PERCENTAGE LEASE AGREEMENT
DATED AS OF FEBRUARY 19, 1998
AMONG
BOYKIN HOTEL PROPERTIES, L.P.
AS LESSOR
SOUTH SEAS ESTERO ISLAND, LTD.
AS LESSEE
AND SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSIEP
AS GUARANTOR
TABLE OF CONTENTS



Page
PERCENTAGE LEASE AGREEMENT
	ARTICLE I		1
	1.1	Leased Property	1
	1.2	Term	2
	1.3	Development Projects	3
	1.4	Condominium Lease Agreements	3



ARTICLE 
11........................................................
 ................   4



ARTICLE III 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 
3.12 3.13



 .............................................................
 .........	13
	Rent	13
	Payment of Percentage Rent	16
	Confirmation of Percentage Rent	17
	Additional Charges	17
	Security Deposit	18
	Conversion of Property	18
	Annual Revenue Projections	18
	Annual Capital Expenditures Budget	18
	Capital Expenditure Reserve	19
	Application of Capital Expenditure Reserve	19
	Unbudgeted Capital Expenditures	19
	Agent Method for Purchases of Capital Expenditures	20
	Lessor's Obligation to Make Capital Expenditures	20



	ARTICLE IV		21
	4.1	Payment of Taxes and Impositions	21
	4.2	Utility Charges	21
	4.3	Insurance Premiums	21



ARTICLE 
V.........................................................
 ..............      2 1
No Termination, Abatement, 
Etc.................................................  2 1



	ARTICLE VI		22
	6.1	Ownership of the Leased Property	22
	6.2	Lessee's Personal Property	23
	6.3	Lessor's Lien	23
	6.4	Initial FF&E	23

	ARTICLE VII		23
	7.1	Condition of the Leased Property	23
	7.2	Use of the Leased Property	24
	7.3	Lessor to Grant Easements, Etc	25

Paiz
e
ARTICLE VIII             25
8.1 Compliance witli Legal, Insurance Requirements, 
Lessor's Insurance and Tax
		Obligations	25
	8.2	Legal Requirements Covenants	26
	8.3	Environmental Covenants	26
	8.4	Asset Management Covenants	28
	8.5	Net Worth Representations/Covenants	28
	8.6	Room Rate Covenant	29



	ARTICLE IX		29
	9.1	Maintenance and Repair	29
	9.2	Encroachments, Restrictions, Etc	30



	ARTICLE X		31
	10.1	Alterations	31
	10.2	Salvage	31
	10.3	Joint Use Agreements	31



ARTICLE)U.................................................
 .....................    31
Liens.....................................................
 .................  31



ARTICLE 
XII.......................................................
 ..............     32
Permitted 
Contests..................................................
 .........  32



	ARTICLE XIII		32
	13.1	General Insurance Requirements	32
	13.2	Increase in Limits	33
	13.3	Blanket Policy	34
	13.4	No Separate Insurance	34
	13.5	Reports of Insurance Claims	34
	13.6	Waiver of Subrogation	34
	13.6	Form Satisfactory, Etc	34
	13.7	Failure to Obtain Insurance	35
	13.8	Failure to Obtain Insurance	35
	13.9	Self-Insured Deductible	35



	ARTICLE XIV		35
	14.1	Insurance Proceeds	35
	14.2	Reconstruction in the Event of Damage or

 Destruction Covered by Insurance	36

14.3	Reconstruction in the Event of Dwnage or 
Destruction Not Covered by
		Insurance	37
	14.4	Lessee's Personal Property	37
	14.5	Abatement of Rent	37
	14.6	Damage Near End of Term	37
	14.7	Waiver	37



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			Pa2e

	ARTICLE XV		37
	15.1	Parties' Rights and Obligations	37
	15.2	Total Taking	37
	15.3	Allocation of Award	38
	15.4	Partial Taking	38
	15.5	Temporary Taking	38



	ARTICLE XVI		38
	16.1	Events of Default	38
	16.2	Remedies	41
	16.3	Waiver	43
	16.4	Application of Funds	43
	16.5	Surrender	43
	16.6	Waiver	43
	16.7	Notice to Guarantor Lender	44



ARTICLE XVII
	44

AR'NCLE XVIII	44

ARTICLE XIX	45
	19.1	REIT Compliance		45
	19.2	Sublease Lessee Limitation		45
	19.3	Lessee Ownership Limitation		45

	19.4	Lessee Officer and Employee Limitation	45
	19.5	Payments to Affiliates of Lessee	46
	19.6	Third-Party Management Activities	46



ARTICLE 
XX........................................................
 .............     46
Holding 
Over......................................................
 .........  46



ARTICLE 
XXI.......................................................
 ..............    46
Risk of 
Loss......................................................
 ..........  46



ARTICLE 
XYdl......................................................
 ..............    46
Indemnification...........................................
 ...................  46



	ARTICLE XXIII		47
	23.1	Subletting and Assignment	47
	23.2	Attomment	47
	23.3	Management Agreement	48

23.4	Change of Control of Guarantor or Lessee; Sale of 
Substantially All of
the Assets of Guarantor or Lessee         48



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ARTICLE XXIV                     49
24.1	Officers' Certificates; Filiancial Statements; 
Lessor's Estoppel Certifi . cates and
Covenants                   49
24.2    Lessee's Financial Covenants              49



ARTICLE 
XXV.......................................................
 .............        50
Books and Records; Lessor's Riglit to 
Inspect......................................  50



ARTICLE 
XXVI......................................................
 .............    50
No 
Waiver....................................................
 ..............  50



ARTICLE 
XXVII.....................................................
 .............     50
Remedies 
Cumulative................................................
 .........  50



ARTICLE 
XXVIII....................................................
 ..............      5 1
Acceptance of 
Surrender.................................................
 ......  5 1



ARTICLE 
XXIX......................................................
 .............       5 1
No Merger of 
Title.....................................................
 ......  5 1



