received a fully executed counterpart of an amendment to the HPT
         Lease in the form of Exhibit H attached hereto and incorporated herein
         by this reference (as further modified, if applicable, to remove any
         Hotel from the HPT Lease to accomplish a partial termination of this
         Agreement pursuant to Section 13.3 or Section 13.4 and to reduce
         minimum rent by the applicable amount set forth in Exhibit C to the HPT
         Lease) (such amendment being referred to herein as the "HPT Lease
         Amendment"). Further, (i) Landlord's option to exchange the Albuquerque
         Property for the Mt. Laurel Property and to exchange the Alpharetta
         Property for the Fairfax County Property shall have been evidenced
         pursuant to an option agreement in the form of Exhibit J attached
         hereto and incorporated herein by this reference, and (ii) Landlord's
         option to exchange the STI Land located in Irving, Texas (being the
         property described on page A-25 of Exhibit A attached hereto), along
         with the hotel and all other improvements located thereon and all
         assets used in the operation of the current hotel thereon, for the
         Prime Development Site, along with the hotel and all other improvements
         located thereon and all assets used in the operation of the current
         hotel thereon, shall have been evidenced pursuant to an option
         agreement in the form of Exhibit J attached hereto and incorporated
         herein by this reference.

         67. The Agreement is hereby amended by deleting Section 11.9 thereof in
its entirety and inserting in lieu thereof the following:

                  11.9 Landlord Consent. Prime shall have received the written
         consent to the Texas Lease from the ground lessor of the Texas Land
         located in San Antonio, Texas (being the property described on page C-3
         of Exhibit C attached hereto) in form and substance reasonably
         satisfactory to Prime.

         68. The Agreement is hereby amended by deleting Section 11.11 thereof
in its entirety.

                                       25
<PAGE>   26
         69. The Agreement is hereby amended by deleting the last paragraph of
Article XI thereof in its entirety.

         70. The Agreement is hereby amended by deleting the third sentence of
Section 12.1 thereof in its entirety and inserting in lieu thereof the
following:

         Unless ShoLodge undertakes to resolve such unacceptable items in a
         manner acceptable to Prime on or prior to the Closing Date, Prime may,
         by delivering written notice to ShoLodge on or prior to the Closing
         Date, terminate this Agreement, whereupon Prime and ShoLodge shall be
         released and relieved of all further obligations, liabilities and
         claims hereunder, other than the performance of each party of its Post
         Termination Obligations.

         71. The Agreement is hereby amended by deleting the fourth, fifth and
sixth sentences of Section 12.2 thereof in their entirety and inserting in lieu
thereof the following:

         ShoLodge shall also request that HPT forward to Prime a copy of all
         examinations and inspections which HPT obtained with respect to the
         Existing HPT Hotels. Should Prime discover any physical condition of
         the Assets (including, without limitation, any environmental condition)
         which is not acceptable to Prime and which is not eligible to be
         repaired with funds then in the "FF&E Reserve" established under the
         HPT Lease or the Texas Lease, as applicable, Prime shall deliver
         written notice to ShoLodge on or prior to the last day of the Due
         Diligence Period specifying in detail all such unacceptable items;
         provided, however, that with respect to any of the foregoing
         examinations and inspections obtained by HPT with respect to the
         Existing HPT Hotels, the deadline for Prime to deliver such written
         notice to ShoLodge shall end on the later of (i) the last day of the
         Due Diligence Period or (ii) the date ten (10) days after delivery of
         such item to Prime or (iii) thirty (30) days after receipt by Prime of
         written notice from HPT or ShoLodge that any such examinations and
         inspections obtained by HPT will not be provided to Prime. Unless
         ShoLodge undertakes to resolve such unacceptable items in a manner
         acceptable to Prime on or prior to the Closing Date, Prime may, by
         delivering written notice to ShoLodge on or prior to the Closing Date,
         terminate this Agreement, whereupon Prime and ShoLodge shall be
         released and relieved of all further obligations, liabilities and
         claims hereunder, other than the performance of each party of its Post
         Termination Obligations.

         72. The Agreement is hereby amended by adding in Article XII thereof a
new Section 12.4 as follows:

                  12.4 Objections. Notwithstanding anything to the contrary
         contained in this Article XII, ShoLodge and Prime acknowledge that
         Prime has raised objections to the various title, survey and property
         issues, and Prime hereby does renew its objection to the uncured
         matters set forth on Exhibit S attached hereto and incorporated herein
         by this reference (collectively, the "Prime Objections"). ShoLodge has
         executed and delivered that certain side letter dated July 9, 2000

                                       26
<PAGE>   27
         setting forth the obligation of ShoLodge to cure the Prime Objections
         or indemnify Prime with respect thereto.

         73. The Agreement is hereby amended by deleting subparagraph (c) of
Section 13.1 thereof in its entirety and inserting in lieu thereof the
following:

                  (c) any violation by STI or Southeast, as applicable, or
         notice of any alleged violation by STI or Southeast, as applicable, of
         any federal, state or local law, statute, ordinance, rule or
         regulation, but only as relates to the operations of the Hotels; or

         74. The Agreement is hereby amended by deleting the words "the
Additional Hotel Subsidiaries" from the introductory portion of Section 13.2
thereof.

