4 .



I -I



FIRST AMENDXENT TO CONTRIBUTION AGREEXENT



THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT 
(this "First Amendment") is made as of April , 1998, among 
South Seas Properties Company Limited Partnership, an Ohio 
limited partnership (IISSPCII), South Seas Resorts Company 
Limited Partnership, a Florida limited partnership 
(IISSRCII), South Seas Resort Limited Partnership, an Ohio 
limited partnership (IISSRLP'l) , Marco SSP, Ltd.. a Florida 
limited partnership ("Marco") , and South Seas' & Captiva 
Properties, L.P., a Florida limited partnership (IISS&CPII; 
SSPC, SSRC, SSRLP, Marco and SS&CP are referred to herein 
individually as a "Seller", and collectively as "Sellers"), -
CapStar Hotel Company, a Delaware corporation ("CapStar"), 
and CapStar Management Company, L.P., a Delaware limited 
partnership ("CapStar Management"; CapStar and CapStar 
Management are referred to herein individually as a 
"Purchaser",, and collectively as the "Purchasers").  
Capitalized terms used but not defined herein shall have the 
meanings ascribed to those terms in the Contribution 
Agreement (as defined herein).



RECITALS:

A.	Sellers and Purchasers entered into a 
Contribution Agreement dated as of April 8, 1998 (the 
"Contribution Agreement") , whereby each Seller has agreed to 
contribute to CapStar Management all of the right, title and 
interest in and to the assets,, properties and rights 
(contractual or otherwise) and business of such Seller with 
respect to the Business, pursuant to the terms of the 
Contribution Agreement.



-o amend the 
Contribution

B.  Purchasers  desire  4L.
Agreement for the purpose'of allowing Purchasers the right to
extend the Closing to a date no later than September 30, 
1998.



C.	Sellers are willing to amend the Contribution 
Agreement f or the purpose of allowing Purchasers the right 
to extend the Closing to a date no later than September 30, 
1998, only upon the terms and conditions set forth in this 
First Amendment.



NOW, THEREFORE, based upon the foregoing premises 
and for other good and valuable consideration, the receipt 
and sufficiency of which is acknowledged by Sellers and 
Purchasersr the parties hereby agree as follows:



1.   Section 9.1 of the Contribution Agreement is deleted
in its entirety and the following is substituted in lieu 
thereof:



"Section 9.1 Closinci.  Unless otherwise mutually agreed to 
by SSPC and CapStar and subject to Section 8.4, the Closing 
shall occur on July 15, 1998 (provided that all conditions 
precedent to the parties

obligations hereunder have been satisf ied or waived (other 
than conditions with respect to actions the respective 
parties will take at the Closing) and if not so satisfied or 
waived, the Closing shall be automatically extended from time 
to time until the first subsequent business day on which all 
such conditions are so satisfied or waived, subject, however, 
to Section 11.9 hereof) (the "Closing Date"); provided, 
however, that CapStar shall have the right to extend the 
Closing Date until a date no later than September 30, 1998, 
by providing written notice thereof to SSPC no later than May 
1, 1998 (the "Extension Notice") . If CapStar delivers the 
Extension Notice, CapStar shall thereafter provide SSPC with 
at least twenty (20) business days prior written notice of 
the date upon which CapStar desires the Closing to occur.  As 
more particularly described below, at the Closing the parties 
will meet: (i) to execute all of the documents required to be 
delivered in connection with the transaction contemplated 
hereby (the "Closing Documents") ; (ii) issue the Partnership 
Units; and (iii) take all other action required by this 
Agreement to be taken in order to consummate the transaction 
contemplated hereby (the "Closing").  The Closing shall take 
place at the Corporate Offices, or at any other place to 
which SSPC and CapStar may mutually agree prior to the 
Closing Date.  The point in time
at which	the Closing shall have been
consummated	is referred to herein as the "Time
of Closing.""



2 . Upon delivery by CapStar of an Extension 
Notice, then effective May 1, 1998, Section 3.2(a) of the 
Contribution Agreement shall be and hereby is amended by 
deleting the dollar figure 11 27.1711 in each place in which 
it appears in Section 3.2(a) and substituting the dollar 
figure 11$28.8711 in lieu thereof.