ARTICLE 
XXX.......................................................
 .............      5 1
Conveyance by 
Lessor....................................................
 ....  5 1



ARTICLE 
XXXI......................................................
 .............      5 1
Quiet 
Enjoyment.................................................
 ............  5 I



ARTICLE 
XXXII.....................................................
 .............      5 1
Notices...................................................
 .................   5 1



ARTICLE XXXIII                52
	33.1	Lessor May Grant Liens , Subordination	52
	33.2	Lessee's Right to Cure	53
	33.3	Breach by Lessor	54
	33.4	Lessee's Cooperation	54



	ARTICLE	XXXIV	54
	34.1	Miscellaneous	54
	34.2	Transition Procedures	54

34.3    Change of Franchise           55
34.4    Waiver of Presentment, Etc           55



ARTICLE 
XXXV......................................................
 ............     55
Memorandum of 
Lease.....................................................
 ...  55



ARTICLE 
XXXVI.....................................................
 .............        55
Lessor's Option to Purchase Assets of 
Lessee......................................  55



-iv-

	ARTICLE	XXXVII	56
	37.1	Lessor's Option to Terminate Lease	56
	37.2	Early Termination Payments	56



ARTICLE 
XXXVIII...................................................
 .............      57
Compliance with Franchise 
Agreement...........................................  57



ARTICLE 
XXXIX.....................................................
 .............    57
Guaranty 
Agreement.................................................
 .........  57



EXFHBIT A	Property Description

EXIIIBIT B	All Space Leases

EXIUBIT C	FF&E Included in Lease Property Initial 
FF&E

EXFHBIT D	Inventory

EXIEBIT E	Condominium Lease Agreements

EXFHBIT F	Form of Renewal Lease

EXFHBIT G	Competitive Set

EXMBIT H	Description of Facility

EX141BIT I	Capital Expenditures

EXIUBIT J	Security Agreement

EXIEBIT K	Insurance Requirements

EXIBBIT K- I	Market Value Clause

EXIEBIT L	Guaranty Agreement

EXIEBIT M	Nondisturbance Agreement

EXHIBIT N	Operational Agreement Budget

PERCENTAGE LEASE AGREEMENT



THIS PERCENTAGE LEASE AGREEMENT (this "Lease"), made 
as of the,46 Away of February, 1998, by and between Boykin 
Hotel Properties, L.P., an Ohio limited partnership 
("Lessor"), and South Seas Estero Island, Ltd., a Florida 
limited partnership ("Lessee"), provides as follows:



WITNESSETH:

Lessor owns property the "Leased Property" (as hereinafter 
defined) located at 275 Estero Boulevard,
Fort Myers Beach, Florida.



Lessee desires to lease or sublease, as the case may be, 
the Leased Property, to operate as a hotel



facility.

NOW, THEREFORE, Lessor, in consideration of the 
payment of rent by Lessee to Lessor, the covenants and 
agreements to be performed by Lessee, and upon the terms 
and conditions hereinafter stated, does hereby rent and 
lease unto Lessee, and Lessee does hereby rent and lease 
from Lessor, the Leased Property.



ARTICLE I

1.1	Leased Pr@.  The "Leased Property" is comprised 
of Lessoes interest in the following, but expressly 
excludes Lessoes interest in any mineral rights, timber, 
or building antennae related to the Land (defined below):



(a)      the land described in Exhibit A attached hereto 
and incorporated herein by reference



(the "Land");

(b)	all buildings, structures and other 
improvements of every kind including, but not limited to, 
alleyways and connecting tunnels, sidewalks, utility 
pipes, conduits and lines (on-site and offsite), parking 
areas and roadways appurtenant to such buildings, 
structures and other improvements presently situated upon 
the Land (collectively, the "Leased Improvements"), 
including the Facility;



(c)     all easements, rights and appurtenances relating 
to the Land and to the Leased



Improvements;

(d)	all equipment, machinery, fixtures, and 
other items of property required or incidental to the use 
of the Leased Improvements as a hotel, including all 
components thereof, now and hereafter permanently affixed 
to or incorporated in the Leased Improvements, including, 
without limitation, all furnace ' s, boilers, heaters, 
electrical equipment, heating, plumbing, lighting, 
ventilating, refrigerating, incineration, air and water 
pollution control, waste disposal, air-cooling and air-
conditioning systems and apparatus, sprinkler systems and 
fire and theft protection equipment, all of which to the 
greatest extent permitted by law are hereby deemed by the 
parties hereto to constitute real estate, together with 
all replacements, modifications, alterations and additions 
thereto (collectively, the "Fixtures");

(e)	all existing leases of space within the 
Leased Property (including any security deposits or 
collateral held by Lessor pursuant thereto), which space 
leases are listed on Exhibit B attached hereto and 
incorporated by reference;



(f)	all contract rights, trade names, logos 
and other intangible property of Lessor with respect to 
the operation of the existing hotel business conducted on 
the Leased Property, including without limitation, all 
rights, if any, relating to the Franchise Agreement;



(g) the furniture, fixtures and equipment listed or 
referred to on Exhibit C attached hereto
and incorporated by reference; and



(h) the Inventory listed on or referred to on Exhibit D 
attached hereto and incorporated by



reference; and   
4

(i)	all lease agreements, rental agreements, 
flex lease agreements and other similar agreements between 
Lessor and owners of individual condominium units or 
private residences for the rental of such units or 
residences to third parties on behalf of such owners, 
including, without limitation the 42 Lease Option Program 
Agreements (the "Guaranteed Leases") and the 9 Rental 
Program Agreements (the "Flex Leases"), which agreements 
are listed on Exhibit E attached hereto and incorporated 
by reference (collectively, the "Condominium Lease 
Agreements").