         75. The Agreement is hereby amended by deleting subparagraph (b) of
Section 13.2 thereof in its entirety and inserting in lieu thereof the
following:

                  (b) maintain the Equipment in good operating condition and
         repair and replace with equipment of similar value which is in good
         operating condition or repair any of the Equipment which shall be worn
         out, lost, stolen or destroyed (which maintenance, repair and
         replacement as to the STI Equipment may be made from funds in the "FF&E
         Reserve" created pursuant to the HPT Lease).

         76. The Agreement is hereby amended by deleting the words "or any
separate lease as contemplated in Section 3.8" from subparagraph (g) of Section
13.2 thereof.

         77. The Agreement is hereby amended by deleting subparagraph (m) of
Section 13.2 thereof in its entirety and inserting in lieu thereof the
following:

                  (m) maintain the Buildings (including, but not limited to, the
         mechanical systems, plumbing, electrical, wiring, appliances, fixtures,
         heating, air conditioning and ventilating equipment, elevators,
         boilers, equipment, roofs, structural members and furnaces) in
         substantially the same condition as they are as of the last day of the
         Due Diligence Period, reasonable wear and tear excepted (which
         maintenance as to the STI Buildings may be made from funds in the "FF&E
         Reserve" created pursuant to the HPT Lease);

         78. The Agreement is hereby amended by changing the reference to
"Closing Date" in Section 13.2(l) thereof to "Effective Closing Date".

         79. The Agreement is hereby amended by deleting the initial paragraph
of Section 13.3 thereof in its entirety and inserting in lieu thereof the
following:

         If on or prior to the Effective Closing Date, any Hotel suffers loss or
         damage on account of fire, flood, earthquake, accident, act of war,
         civil commotion or other similar cause or event occurring after the
         Effective Date such that STI has the right to terminate the HPT Lease
         as to such Hotel or would have such right if such Hotel were leased by
         STI pursuant to the HPT Lease and ShoLodge has not

                                       27
<PAGE>   28
         repaired such damage on or prior to the Effective Closing Date, Prime
         shall have the right to terminate this Agreement as to such damaged
         Hotel (and the Assets related thereto) only by giving written notice to
         ShoLodge on or prior to the Effective Closing Date, in which event (i)
         the Purchase Price shall be reduced by the applicable amount as
         reflected on Exhibit O attached hereto and incorporated herein by this
         reference, (such reduction to come first from the cash portion of the
         Purchase Price described in Section 6.1(a) and then from the ShoLodge
         debt securities described in Section 6.1(b)) and Exhibit N shall be
         appropriately modified, and (ii) if applicable, the "minimum annual
         rent" described in Section 4.3 shall be reduced by the applicable
         amount as specified on Exhibit P attached hereto and incorporated
         herein by this reference. If Prime fails to terminate this Agreement as
         to a damaged Hotel (and the Assets related thereto) by giving timely
         written notice of termination as provided herein or if a Hotel is
         damaged but the damage is such that Prime does not have an option to
         terminate this Agreement as to such damaged Hotel (and the Assets
         related thereto), Prime shall consummate the transactions contemplated
         hereunder (including, without limitation, as contemplated herein with
         respect to such damaged Hotel (and the Assets related thereto)), in
         which event the applicable Prime Subsidiary, except as otherwise
         provided in the HPT Lease, shall be entitled to all insurance or other
         proceeds payable by reason of such loss or damage to such damaged Hotel
         in excess of the amount spent by ShoLodge or a ShoLodge Subsidiary to
         repair such damage (insurance or other proceeds in such amount being
         payable to ShoLodge or such ShoLodge Subsidiary), and, in addition,
         there shall be a reduction in the Purchase Price by the amount by which
         any deductibles under the policies of insurance covering such loss or
         damage exceed the amount spent by ShoLodge or a ShoLodge Subsidiary to
         repair such damage which is not reimbursed from insurance or other
         proceeds. ShoLodge shall not permit STI to terminate the HPT Lease due
         to any casualty without the prior written approval of Prime, such
         written approval not to be unreasonably withheld, delayed or
         conditioned. In the event of a casualty to an Existing HPT Hotel such
         that Prime elects to terminate this Agreement as to such Hotel,
         ShoLodge agrees that, at Prime's request, ShoLodge shall cause STI to
         terminate the HPT Lease with respect to such Hotel pursuant to the
         provisions thereof. Further, prior to commencing the repair of any
         damage following a casualty event which would cost more than Two
         Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the
         aggregate to repair, ShoLodge shall cause STI to obtain the prior
         written consent of Prime, not to be unreasonably withheld, conditioned
         or delayed, to such repair.