3 . Upon delivery by CapStar of an Extension 
Notice, then effective May 1, 1998, the following new Section 
3.7 shall be and hereby is added to the Contribution 
Agreement to follow immediately after Section 3.6:



"Section 3.7. Partial Release of Earnest Money Deposit. If 
CapStar delivers an Extension Notice, then at SSPC's option 
(to be exercised by written notice to CapStar at any time on 
or after July 1, 1998), there shall be released

from escrow and delivered to SSPC the sum of Eight Million 
Dollars ($8,000,000) (the "Partial Release") so long as the f 
ollowing two conditions are satisfied as of the date of the 
Partial Release: (i) SSPC posts security with CapStar for the 
Partial Release,, which security shall be adequate in 
CapStar's reasonable determination to ensure repayment of the 
Partial Release if the transaction contemplated hereby is not 
consummated; and (ii) at the time of the Partial Release all 
of SSPC's representations and warranties shall be true and 
correct in all material respects (without taking into account 
any qualification as to Knowledge).  The Partial Release 
shall for all purposes hereof constitute Earnest Money 
Deposit and shall be returned to CapStar under the 
circumstances set forth in Se&tion 3.4 hereof."



4 . Upon delivery by CapStar of an Extension 
Notice, then from and after May 1, 1998, the condition 
precedent set forth in Section 7.2(f) of the Contribution 
Agreement shall be deemed to have been waived by Purchasers 
and shall no longer be a condition precedent to Purchasers' 
obligation under the Contribution Agreement.



5 . Upon delivery by CapStar of an Extension 
Notice., then Section 8.4(d) of the.  Contribution Agreement 
shall be and hereby is amended by deleting "July 1, 199811 in 
the ninth line of Section 8.4(d) and inserting "August 1, 
199811 in lieu thereof.



6.	Upon delivery by CapStar of an Extension 
Notice, then Section 8.4(e) of the Contribution Agreement 
shall be and hereby is amended by (i) deleting "August 14, 
199811 in the fourth line of Section 8.4(e) and inserting 
"September 1, 199811 in lieu thereof, (ii) by deleting in its 
entirety the penultimate sentence of Section 8.4(e), and 
(iii) by deleting the third full sentence of Section 8.4(e) 
in its entirety and inserting the following in lieu thereof:



"Subject to the terms and conditions of the Tender Offer and 
the Consent Solicitation, all Notes previously tendered and 
not accepted for payment may be accepted for payment by SSPC 
(or its designee), in its sole and absolute discretion, at 
any time during the First Extension Period (a "Bond 
Purchase")."



7.	Upon delivery by CapStar of an Extension 
Notice, then notwithstanding anything to the contrary 
contained in section 8.4 of the Contribution Agreement to the 
contrary, SSPC may, in its

sole and absolute discretion, delay the commencement of the 
Tender
offer and Consent Solicitation until June 15, 1998.



8 . Upon delivery by CapStar of an Extension 
Notice,, then Section 8.4(f) of the Contribution Agreement 
shall be and hereby is amended by deleting "September 28, 
199811 in the fourth line of Section 8.4(f) and inserting 
"October 1, 199811 in lieu thereof and by deleting "August 
14, 199811 in the tenth line of Section 8.4(f) and inserting 
"September 1, 199811 in lieu thereof.



9 . Upon delivery by CapStar of an Extension 
Noticer Section 12.4 of the Contribution Agreement shall be 
and hereby is amended as follows: (i) by deleting "and" from 
subsection (b), (ii) by deleting the period in the last 
sentence in subsection (c) and substituting I;" in lieu 
thereof, and (iii) by adding the following subsections (d) 
and (e):



11 (d) the amount determined by multiplying (X) the number of 
days from (and including) July 15, 1998, to (but not 
including) the closing Date (as so extended pursuant to the 
Extension Notice) by (Y) Forty-One Thousand Seven Hundred 
Seventy Dollars ($41,770) (tlae "Per Diem Amount") ; 
provided, however, that the Per Diem Amount shall be not be 
payable for the number of days in the period commencing on 
the Closing Date and ending on the date the Minimum Consent 
Requirement is satisfied; and