THE LEASED PROPERTY SHALL NOT INCLUDE THE IMTIAL FF&E.  
THE LEASED PROPERTY IS DEMISED IN ITS PRESENT CONDITION 
WITHOUT REPRESENTATION OR WARRANTY (EXPRESSED OR IMPLIED) 
BY LESSOR AND SUBJECT TO THE RIGHTS OF PARTIES IN 
POSSESSION, AND TO THE EXISTING STATE OF TITLE INCLUDING 
ALL CURRENT AND FUTURE COVENANTS, CONDITIONS, 
RESTRICTIONS, EASEMENTS AND OTHER MATTERS (NOT LINETED TO 
ITEMS OF RECORD) INCLUDING ALL APPLICABLE LEGAL 
REQUIREMENTS, THE LIEN OF FINANCING INSTRUMENTS, 
MORTGAGES, DEEDS OF TRUST AND SECURITY DEEDS, AND 
INCLUDING OTHER MATTERS WIRCH WOULD BE DISCLOSED BY AN 
INSPECTION OF THE LEASED PROPERTY OR BY AN ACCURATE SURVEY 
THEREOF.



1.2	Tenn.  The term of the Lease (the "Tenn") 
shall commence as of the date and time (i) the
Lessor acquires	the Leased Property from Florida Income 
Fund 111, Limited Partnership, and (ii) Lessee 
pays
Lessor for the	Initial FF&E (the "Commencement Date") and 
shall end on the tenth anniversary of the
Commencement Date, unless sooner terminated in accordance 
with the provisions hereof.  Lessee is hereby given two 
separate options to extend the Tenn of this Lease for two 
separate, successive periods (individually, the "First 
Renewal Term" and the "Second Renewal Term" and 
collectively, the "Additional Terms").  The First Renewal 
Term shall be for a period of three years to follow 
consecutively upon the expiration of the initial Term of 
this Lease.  The Second Renewal Term shall be for a period 
of three years to follow consecutively upon the expiration 
of the First Renewal Term of this Lease.  The option for 
the First Renewal Term may be exercised by the Lessee 
giving notice to the Lessor of Lessee's exercise of this 
option not less than 270 days prior to the expiration of 
the initial Term of this Lease.  The option for the Second 
Renewal Tenn may be exercised by the Lessee giving notice 
to the Lessor of Lessee's exercise of this option not less 
than 270 days prior to the expiration of the First Renewal 
Term of this Lease.  If this Lease is extended as provided 
above, the word "Term" as used herein shall mean and refer 
to the First Renewal Term or the Second Renewal Tenn, as 
the case may be, and all of the terms, covenants, 
conditions and provisions of this Lease shall, continue in 
full force and effect during the Additional Terms, except 
that the Base Rent and the Percentage Rent formulas for 
each Additional Tenn shall be adjusted as Lessor and 
Lessee may mutually agree no later than 45 days after 
Lessee's exercise of its option to renew.  If Lessor and 
Lessee are

unable to agree on adjusted Base Rent and Percentage Rent 
formulas within such 45-day period, then Lessor shall have 
the right to solicit offers from any Person to lease the 
Leased Property upon such terms and conditions as Lessor 
may determine.  If the Lessor receives an offer from any 
Person to lease the Leased Property (an "Offer"), the 
Lessee shall have the option to lease the Leased Property 
upon the same terms and conditions set forth in the Offer 
(the "Option").  The Option shall be exercisable by Lessee 
by written notice delivered to Lessor no later than IO 
Business Days after Lessee receives written notice of the 
Offer from the Lessor.  If the Lessee fails to exercise 
the Option granted to it hereunder within such I 0-day 
period, then this Lease and the Lessee's rights under this 
Lease (including, without limitation, its rights to renew 
under this Section 1.2) shall immediately terminate and 
the Lessor shall be free to lease the Leased Property to 
such other Person in accordance with the terms and 
conditions of the Offer.



1.3	Development Projects.  Notwithstanding anything 
contained in this Lease to the contrary, Lessor shall be 
permitted to undertake the development, redevelopment or 
expansion of the Leased Property (each a "Development 
Project").  Lessor shall provide Lessee with 120 days' 
advance written notice of the commencement of a 
Development Project.  Within 1 0 days of Lessee's receipt 
of such notice, if either Lessor or Lessee reasonably 
determine and provide notice to the other party that the 
Development Project to be undertaken by Lessor will likely 
have an impact on the Room and Other Revenues from the 
Leased Property in excess of 5% more or less than the 
trailing twelve months Room and Other Revenues, then this 
Lease shall terminate (including, without limitation, its 
rights to renew under this Section 1.2) upon the final day 
of such 120 day period.  Lessor and Lessee agree, during 
the first 45 days following Lessee's receipt of the 120 
day notice, to negotiate in good faith a revised 
percentage lease agreement which shall be on the same 
terms as this Lease except that (i) the Base Rent and the 
Percentage Rent formulas shall be adjusted to take into 
account both temporary and permanent projected changes in 
the Gross Revenue derived from the Leased Property due to 
the Development Project and (ii) the term of the lease 
shall be for the remaining Term hereunder.  If Lessor and 
Lessee are unable to agree on adjusted Base Rent and 
Percentage Rent formulas within such 45-day period, then 
Lessor shall have the right to solicit offers from any 
Person to lease the Leased Property upon such terms and 
conditions as Lessor may determine.  If the Lessor 
receives an offer from any Person to lease the Leased 
Property (a "Development Offer"), the Lessee shall have 
the option to lease the Leased Property upon the same 
terms and conditions set forth in the Development Offer 
(the "Development Option").  The Lessee's right to 
exercise the Development Option shall survive termination 
of this Lease.  The Development Option shall be 
exercisable by Lessee by written notice delivered to 
Lessor no later than 10 Business Days after Lessee 
receives written notice of the Development Offer from the 
Lessor.  If the Lessee fails to exercise the Development 
Option granted to it hereunder within such 10-day period, 
then this Lease and the Lessee's rights under this Lease 
(including, without limitation, its rights to renew under 
this Section 1.2) shall, subject to the terms of Article 
XXXVII, immediately terminate and the Lessor shall be free 
to lease the Leased Property to such other Person in 
accordance with the terms and conditions of the 
Development Offer.