         80. The Agreement is hereby amended by deleting Section 13.4 thereof in
its entirety and inserting in lieu thereof the following:

                  13.4 Condemnation. In the event of any actual or threatened
         taking pursuant to the power of eminent domain of all or any portion of
         any HPT Real Property or the Texas Real Property such that STI has the
         right to terminate the HPT Lease as to such HPT Real Property or would
         have such right if such HPT Real Property or such Texas Real Property
         were leased by STI pursuant to the HPT Lease or any proposed sale in
         lieu thereof, ShoLodge shall give written

                                       28
<PAGE>   29
         notice thereof to Prime promptly after ShoLodge learns or receives
         notice thereof, and Prime shall have the right to terminate this
         Agreement as to such HPT Real Property or such Texas Real Property (and
         the Assets related thereto), as applicable, only by giving written
         notice to ShoLodge on or prior to the date ten (10) days after receipt
         of such written notice from ShoLodge, in which event (i) if applicable,
         the Purchase Price shall be reduced by the applicable amount as
         reflected on Exhibit O attached hereto and incorporated herein by this
         reference (such reduction to come first from the cash portion of the
         Purchase Price described in Section 6.1(a) and then from the ShoLodge
         debt securities described in Section 6.1(b)) and Exhibit N shall be
         appropriately modified, and (ii) if applicable, the "minimum annual
         rent" in Section 4.3 shall be reduced by the applicable amount as
         specified on Exhibit P attached hereto and incorporated herein by this
         reference. If Prime fails to terminate this Agreement as to any such
         HPT Real Property or any such Texas Real Property (and the Assets
         related thereto), as applicable, by giving timely written notice of
         termination as provided herein or if the taking or threatened taking of
         such HPT Real Property or Texas Real Property, as applicable, is such
         that Prime does not have an option to terminate this Agreement as to
         such HPT Real Property or such Texas Real Property (and the Assets
         related thereto), as applicable, Prime shall consummate the
         transactions contemplated hereunder (including, without limitation, as
         contemplated herein with respect to such HPT Real Property or such
         Texas Real Property (and the Assets related thereto), as applicable),
         in which event the applicable Prime Subsidiary or Prime, as applicable,
         except as otherwise provided in the HPT Lease, shall be entitled to all
         proceeds, awards and other payments arising out of such condemnation or
         sale (actual or threatened), but there shall be no reduction in the
         Purchase Price. ShoLodge shall not permit STI to terminate the HPT
         Lease due to any taking pursuant to the power of eminent domain without
         the prior written approval of Prime, such written approval of Prime not
         to be unreasonably withheld, delayed or conditioned. In the event of a
         taking with respect to any HPT Real Property, ShoLodge agrees that, at
         Prime's request, ShoLodge shall cause STI to terminate the HPT Lease
         with respect to such HPT Real Property pursuant to the provisions
         thereof.

                  In the event Prime timely elects to terminate this Agreement
         pursuant to the preceding paragraph with respect to any HPT Real
         Property or any Texas Real Property (and the Assets related thereto),
         as applicable, thereafter, ShoLodge and Prime shall be released and
         relieved of all further obligations, liabilities and claims hereunder
         with respect to such HPT Real Property or such Texas Real Property (and
         the Assets related thereto), as applicable, other than the performance
         by each party of its Post Termination Obligations with respect to such
         HPT Real Property or such Texas Real Property (and the Assets related
         thereto), as applicable. Such termination shall not affect the rights
         and obligations of the parties hereto with respect to the other Assets.

         81. The Agreement is hereby amended by changing the reference to
"Closing Date" in Section 15.11 thereof to "Effective Closing Date".

                                       29
<PAGE>   30
         82. The Agreement is hereby amended by deleting the words "or the
Development Site Purchase Price" from the second sentence of Section 15.18
thereof, by deleting the words "prior to the Closing Date" from the second
sentence in Section 15.18 thereof and inserting in lieu thereof the words "on or
prior to the Effective Closing Date" and by adding the word "Effective" before
the words "Closing Date" both places in the third sentence of Section 15.18
thereof.

         83. The Agreement is hereby amended by changing the reference to
"Closing Date" in Section 15.20 thereof to "Effective Closing Date".

         84. The Agreement is hereby amended by deleting the initial sentence of
Section 15.21 thereof in its entirety and inserting in lieu thereof the
following:

         The amount of the HPT Lease Security Deposit is Twenty-Five Million
         Five Hundred Seventy-Five Thousand Two Hundred and No/100 Dollars
         ($25,575,200.00).

         85. The Agreement is hereby amended by deleting Section 17.1 thereof in
its entirety and inserting in lieu thereof the following:

                  17.1 Closing. The Closing shall occur on such date as the
         parties hereto may agree upon in writing for the closing of the
         transactions contemplated hereby; provided, however, that such date
         shall not be later than July 21, 2000; provided, further, that if on
         such date the conditions precedent to Closing set forth in Sections
         10.6, 10.8, 11.6 and 11.9 have not been satisfied, ShoLodge, by written
         notice to Prime, may postpone the Closing while ShoLodge diligently and
         continuously attempts to satisfy such conditions precedent, such
         postponed Closing to occur no later than the earlier of (i) the date
         one hundred five (105) days after the last day of the Due Diligence
         Period, and (ii) the date fifteen (15) days after such conditions
         precedent are satisfied.

         86. The Agreement is hereby amended by deleting the language "the HPT
Estoppel Certificate," from Section 17.2(a) thereof and inserting in lieu
thereof the language "a copy as fully executed of the option agreements whereby
Landlord is granted options to exchange the Alpharetta Property for the Mt.
Laurel Property and the Albuquerque Property for the Fairfax County Property as
described in Section 10.6,".

         87. The Agreement is hereby amended by changing all references to
"Closing Date" in Section 17.3 thereof to "Effective Closing Date".