(e)	the "Additional Interest"; provided, however, that in 
no event shall the increase to the Contribution Consideration 
based upon the Additional Interest exceed Four Hundred 
Thousand Dollars ($400,000).  For purposes of this clause 
(e), "Additional Interest" means the difference between the 
Premium with respect to the Tendered Notes calculated as of 
the date the Minimum Consent Requirement is satisfied and the 
Premium with respect to the Tendered No%'-es calculated as of 
the Closing Date.  In each case, the Premium shall be based 
upon a spread to call on the date the Minimum Consent 
Requirement is satisfied of fifty (50) basis points over the 
yield to maturity of the 5.50% coupon U.S. Treasury notes due 
April 15, 2000, and shall include the Redemption Price (as 
defined in the Indenture) of Notes."



10.	CapStar acknowledges that SSPC I s current 
property insurance coverage (IISSPC's Property Insurance 
Coverage") expires on or about June 25, 1998.  Accordingly, 
on or before May 1, 1998,

CapStar shall submit for SSPC's review a property insurance 
program covering all of SSPC's and its affiliates' 
properties, with such coverage commencing on June 25, 1998, 
and ending on the f irst anniversary thereof (the "Proposed 
Property Insurance Coverage").  SSPC shall have a period of f 
if teen (15) days to review the Proposed Property Insurance 
Coverage and determine, exercising reasonable business 
judgment, whether to continue with SSPC's Property Insurance 
Coverage or whether to accept the Proposed Property Insurance 
Coverage.  In either event, CapStar shall at ' the Ti-me of 
Closing assume SSPC's obligations thereunder to the extent 
such obligations arise or accrue on or after the Closing Date 
(whether for payment of premiums or early termination fees).



11.	All other terms and conditions of the 
Contribution Agreement shall remain in full force and effect 
and unmodified hereby.



12.	This Amendment may be executed in any number 
of counterparts, each of which shall be an original, and all 
of which taken together shall constitute one instrument.



13.	This Ainendment shall be governed by and 
construed and interpreted in accordance with the laws of the 
State of Florida.



5

IN WITNESS WHEREOF, Sellers and Purchasers have 
caused this Amendment to be executed in their names by their 
respective duly authorized representatives.



Sellers:

SOUTH SEAS PROPERTIES COMPANY LIMITED
PARTNERSHIP, an Ohio limited partnership



By: T&T Resorts, L.C., a Florida limited



By:



1 ia--b @



i.tv company, general partner



Robert M.
Manager



SOUTH   SEAS
PARTNERSHIP,
partnership



By: S. S.
Flori
gen--



By:



Robert
Manager



ylor,   Cha



RESORTS   COMPANY



a



Florida



sort Management,
rlimited liability
artner



M.





LIMITED
limited



L. C. . a
company,



or,   Chairm



and



SOUTH SEAS RESORT LIMITED PARTNERSHIP, an
Ohio limited partnership



By: SAN-CAP
limited



By:



L.C., a Florida
t

tAv company



Robert M. Tay
Manager



or, Chairman and

apm3613:23630:97003:mpm-16.amd
mpm 4/9/98



MARCO SSP,
partnership



By: Marco
corpo



LTD., a Florida limited



SSP,     Inc. ,    a
 . on



Florida



By:
Its:       @, ;,VA @ @
SOUTH SEAS & CAPTIVA PROP
By:	Resorts Re cor


By:

Its:      -          /



CAPSTAR HOTEL COMPANY



B        /)I, @,, @

@ (to



Naine: @ gz,, t	@, kA . @

I c,,_t 'cA , VI
C\    , T i9

Title:



CAPSTAR MANAGEMENT COMPANY, L.P.

By:	CapStar Hotel Company, a Delaware
corporation,       ra
B            C--, -4 I @@
		@o/@L@o
	Name:	-	- - t

	Title:.	EL@@ '	\[ -,, t @,- c_ @. l@ v-4