1.4	Condominium Lease Agreements.  Lessor and Lessee 
acknowledge that each Condominium Lease Agreement will, by 
its terms, expire prior to the expiration of the Term of 
this Lease.  Lessor agrees that Lessee may, as Lessor's 
agent and on Lessor's behalf in Lessor's name: (i) renew 
each Condominium Lease Agreement upon expiration of the 
stated term of such Condominium Lease Agreement (a 
"Renewal . Lease") or (ii) enter into new lease agreements 
with owners of individual condominium units or private 
residences for the rental of such units or residences to 
third parties on behalf of such owners (the "New Leases"); 
provided, however, that each Renewal Lease and each New 
Lease shall be in the form of Exhibit E, or, if different, 
on a form approved in writing by Lessor.  Upon execution, 
each Renewal Lease and each New Lease shall become a part 
of the Leased Property hereunder.

ARTICLE II

Definitions.  For all purposes of this Lease, except 
as otherwise expressly provided or unless the context 
otherwise requires, (a) the terms defined in this Article 
have the meanings assigned to them in this Article and 
include the plural as well as the singular, (b) all 
accounting terms not otherwise defined herein have the 
meanings assigned to them in accordance with generally 
accepted accounting principles as are at the time 
applicable, (c) all references in this Lease to designated 
"Articles," "Sections" and other subdivisions are to the 
designated Articles, Sections and other subdivisions of 
this Lease, and (d) the words "herein," "hereof'and 
"hereunder" and other words of similar import refer to 
this Lease as a whole and not to any particular Article, 
Section or other subdivision:



@. American Automobile Association.

Additional C . As defined in Section 3.4.

Affiliate.  As used in this Lease the term "Affiliate" 
of a Person shall mean (a) any Person that, directly or 
indirectly, controls or is controlled by or is under 
common control with such Person, (b) any other Person that 
owns, beneficially, directly or indirectly, five percent 
or more of the outstanding capital stock, shares or equity 
interests of such Person, or (c) any officer, director, 
employee, partner or trustee of such Person or any Person 
controlling, controlled by or under common control with 
such Person (excluding trustees and persons serving in 
similar capacities who are not otherwise an Affiliate of 
such Person).  For the purposes of this definition, 
"control" (including the correlative meanings of the terms 
"controlled by" and "under common control with"), as used 
with respect to any Person, shall mean the possession, 
directly or indirectly, of the power to direct or cause 
the direction of the management and policies of such 
Person, through the ownership of voting securities, 
partnership interests or other equity interests.



After Tax Earnings.  As defined in Section 8.5.

Averap-c Daily Rate.  The average daily rate charged for 
all rooms in the Facility determined over
a thirty day period.



Audited Consolidated Financials.  Financials audited by a 
firm of independent certified public
accountants acceptable to Lessor in its reasonable 
discretion.



Award.  Compensation, sums or anything of value awarded, 
paid or received on a total or partial
Condemnation.



Base Rate.  The rate of interest announced publicly 
by National City Bank, in Cleveland, Ohio, from time to 
time, as such banies base rate.  If no such rate is 
announced or if such rate is discontinued, then such other 
rate as Lessor may reasonably designate.



Base Rent.  The annual sum set forth in Section 
3.1(a), payable in advance in equal, consecutive monthly 
installments, on or before the tenth day of each calendar 
month of the Term; provided however, that the first 
monthly payment of Base Rent shall be payable on the 
Commencement Date and that the first and last monthly 
payments of Base Rent shall be prorated as to any partial 
month (subject to adjustment as provided in Sections 14.5, 
15.2, 15.4, and 15.5).

Beach Refurbishment Iml2ositions.  Any new special 
charge or assessment levied against the Leased Property by 
a governmental agency or taxing district for the 
renourishment or replacement of the public beach seaward 
of the erosion control line, which adjoins the Leased 
Property.



Business D@.  Each Monday, Tuesday, Wednesday, 
Thursday and Friday that is a day on which national banks 
in the City of Cleveland, Ohio, or in the municipality 
wherein the Leased Property is located, are open.



Ca,pital Expenditures.  As defined in Section 3.8.

CERCLA.  The Comprehensive Environmental Response, 
Compensation and Liability Act of 1980,
as amended.



Code.  The Internal Revenue Code of 1986, as amended.

Commencement Date.  As defined in Section 1.2.

Coml2etitive 5et.  Those hotels listed on Exhibit G, as 
supplemented and amended from time to time
by Lessor and Lessee.



Coml2limentaiy Rooms.  Shall mean a maximum of 440 
rooms per Fiscal Year allocated as follows: 240 rooms for 
sales and marketinc,, promotion, disgruntled guests and 
employees and 200 rooms for 0
charitable donations and community service.  A maximum of 
20 Complimentary Rooms may be used in each of the 
following months, January, February, March, April, July 
and August.  Notwithstanding the foregoing, no room for 
charitable donation or community service shall be deemed a 
Complimentary Room to the extent such room displaces any 
revenue.



Condemnatian-.  A Taking resulting from (1) the 
exercise of any governmental power, whether by legal 
proceedings or otherwise, by a Condemnor, and (2) a 
voluntary sale or transfer by Lessor to any Condemnor, 
either under threat of condemnation or while legal 
proceedings for condemnation are pending.



Condemnor.  Any public or quasi-public authority, or 
private corporation or individual, having the
power of Condemnation.



Condominium Lease Aizreements.  As defined in Section 
1. I (i).