         88. The Agreement is hereby amended by deleting the language "prior to
the Closing Date" in the first sentence of Section 17.4 in its entirety and
inserting in lieu thereof the language "on or prior to the Effective Closing
Date" and changing the reference to "Closing Date" in the second sentence of
Section 17.4 thereof to "Effective Closing Date".

         89. The Agreement is hereby amended by deleting Section 17.5 thereof in
its entirety and inserting in lieu thereof the following:

                                       30
<PAGE>   31
                  17.5 Closing Costs and Expenses. Prime shall pay or cause to
         be paid the premium for any title policy insuring Prime or a Prime
         Subsidiary, as applicable, as to the Real Property. All costs of
         recording the transfer and assignment documents to Prime or a Prime
         Subsidiary, as applicable, contemplated herein, including, without
         limitation, any and all real estate transfer taxes, shall be paid in
         accordance with local custom; provided, however, all recording costs,
         including, without limitation, any and all real estate transfer taxes,
         incurred in connection with the closing of (1) the exchanges
         contemplated in the last sentence of Section 11.6, (2) the purchase by
         ShoLodge of any property put to ShoLodge pursuant to Section 9(c) of
         the HPT Lease Amendment, and (3) the purchase by Prime of any property
         put to Prime pursuant to Section 9(c) of the HPT Lease Amendment and
         the exchanges contemplated in Section 5.4, in each case shall be paid
         by ShoLodge. ShoLodge shall also pay (i) all expenses incurred by
         Landlord which Landlord requests to be reimbursed by Prime or by
         ShoLodge to Landlord in connection with the exchanges contemplated in
         the last sentence of Section 11.6, Section 5.3 or Section 5.4,
         including, without limitation, said expenses in connection with the
         amendment(s) to the HPT Lease and (ii) all reasonable out-of-pocket
         expenses, excluding attorneys fees and expenses, incurred by Prime or
         Prime HPT Subsidiary in connection with the exchange contemplated in
         the last sentence of Section 11.6 and the purchase and exchange
         contemplated in Section 5.3 or Section 5.4. Except as set forth in this
         paragraph or as otherwise expressly provided in this Agreement, each
         party shall be responsible for the payment of its own attorney's fees,
         copying expenses and other costs and expenses incurred in connection
         with the negotiation of this Agreement and the consummation of the
         transactions contemplated hereunder. The provisions of this Section
         17.5 shall survive the Closing and any termination of this Agreement.

         90. The Agreement is hereby amended by deleting the words "and the
adjacent bank property" from part (ii) of the initial sentence of Section 17.6
thereof.

         91. The Agreement is hereby amended by deleting Section 18.2 thereof in
its entirety and inserting in lieu thereof the following:

                  18.2 Radius Restriction. For a twenty (20) year period
         commencing on the Effective Closing Date, neither ShoLodge nor any
         ShoLodge Affiliate shall own, operate or franchise any all-suites hotel
         substantially similar in nature and kind to the AmeriSuites hotels to
         be operated by Prime or a Prime Subsidiary, as applicable, as
         contemplated in this Agreement anywhere within a certain designated
         area of each Hotel, such area being, as to the Existing HPT Hotels, the
         applicable "Restricted Trade Area" as set forth in Exhibit B to the HPT
         Lease, and such area being, as to the Texas Hotels, a three (3) mile
         radius of each such Texas Hotel. The foregoing, however, shall not
         apply to the Texas Hotels upon the expiration or earlier termination of
         the Texas Lease, other than a termination due to a default by
         Southeast, the hotels developed on the Development Sites or the hotels
         obtained by ShoLodge or any ShoLodge Affiliate pursuant to Section 5.2,
         Section 5.3 or Section 5.4 and the foregoing shall not limit ShoLodge
         or any

                                       31
<PAGE>   32
         ShoLodge Affiliate from (i) developing or constructing any all-suites
         hotel substantially similar in nature and kind to the AmeriSuites
         hotels contemplated herein within such restricted area as long as such
         hotel is both (A) operated by someone other than ShoLodge or a ShoLodge
         Affiliate, and (B) owned by someone other than ShoLodge or a ShoLodge
         Affiliate, or (ii) owning, operating or franchising (A) any "Shoney's"
         brand all-suites hotel within such restricted area, or (B) any other
         hotel within such restricted area as long as such other hotel is not an
         all-suites hotel substantially similar in nature and kind to the
         AmeriSuites hotels contemplated herein. The provisions of this Section
         18.2 shall survive the Closing. Prime shall have the right to any
         remedies available to it at law or in equity, including without
         limitation, injunction, in the event ShoLodge or any ShoLodge Affiliate
         violates the covenant set forth in this Section 18.2.

         92. The Agreement is hereby amended by adding a new Section 18.3, a new
Section 18.4 and a new Section 18.5 at the end of Article XVIII as follows:

                  18.3 HPT Lease Extension. In the event that the HPT Lease
         extends beyond June 30, 2013 or in the event Landlord or an Affiliate
         of HPT and the Prime HPT Subsidiary or an Affiliate of Prime enter into
         a lease with respect to all of the Existing HPT Hotels leased pursuant
         to the HPT Lease immediately preceding the execution of such lease
         (including any hotel exchanged for an Existing HPT Hotel as
         contemplated in the last sentence of Section 11.6) which extends beyond
         June 30, 2013, then on July 1, 2013, Prime shall pay to ShoLodge an
         amount equal to Four Million Eight Hundred Seventeen Thousand Eight
         Hundred Seventy and No/100 Dollars ($4,817,870.00); provided, however,
         in the event that either (i) any portion of the HPT Lease Security
         Deposit which relates to an Existing HPT Hotel (or a hotel exchanged
         for an Existing HPT Hotel as contemplated in the last sentence of
         Section 11.6) either (A) is returned to Prime or the Prime HPT
         Subsidiary prior to June 30, 2013 for any reason or (B) is applied
         against any obligation of the Prime HPT Subsidiary in accordance with
         the terms of the HPT Lease prior to June 30, 2013 due to a default by
         the Prime HPT Subsidiary under the HPT Lease, or (ii) any portion of
         the HPT Lease Security Deposit is paid to ShoLodge and Prime pursuant
         to the last sentence of the initial paragraph of Section 5.3 or the
         last sentence of the third paragraph of Section 5.4, and the rent
         payable under the Texas Lease is increased pursuant to Section 4.3 and
         there has been no default in the payment of such increased rent under
         the Texas Lease, then the amount payable by Prime to ShoLodge (as
         previously reduced, if applicable) shall be reduced by an amount equal
         to the assumed earnings on the portion of the HPT Lease Security
         Deposit returned, applied or paid, as applicable, at nine percent (9%)
         interest compounded monthly between the later of (x) July 1, 2011, or
         (y) the date of such return, application or payment, as applicable, and
         June 30, 2013. The calculation of the amount payable to ShoLodge as set
         forth in the preceding sentence is described in Exhibit T attached
         hereto and incorporated herein by this reference. In the event of any
         conflict between the calculation of the amount payable to ShoLodge as
         set forth in (x) this Section 18.3 and (y) Exhibit T, the terms of
         Exhibit T shall govern. The provisions of this Section 18.3 shall
         survive the Closing. ShoLodge

                                       32
<PAGE>   33
         shall have any and all remedies available to it at law or in equity in
         the event Prime violates the provisions of this Section 18.3.

                  18.4 Option Agreements. From and after the Closing Date,
         ShoLodge shall not enter into an amendment to the option agreements
         whereby Landlord is given options to exchange the Alpharetta Property
         for the Mt. Laurel Property and the Albuquerque Property for the
         Fairfax County Property as described in Section 10.6 unless such
         amendment shall have been approved by Prime in writing prior to
         execution by ShoLodge, such approval not to be unreasonably withheld,
         delayed or conditioned. The provisions of this Section 18.4 shall
         survive the Closing.

                  18.5 Development Sites. From and after the Closing Date, and
         until the release of the transfer documents with respect to a
         particular Development Site from the escrow described in Section 5.6,
         ShoLodge agrees with respect to each such Development Site, as
         appropriate, that (x) it will not sell any interest in the applicable
         Development Site Subsidiary, (y) it will not allow an applicable
         Development Site Subsidiary to sell its respective Development Site,
         and (z) it will prevent each applicable Development Site Subsidiary
         from encumbering its respective Development Site.

         93. The Agreement is hereby amended by deleting the words "or the
Development Site Purchase Price" from subparagraph (c) of Section 19.2 thereof
and by deleting the language "on and after the Closing Date" and "on or after
the Closing Date" in subparagraph (c) of Section 19.2 thereof and inserting in
lieu thereof the language "after the Effective Closing Date".

         94. The Agreement is hereby amended by deleting the words "or the
Development Site Purchase Price" from subparagraph (c) of Section 19.3 thereof
and by deleting the language "prior to the Closing Date" in subparagraph (c) of
Section 19.3 thereof and inserting in lieu thereof the language "prior to the
Effective Closing Date".

         95. The Agreement is hereby amended by deleting the last paragraph of
Section 19.3 thereof in its entirety and inserting in lieu thereof the
following.

                  Notwithstanding the foregoing, ShoLodge shall have no
         obligation to indemnify Prime or the Prime Subsidiaries with respect to
         any representation or warranty concerning the condition of the STI
         Assets or the Texas Property or any portion thereof to the extent such
         condition can be corrected in the ordinary course (by maintenance,
         repair or replacement) pursuant to the terms of the HPT Lease or the
         Texas Lease with funds then in the "FF&E Reserve" created pursuant to
         the HPT Lease or the Texas Lease, as applicable.

         96. The Agreement is hereby amended by adding at the end of Exhibit A
thereto the pages A-30, A-31, A-32 and A-33 attached hereto and incorporated
herein by this reference.

                                       33
<PAGE>   34
         97. The Agreement is hereby amended by deleting Exhibit B thereto in
its entirety and inserting in lieu thereof the following:

                                    EXHIBIT B

                             [Intentionally Deleted]

         98. The Agreement is hereby amended by deleting Exhibit E thereto in
its entirety and inserting in lieu thereof the Exhibit E attached hereto and
incorporated herein by this reference.