Consolidated Financials.  For any fiscal year (or 
other period for which such statements are prepared) for 
Lessee and its consolidated subsidiaries, a statement of 
fuiancial position as of such fiscal year (or other 
period) end date and statements of operations, cash flows 
and retained earnings for the fiscal year (or other 
period) then ended, all in comparative form, together with 
notes thereto, prepared in accordance with generally 
accepted accounting principles.



1 Consolidated Net Worth.  The sum of consolidated 
shareholders' equity of Lessee and any consolidated 
subsidiaries as shown on the most recent Audited (if 
required hereunder) Consolidated Financials, as adjusted 
in accordance with Section 8.5 hereof.



Consumer Price Index.  The "U.S. City Average, All 
Items" Consumer Price Index for All Urban Consumers 
published by the Bureau of Labor.  Statistics of the 
United States Department of Labor (Base: 1982-1984=100), 
or any successor index thereto.  If (i) a significant 
change is made in the number or nature

(or both) of items used in determining the Consumer Price 
Index, or (ii) the Consumer Price Index shall be 
discontinued for any reason, the Lessor shall request that 
the Bureau of Labor Statistics fumish a new index 
comparable to the Consumer Price Index, together with 
information which will make possible a conversion to the 
new index in computing the adjusted Base Rent hereunder.  
If for any reason the Bureau of Labor Statistics does not 
fumish an index and such information, the parties will 
instead mutually selec@ accept and use such other index or 
comparable statistic on the cost of living in Washington, 
D.C. that is computed and
published by an acency of the United States or a 
responsible financial periodical of recognized authority.

4D



Customer Riti-o.  The ratio of a customer type (transient; 
contract business; social, military,
educational, religious and fraternal; or group) to the 
Facility's total customer base.



Date of Taking.  The date the Condemnor has the right to 
possession of the property being
condemned.



Encumbrance.  As defined in Section 33. 1.

Environmental Authoriiy.  Any federal, state, local or 
foreign department, agency or other body or
component of any Government that administers, oversees or 
enforces any Environmental Laws.



Environmental Laws.  All federal, state, county, 
municipal and other governmental statutes, laws, rules, 
orders, regulations, ordinances, judgments, decrees, 
injunctions and duties under the common law relating to 
occupational health and safety, the protection of human 
health, and pollution of the indoor and outdoor 
environment (including without limitation, ambient air, 
surface water, ground water, land surface or subsurface 
strata), including without limitation laws and regulations 
relating to emissions, discharges, Releases or threatened 
Releases of Hazardous Materials or otherwise relating to 
the manufacture, processing, distribution, use, treatment, 
storage, disposal, transport or handling of Hazardous 
Materials.  Environmental Laws include, but are not 
limited to, CERCLA, EPCRA, FIFRA, RCRA, SARA and TSCA.



Environmental Liabiliiy.  Either of an Identified 
Environmental Liability or an Unidentified
Environmental Liability.



EPCRA.  The Emergency Planning and Community Right to 
Know Act, as amended.
Event of Default.  As defined in Section 16. 1.
Faciliiy.  The hotel and/or other facility offering 
lodging and other services or amenities being operated or 
proposed to be operated using the Leased Property which 
shall be included in the Leased Improvements.  The 
Facility is more particularly described on Exhibit H 
attached hereto and incorporated by reference.



FIFRA.  The Federal Insecticide, Fungicide, and 
Rodenticide Act, as amended.
,, Fiscal Year.  The 12-month period from January I to 
December 3 I.
Fixtures.  As defmed in Section 1. I (d).

Food and Beverage Revenues.  Gross revenues, receipts 
and income of any kind (whether on a cash or credit basis) 
paid, collected or accrued and derived directly or 
indirectly by Lessee from: (i) the sale, for on-site 
consumption at the Leased Property or through off-site 
catering services, of food and nonalcoholic

beverages, including sales attributable to guest rooms, 
banquet rooms, meeting rooms, the restaurant, the lounge, 
the bar and other similar rooms; (ii) the sale of wine, 
beer, liquor or other alcoholic beverages, including sales 
attributable to the restaurant, the bar, the lounge, guest 
rooms, meeting rooms, banquet rooms, off-site catering or 
any location at the Leased Property; (iii) cover charges 
and audio-visual rental charges related to banque@ 
ballroom or meeting room events; and (iv) banquet and 
meeting room revenues, including room rental charges from 
such banquet and meeting rooms.  Such revenues shall not 
include the following:



(a)	Room and Other Revenues as defined below;

(b)	Any gratuities or service charges added to a 
customer's bill or statement in lieu of a gratuity, which 
gratuity or charge Lessee is obligated to pay to or which 
was paid directly to an employee;



(c)     Customary and reasonable credits, rebates, refunds 
or negative adjustments to



guests;



(d)      Sales taxes and any additional taxes imposed on 
the sale of alcoholic beverages;



(e)     Amounts attributable to customary and reasonable 
allowances, give aways and
promotions; and

(f)	Sales transactions related to a lounge provided 
for the use of guests staying in rooms



located on the concierge level of the Facility.



Franchise Aizreement.  The franchise agreement or 
license agreement currently in effect with Franchisor, and 
any amendments, replacements or extensions thereof 
hereafter implemented with the prior approval of Lessor, 
which approval or disapproval shall not be unreasonably 
delayed, under which the Facility is operated.



Franchise Rated Hotels.  Those hotels rated monthly 
by the Franchisor.

Franchisor.  Best Western or such other national hotel 
franchiser or association approved by Lessor
in accordance with Section 34.3.



GAAP.  As defined in Section 8.5.

Government.  The United States of America, any state, 
county, municipality, local government, district or 
territory thereof, any foreign nation, any state, 
district, department, territory or other political 
division thereof, or any administrative agency, board, 
commission, bureau or political subdivision of any of the 
foregoing.



! Gross Revenue.  The sum of (i) the Room and Other 
Revenues plus (ii) the Food and Beverage
Revenues for the Facility.

Guarantor.  South Seas Properties Company Limited 
Partnership, an Ohio Limited Partnership.
Guarantor Lender.  As defined in Section 16.7.

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Guaraniy Aiareement.  As defined in Article XXXIX.

Hazardous Materials.  All chemicals, pollutants, 
contaminants, wastes and toxic substances,
including without limitation:



(a)	Solid or hazardous waste, as defined in 
RCRA or in any Environmental Law;

(b)	Hazardous substances, as defined in CERCLA 
or in any Environmental Law;

(c)	Toxic substances, as defined in TSCA or in 
any Environmental Law;

(d)    Insecticides, fungicides, or rodenticides, as 
defined in FIFRA or in any
Environmental Law; and



(e)	Gasoline or any other petroleum product or 
byproduct, polychlorinated biphenols, asbestos, radon and 
urea formaldehyde.

HVAC.  The heating, ventilation and air conditioning 
system in use at the Facility.

Identified Environmental Liabilities.  Any and all 
obligations to pay the amount of anyjudgment or 
settlement, the cost of complying with any settlement, 
judgment or order for injunctive or other equitable 
relief, the cost of compliance or corrective action in 
response to any notice, demand or request frorh an 
Environmental Authority, the amount of any civil penalty 
or criminal fine, and any court costs and reasonable 
amounts for attomey's fees, fees for witnesses, 
consultants and experts, and costs of investigation and 
preparation for defense of any claim or any Proceeding, 
regardless of whether such Proceeding,is threatened, 
pending or completed, that may be or have been asserted 
against or imposed upon Lessor, Lessee, any Predecessor, 
the Leased Property or any property used therein.



lm= tio@n . Collectively, all taxes (including, 
without limitation, all personal property, sales and use 
(including sales, rent or occupancy taxes on Rent), single 
business, gross receipts, transaction, privilege, rent or 
similar taxes as the same relate to or are imposed upon 
Lessee, its personal property or its business conducted 
upon the Leased Property), assessments (including, without 
limitation, all assessments for public improvements or 
benefit, whether or not commenced or completed prior to 
the date hereof and whether or not to be completed within 
the Term), water, sewer or other rents and charges, 
excises, tax inspection, authorization and similar fees 
and all other governmental charges, in each case whether 
general or special, ordinary or extraordinary, or foreseen 
or unforeseen, of every character in respect of the Leased 
Property, the FF&E or the business conducted thereon by 
Lessee (including all interest and penalties thereon 
caused by any failure in payment by Lessee), which at any 
time prior to, during or with respect to the Term may be 
assessed or imposed on or with respect to or be a lien 
upon (a) Lessor's interest in the Leased Property, (b) the 
Leased Property, or any part thereof or any rent therefrom 
or any estate, right, title or interest therein, or (c) 
any occupancy, operation, use or possession of, or sales 
from, or activity conducted on or in connection with the 
Leased Property, or the leasing or use of the Leased 
Property or any part thereof by Lessee.  Notwithstanding 
the foregoing, Impositions shall not included) any tax 
based on net income (whether denominated as an income, 
franchise or capital stock or other tax) imposed on Lessor 
or any other Person other than Lessee and Affiliates of 
Lessee, (2) any net revenue tax of Lessor or any other 
Person (other than Lessee or an Affiliate of Lessee), (3) 
any tax imposed with respect to the sale, exchange or 
other disposition by Lessor of any Leased Property or the 
proceeds thereof, or (4) any single business, gross 
receipts (other than a tax on any rent received by Lessor 
from Lessee), transaction, privilege or similar taxes as 
the same relate to or are imposed upon Lessor, except to 
the extent that any tax, assessment, tax levy or charge 
that

Lessee is obligated to pay pursuant to the first sentence 
of this definition, and that is in effect any time during
the Term hereof, is totally or partially repealed, and a 
tax, assessment, tax levy or charge set forth in clause
(1)	through (4) is levied, assessed or imposed expressly 
in lieu thereof.



Indemnified Environmental Liabiliiy.  As defined in 
Section 8.3(d).
Indemnified Paa: Indemnitee.  Either of a Lessee 
Indemnified Party or a Lessor Indemnified Party.


Indemnifying PAIU.  Any party obligated to indemnify an 
Indemnified Party pursuant to Section 8.3
or Article XXII.



Initial FF&E.  The furniture, fixtures and equipment 
listed or referred to on Exhibit C attached hereto
and incorporated by reference.



Insurance Requirements.  All ten-ns of any insurance 
policy required by this Lease, any Franchisor or any Legal 
Requirement, and all requirements of the issuer of any 
such policy as to such policy and/or the Leased Property.



In to . All inventories, supplies, guest supplies, 
food and beverage inventory, and consumable merchandise 
used in connection with the operation of the Facility, but 
excludingall such items to the extent owned by 
concessionaires, tenants, subtenants, licensees or other 
Persons occupying all or a portion of the Leased Property 
as permitted by this Lease.



Land.  As defined in Section 1. I (a).

Lease.  This Lease.
Leased Imi2rovements.  As defined in Section 1. I 
(b).
Leased Prol2g=.  As defined in Section 1. I -
Legal Requirements.  All federal, state, county, 
municipal and other governmental statutes, laws, rules, 
orders, regulations, ordinances, judgments, decrees and 
injunctions affecting either the Leased Property or the 
maintenance, construction, use or alteration thereof 
(whether by Lessee or otherwise), whether or not hereafter 
enacted and in force, including (a) all Environinental 
Laws, and (b) any laws, rules or regulations that may (1) 
require repairs, modifications or alterations in or to the 
Leased Property or (2) in any way adversely affect the use 
and enjoyment thereof; and all perinits, licenses and 
authorizations and regulations relating thereto and all 
covenants, agreements, restrictions and encumbrances 
contained in any instruments, either of record or known to 
Lessee (other than encumbrances hereafter created by 
Lessor without the consent of Lessee), at any time in 
force affecting the Leased Property.