         99. The Agreement is hereby amended by deleting Exhibit F thereto in
its entirety and inserting in lieu thereof the Exhibit F attached hereto and
incorporated herein by this reference.

         100. The Agreement is hereby amended by deleting Exhibit G thereto in
its entirety and inserting in lieu thereof the Exhibit G attached hereto and
incorporated herein by this reference.

         101. The Agreement is hereby amended by deleting Exhibit H thereto in
its entirety and inserting in lieu thereof the Exhibit H attached hereto and
incorporated herein by this reference.

         102. The Agreement is hereby amended by deleting Exhibit I thereto in
its entirety and inserting in lieu thereof the Exhibit I attached hereto and
incorporated herein by this reference.

         103. The Agreement is hereby amended by deleting Exhibit J thereto in
its entirety and inserting in lieu thereof the Exhibit J attached hereto and
incorporated herein by this reference.

         104. The Agreement is hereby amended by deleting Exhibit N thereto in
its entirety and inserting in lieu thereof the Exhibit N attached hereto and
incorporated herein by this reference.

         105. The Agreement is hereby amended by deleting Exhibit P thereto in
its entirety and inserting in lieu thereof the Exhibit P attached hereto and
incorporated herein by this reference.

         106. The Agreement is hereby amended by adding at the end thereof the
Exhibit R, the Exhibit S and the Exhibit T attached hereto and incorporated
herein by this reference.

         107. All provisions of the Agreement not in conflict with this First
Amendment shall remain in full force and effect.

         108. Unless otherwise provided to the contrary herein, all capitalized
undefined terms used in this First Amendment shall have the meanings assigned to
them in the Agreement.

                                       34
<PAGE>   35
         109. This First Amendment may be executed in multiple counterparts and
by different parties on separate counterparts, each of which shall be deemed an
original for all purposes, and all of which, when taken together, shall
constitute but one and the same First Amendment.

                         (signatures on following page)


                                       35
<PAGE>   36
                  IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed, all as of the date first above written.

<TABLE>
<S>                                         <C>
                                            SHOLODGE, INC.

                                            By:
                                               _________________________________
Date:  July __, 2000                        Title:
                                                  ______________________________

                                            PRIME HOSPITALITY CORP.

                                            By:
                                               _________________________________
Date:  July __, 2000                        Title:
                                                  ______________________________
</TABLE>
<PAGE>   37
                                    EXHIBIT A

                    (attach pages A-30, A-31, A-32 and A-33)


<PAGE>   38
                                   EXHIBIT E
                                   ---------

                  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT ("Assignment") is
made and delivered on this _____ day of __________, 2000, by SUITE TENANT, INC.,
a Tennessee corporation ("Assignor"), to GLEN ROCK HOLDING CORP., a Delaware
corporation ("Assignee").

                              W I T N E S S E T H :

         WHEREAS, by Lease Agreement dated as of November 19, 1997 (the "Lease
Agreement"), HPT Suite Properties Trust, a Maryland real estate investment trust
("Lessor"), as landlord, leased to Assignor, as tenant, certain parcels of land
and improvements thereon as more particularly described in the Lease Agreement;
and

         WHEREAS, the Lease Agreement was supplemented by those certain letters
dated November 19, 1997 (the "1997 Letters") among Hospitality Properties Trust,
Lessor, ShoLodge, Inc. and Assignor concerning a Declaration of Restrictions
recorded in the Allen County, Indiana Recorder's Office as Document Number
95-028307 and environmental matters related to certain property in San Antonio,
Texas, respectively; and

         WHEREAS, the Lease Agreement was amended by that certain First
Amendment to Lease Agreement (the "First Amendment") dated as of March 5, 1999,
between Lessor and Assignor; and

         WHEREAS, the Lease Agreement was further amended by that certain Second
Amendment to Lease Agreement and First Amendment to Incidental Documents (the
"Second Amendment") dated as of June 29, 1999, among Hospitality Properties
Trust, Lessor, ShoLodge, Inc. and Assignor; and

         WHEREAS, the Lease Agreement was further supplemented by that certain
letter dated June 29, 1999 (the "1999 Letter") from Assignor to Lessor
concerning revenues from the sale of liquor; and

         WHEREAS, the Lease Agreement was further amended by that certain Third
Amendment to Lease Agreement (the "Third Amendment") dated as of March 3, 2000,
between Lessor and Assignor; and

         WHEREAS, the Lease Agreement was further amended by that certain Fourth
Amendment to Lease Agreement and Amendment to Incidental Documents (the "Fourth
Amendment") dated as of May 11, 2000, among Hospitality Properties Trust,
Lessor, ShoLodge, Inc. and Assignor (the Lease Agreement as amended or
supplemented by the 1997 Letters, the First Amendment, the Second Amendment, the
1999 Letter, the Third Amendment and the Fourth Amendment is collectively
referred to herein as the "Lease"); and

         WHEREAS, Assignor now desires to assign its interest under the Lease to
Assignee, and Assignee desires to assume all of Assignor's obligations under the
Lease which


<PAGE>   39

first accrue from and after the date of this Assignment, on the terms and
conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Assignor hereby grants,
assigns, transfers and sets over to Assignee all of Assignor's right, title and
interest in, to and under the Lease (including, without limitation, the
"Retained Funds" and the "FF&E Reserve" (both as described in the Lease)) and
the leasehold estate of Assignor as created by the Lease, together with any and
all easement rights of any kind appurtenant to and benefitting the premises
demised under the Lease and with all right, title and interest of Assignor in
and to any and all buildings, structures and improvements now or hereafter
erected on, over, upon or under the premises demised under the Lease and
together with all right, title and interest of Assignor in and to the "Fixtures"
and the "Leased Personal Property" (both as described in the Lease).

         TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
from the date hereof and for the rest of the term mentioned in the Lease,
subject to the terms, covenants, provisions and conditions of the Lease, and
subject to all existing title encumbrances of record.

         Assignee hereby assumes and agrees to perform all obligations,
covenants and agreements of Assignor under the Lease arising after the Effective
Closing Date (as defined in the Purchase Agreement described below) and to be
bound by all the respective terms and provisions thereof after the Effective
Closing Date.

         Assignor hereby agrees to indemnify and hold Assignee harmless from and
against any and all liability, loss, costs, damages and expenses, including
reasonable attorneys' fees, incurred by Assignee as a result of Assignor's
failure to perform its obligations under the Lease which arose on or before the
Effective Closing Date, including specifically, without limitation, Assignor's
failure to comply with Section 4.3.1 of the Lease, even if such failure to
comply is discovered after the Effective Closing Date, including, without
limitation, with respect to the premises demised under the Lease located in
Smyrna, Georgia, San Antonio (Riverwalk), Texas and Austin, Texas.

         Assignee hereby agrees to indemnify and hold Assignor harmless from and
against any and all liability, loss, costs, damages and expenses, including
reasonable attorneys' fees, incurred by Assignor as a result of Assignee's
failure to perform its obligations under the Lease which arise after the
Effective Closing Date.

         This Assignment is made pursuant to and subject to the terms and
provisions of that certain Sale and Purchase Agreement dated March 16, 2000, as
amended by that certain First Amendment to Sale and Purchase Agreement dated as
of ____________, 2000, both between ShoLodge, Inc. and Prime Hospitality Corp.
(collectively, the "Purchase Agreement"); provided, that the indemnities
provided in this Assignment shall not be subject to any limitations set forth in
the Purchase Agreement.


<PAGE>   40

         Assignor agrees to perform, execute and/or deliver or cause to be
performed, executed and/or delivered any and all such further acts and
assurances as Assignee may reasonably require to perfect Assignee's interest in
the Lease and the leasehold estate assigned by this Assignment.

         Simultaneously with the execution and delivery of this Assignment,
Assignor has executed and delivered to Assignee various other instruments of
transfer and conveyance. Nothing herein contained shall be deemed to limit or
restrict the properties, assets and rights conveyed, assigned or transferred to
or acquired by Assignee by such other instruments.

         This Assignment may be executed simultaneously in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Assignment on the
date set forth above.

                                  ASSIGNOR:

                                  SUITE TENANT, INC., a Tennessee corporation

                                  By:
                                      -----------------------------------------
                                  Title:
                                        ---------------------------------------

                                  ASSIGNEE:

                                  GLEN ROCK HOLDING CORP.,
                                  a Delaware corporation

                                  By:
                                      -----------------------------------------
                                  Title:
                                         --------------------------------------


<PAGE>   41




                                    EXHIBIT F

                                  BILL OF SALE

         [Suite Tenant, Inc.] [Southeast Texas Inns, Inc.] (herein "Seller"), a
Tennessee corporation having an office at 130 Maple Drive North, Hendersonville,
Tennessee 37075, in consideration of Ten and No/100 Dollars ($10.00), receipt of
which is hereby acknowledged, does hereby sell, assign, transfer and set over to
[Glen Rock Holding Corp.] [May-Ridge, L.P.] (herein "Buyer"), a [Delaware
corporation] [Delaware limited partnership] having an office at 700 Route 46
East, Fairfield, New Jersey 07004, all of Seller's right, title and interest in
and to the [STI] [Texas] Inventory and the [STI] [Texas] Advance Payments (as
those terms are defined in the Purchase Agreement described below).

         This Bill of Sale is made pursuant to and subject to the terms and
provisions of that certain Sale and Purchase Agreement dated March 16, 2000, as
amended by that certain First Amendment to Sale and Purchase Agreement dated as
of _____________, 2000, both between ShoLodge, Inc. and Prime Hospitality Corp.
(collectively, the "Purchase Agreement").

         Seller agrees to perform, execute and/or deliver or cause to be
performed, executed and/or delivered any and all such further acts and
assurances as Buyer may reasonably require to more fully vest in Buyer title to
any and all of the properties transferred by this Bill of Sale.

         Simultaneously with the execution and delivery of this Bill of Sale,
Seller has executed and delivered to Buyer various other instruments of transfer
and conveyance. Nothing herein contained shall be deemed to limit or restrict
the properties, assets and rights conveyed, assigned or transferred to or
acquired by Buyer by such other instruments.

         IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed
by an officer duly authorized the ____ day of __________, 2000.