Lendin2 Institution.  Any insurance company, 
investment banking company, credit company, federally 
insured commercial or savings bank, national banking 
association, savings and loan association, employ . ees 
welfare, pension or retirement fund or system, corporate 
profit sharing or pension trust, college or university, 
corporation qualified to be treated for federal tax 
purposes as a real estate investment trust having a net 
worth of at least $ 1 0,000,000, and RENUC conduit lender.



Lessee.  The Lessee designated on this Lease and its 
permitted successors and assigns.
-9-
Lessee Indemnified Paa.  Lessee and (i) any Affiliate 
of Lessee, (ii) any Person against whom any liability may 
be asserted as a result of a direct or indirect ownership 
interest (including a shareholder's interest) in Lessee; 
(iii) the officers, directors, shareholders, employees, 
agents and representatives of Lessee; and (iv) the 
respective heirs, personal representatives, successors and 
assigns of any of the foregoing Persons.



Lessee's Personal Prol2ea.  As defined in Section 
6.2.
Lessor.  The Lessor designated on this Lease and its 
successors and assigns.
Lessor Indemnified PAIU.  Lessor and (i) any Affiliate 
of Lessor; (ii) any Person against whom any liability may 
be asserted as a result of a direct or indirect ownership 
interest (including an interest as a partner) in Lessor; 
(iii) the employees, agents and representatives of Lessor; 
(iv) Boykin Lodging Company, its officers, directors, 
shareholders, employees and agents; and (v) the respective 
heirs, personal representatives, successors and assigns of 
any of the foregoing Persons.



 . Mobile Travel Guide or a successor'publication 
thereto.
Notice.  A notice given pursuant to Article XXXII.
Officees Certificate.  A certificate of Lessee in fon-
n and substance reasonably acceptable to Lessor signed by 
the chief operating officer and the chief financial 
officer or another officer Authorized so to sign by the 
board of directors or by-laws of Lessee, or any other 
person whose power and authority to act has been 
authorized by delegation in writing by any such officer.



Overdue Rate.  On any date, a rate equal to the Base Rate 
plus 5% per annum, but in no event greater
than the maximum rate then permitted under applicable law.



Partial Fiscal Year.  Any portion of a Fiscal Year 
which falls during the Term hereof
Payment Date.  Any due date for the payment of any 
installment of Rent.
Percenta2e Rent.  As defined in Section 3. l(b).

Person.  Any individual, corporation, general or 
limited partnership, limited liability company, limited 
liability partnership, stock company or association, joint 
venture, association, company, trust, bank, trust company, 
land trust, business trust, or other entity and government 
and agency and political subdivision thereof.



Poor Standing.  Operating the Facility for any consecutive 
three month period within the group of
hotels in the lowest one-third of the Franchise Rated 
Hotels.



,,Predecessor.  Any Person whose liabilities arising 
under any Environmental Law relating to the Leased 
Property have or may have been retained or assumed by 
Lessee, either contractually or by operation of law



Primary Intended Use.  As defined in Section 7.2(b).



-10-

ErQceediniz.  Anyjudicial action, suit or proceeding 
(whether civil or criminal), any administrative proceeding 
(whether forrnal or informal), any investigation by a 
govenunental authority or entity (including a grand jury), 
and any arbitration, mediation or other non-judicial 
process for dispute resolution.



RCRA.  The Resource Conservation and Recovery Act, as 
amended.

Real Estate Taxes.  All real estate taxes (including 
any applicable interest and penalties thereon), including 
general and special assessments, if any, and possessory 
interest taxes which are imposed upon the Land and/or the 
Leased Property.



Release.  A "Release" as defined in CERCLA or in any 
Environmental Law, unless such Release has been properly 
authorized and permitted in writing by all applicable 
Environmental Authorities or is allowed by such 
Environmental Law without authorizations or permits.



Renewal Lease.  As defined in Section 1.4.
e@. Collectively, the Base Rent, Percentage Rent and 
Additional Charges.
Rental Amount.  As defined in Section 8.5.
REVPAR.  Room Revenues (as defined in the Uniform System) 
per available room in the Facility.


Room and Other Revenues.  All gross revenues, 
receipts and income of any kind (whether on a cash or 
credit basis) paid, collected or accrued and derived 
directly or indirectly by Lessee from: (i) the rental of 
guest rooms; (ii) gift shop operations; (iii) fees 
collected from telephone, game room and guest laundry 
services; and (iv) guaranteed no show reservations, space 
rentals (excluding banquet and meeting room space 
rentals), discounts eamed, vending machines, valet 
services, movie services, commissions eamed, and swim club 
memberships; (v) any Condominium Lease Agreement Renewal 
Lease or New Lease; and (vi) all other revenues eamed or 
retained by Lessee in connection with the use or operation 
of the Leased Property and all services or activities 
provided thereon, including the gross revenues of Lessee 
from subtenants, concessionaires, and licensees, all as 
determined in accordance with generally accepted 
accounting principles.  Notwithstanding the previous 
sentence, Room and Other Revenues shall not include:



(a)	Food and Beverage Revenues;

(b)	The amount of any credits, rebates, refunds or 
adjustments to customers, guests or patrons;



(c)	Sales or use taxes;

(d)	Interest income;

(e)	Gratuities paid or payable to Persons 
other than Lessee or its Affiliate; and

(f)	Gains from the sale of assets out of the 
ordinary course of business.

Gross revenues will be adjusted as follows: (1) 
rooms offered on a Complimentary basis (exclusive of 
employees, independent contractors or consultants of 
Lessee engaged in business operations relating to the 
Facility) in excess of the Complimentary Rooms will be 
imputed a revenue equal to the



-II-

Average Daily Rate for that calendar month; (2) rooms 
offered on a "package basis" will allocate a reasonable 
portion of the gross revenues to the Room and Other 
Revenues; any such rooms for which Lessee has allocated to 
Rooms and Other Revenues less than 50% of the Average 
Daily Rate will be imputed an amount of revenue such that 
at least 50% of the Average Daily Rate is allocated to 
Rooms and Other Revenues; (3) bartered or traded rooms 
shall be included at the fair market value of the goods 
and services so bartered or traded or, if such value is 
not readily determinable, at the Average Daily Rate for 
that calendar month; and (4) rooms used by Lessor or its 
Affiliates on a complimentary basis will not be included 
in Room and Other Revenues.