                            [Suite Tenant, Inc.] [Southeast Texas Inns, Inc.], a
                            Tennessee corporation

                            By:_________________________________________________

                            Title:______________________________________________

STATE OF ____________      )
COUNTY OF ___________      )

         The foregoing instrument was acknowledged before me this _____ day of
__________, 2000, by ____________________, the __________ of [Suite Tenant,
Inc.] [Southeast Texas Inns, Inc.], a Tennessee corporation, on behalf of the
corporation.


                              Notary Public
                              My commission expires:
                                                     ___________________________

<PAGE>   42


                                    EXHIBIT G

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS

         FOR VALUE RECEIVED, [Suite Tenant, Inc.] [Southeast Texas Inns, Inc.],
a Tennessee corporation ("Assignor"), hereby conveys, assigns, transfers and
sets over unto [Glen Rock Holding Corp.] [May-Ridge, L.P.], a [Delaware
corporation] [Delaware limited partnership] ("Assignee"), to the extent
assignable, all the right, title and interest of Assignor, if any, in and to the
[STI] [Texas] Operating Agreements (as that term is defined in the Purchase
Agreement described below).

         Assignee hereby accepts the foregoing conveyance, assignment and
transfer and hereby assumes all obligations of Assignor under the [STI] [Texas]
Operating Agreements accruing after the Effective Closing Date (as defined in
the Purchase Agreement described herein).

         Assignor hereby agrees to indemnify and hold Assignee harmless from and
against any and all liability, loss, costs, damages and expenses, including
reasonable attorneys' fees, incurred by Assignee as a result of Assignor's
failure to perform its obligations under the [STI] [Texas] Operating Agreements
which arose on or before the Effective Closing Date.

         Assignee hereby agrees to indemnify and hold Assignor harmless from and
against any and all liability, loss, costs, damages and expenses, including
reasonable attorneys' fees, incurred by Assignor as a result of Assignee's
failure to perform its obligations under the [STI] [Texas] Operating Agreements
which arise after the Effective Closing Date.

         This Assignment is made pursuant to and subject to the terms and
provisions of that certain Sale and Purchase Agreement dated March 16, 2000, as
amended by that certain First Amendment to Sale and Purchase Agreement dated as
of July 9, 2000, both between ShoLodge, Inc. and Prime Hospitality Corp.
(collectively, the "Purchase Agreement"); provided, that the indemnities
provided in this Assignment shall not be subject to any limitations set forth in
the Purchase Agreement.

         Assignor agrees to perform, execute and/or deliver or cause to be
performed, executed and/or delivered any and all such further acts and
assurances as Assignee may reasonably require to perfect Assignee's interest in
the properties assigned by this Assignment and Assumption of Contracts.

         Simultaneously with the execution and delivery of this Assignment and
Assumption of Contracts, Assignor has executed and delivered to Assignee various
other instruments of transfer and conveyance. Nothing herein contained shall be
deemed to limit or restrict the properties, assets and rights conveyed, assigned
or transferred to or acquired by Assignee by such other instruments.

         This Assignment and Assumption of Contracts may be executed
simultaneously in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.



<PAGE>   43



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption of Contracts the _____ day of _____________, 2000.

                            ASSIGNOR:

                            [Suite Tenant, Inc.] [Southeast Texas Inns, Inc.], a
                            Tennessee corporation

                            By:
                              --------------------------------------------------
                            Title:
                                 -----------------------------------------------

                            ASSIGNEE:
                            [Glen Rock Holding Corp.] [May-Ridge, L.P.], a
                            [Delaware corporation] [Delaware limited
                            partnership]

                            By:
                              --------------------------------------------------
                            Title:
                                 -----------------------------------------------


<PAGE>   44



                                    EXHIBIT H

                               HPT LEASE AMENDMENT

                                (to be attached)



<PAGE>   45



                                    EXHIBIT I

                                ESCROW AGREEMENT

                                (to be attached)



<PAGE>   46



                                    EXHIBIT J

                            FORM OF OPTION AGREEMENT

                                (to be attached)



<PAGE>   47




                                    EXHIBIT N

                            PURCHASE PRICE ALLOCATION

              Present Value of HPT Lease Guaranty
              Deposit                                     $11,000,000

              less reserve for operating deficits          $9,382,375
                                                          -----------

              Purchase Price                               $1,617,625





<PAGE>   48



                                    EXHIBIT P

                               MINIMUM ANNUAL RENT

                               Before July 1, 2011



                   Texas Property                                Amount


                   Grand Prairie, TX                           $1,087,572


                   Houston (Hobby Airport), TX                   982,812


                   San Antonio (Crossroads), TX                  841,860
                                                                 -------


                   Total                                      $2,912,244
                               After June 30, 2011



                   Texas Property                                Amount


                   Grand Prairie, TX                           $1,168,068


                   Houston (Hobby Airport), TX                  1,055,556


                   San Antonio (Crossroads), TX                   904,176
                                                                  -------


                   Total                                       $3,127,800



<PAGE>   49


773436.13


                                    EXHIBIT R

                             PRIME DEVELOPMENT SITE

                          (attach legal description of
                            Utica, Michigan property)



<PAGE>   50


773436.13


                                    EXHIBIT S

                               UNCURED OBJECTIONS

                     See Exhibits to the Indemnity Agreement



<PAGE>   51


773436.13




                                    EXHIBIT T

                             TEXAS RENT CALCULATION