SARA.  The Superfund Amendments and Reauthorization Act of 
1985, as amended.
@ate.  The State or Commonwealth of the United States in 
which the Leased Property is located.


Subsidiaries.  Corporations in which Lessee owns, directly 
or indirectly, more than fifty percent
(50%) of the voting stock or control, as applicable.



Taking.  A taking or voluntary conveyance during the 
Term hereof of all or part of the Leased Property, or any 
interest therein or right accruing thereto or use thereof, 
as the result of, or in settlement of, any Condemnation or 
other eminent domain proceeding affecting the Leased 
Property whether or not the same shall have actually been 
commenced.



Tax Distribution Amount.  As defined in Section 8.5.

Tenn.  As defined in Section 1.2.

TSCA.  The Toxic Substances Control Act, as amended.

Unavoidable Delay.  A delay due to strikes, lock-outs, 
labor unrest, inability to procure materials, power 
failure, acts of God, governmental restrictions, enemy 
action, civil commotion, fire, unavoidable casualty or 
other causes beyond the control of the party responsible 
for performing an obligation hereunder, provided that lack 
of funds shall not be deemed a cause beyond the control of 
either party hereto unless such lack of funds is caused by 
the failure of the other party hereto to perfonn any 
obligations of such party under this Lease.



Uneconomic for its Primary Intended ULe_.  A state or 
condition of the Facility such that in the good faith 
judgment of Lessor it is uneconomic to operate the 
Facility for its Primary Intended Use, taking into 
account, among.other relevant factors, the number of 
usable rooms and projected revenues.



Unidentified Environmental Liabilities.  Any and all 
obligations to pay the amount of anyjudgment or 
settlement, the cost of complying with any settlement, 
judgment or order for injunctive or other equitable 
relief, the cost of compliance or corrective action in 
response to any notice, demand or request from an 
Environinental Authority, the amount of any civil penalty 
or fine or criminal fine, and any court costs and 
reasonable amounts for attomeys fees, fees for witnesses, 
consultants and experts, and costs of investigation and 
preparation for defense of any claim or any Proceeding, 
regardless of whether such Proceeding is threatened, 
pending or completed, that may be or have been asserted 
against or imposed upon Lessor, Lessee, any Predecessor, 
the Leased Property or any property used therein and 
arising out of.



(a)     Failure of Lessee, any Predecessor or the Leased 
Property to comply at any time
with all Environmental Laws;



-12-

(b)     Presence of any Hazardous Materials on, in, under, 
at or in any way affecting the
Leased Property;



(c)     A Release at any time of any Hazardous Materials 
on, in, at, under or in any way
affecting the Leased Property or any off-site property or 
facility;



(d)     Identification of Lessee, or any Predecessor as a 
potentially responsible party under
CERCLA or under any Enviromnental Law similar to CERCLA;



(e)	Presence at any time of any above ground 
and/or underground storage tanks as defmed in RCRA or in 
any applicable Environmental Law on, in, at or under the 
Leased Property or any offsite property or facility; or



(f)	Any and all claims for injury or 
damage to persons or property arising out 
of
exposure to Hazardous	Materials originating or located at 
the Leased Property, or resulting from 
operation
thereof; but excluding	those arising out of-



(g)    Identified Environmental Liabilities.

Uniform System.  The Unifonn System of Accounts for Hotels 
(8th Revised Edition, 1986) as
published by the Hotel Association of New York City, Inc. 
as same may hereafter be revised.



Unsuitable for its Primary Intended Use.  A state or 
condition of the Facility such that, in the good faith 
judgment of Lessor, due to casualty damage or loss through 
Condemnation, the Facility cannot be operated or cannot 
ftinction as an integrated hotel facility consistent with 
standards applicable to a well maintained and operated 
hotel.



ARTICLE III

3.1	Rent.  Lessee will pay to Lessor in lawful money 
of the United States of America which shall be legal 
tender for the payment of public and private debts, in 
immediately available funds, at Lessor's address set forth 
in Article XXXII hereof or at such other place or to such 
other Person, as Lessor from time to time may designate in 
a Notice, (A) the higher of (i) Base Rent or (ii) 
Percentage Rent, and (B) Additional Charges, during the 
Term, as follows:



(a)	1998 Rent: The monthly sum of $211,523 
payable in advance in consecutive monthly installments, on 
or before the tenth day of each calendar month commencing 
on the Commencement Date and continuing through Fiscal 
Year 1998 (" 1998 Rent"); provided, however, that the 
first monthly payment of 1998 Rent shall be payable on the 
Commencement Date and that the first monthly payment of 
1998 Rent shall be prorated as to the then current partial 
month, if applicable.



(b)	Base Rent: Commencing on January 1, 1999, 
the annual sum of $2,200,000 (as increased by CPI in 
accordance with subsection (d) below, the "Base Rent"), 
payable in advance in consecutive monthly installments, on 
or before the tenth day of each calendar month of the 
TerTn as follows:
(i)	one-twelfth of the Base Rent on the tenth day of each 
January, February, March, April, May and June and
(ii)	on the tenth of each July, August, September, October 
November and December, the greater of (a) $50,000 or (b) 
the quotient of the Base Rent for the then current Fiscal 
Year divided by 12; multiplied by the number of months 
elapsed year-to-date (including the then current month); 
less the sum of the total Base Rent VILis Percentage Rent 
paid year-to-date; provided, however, that the last 
monthly payment of Base Rent



-13-

shall be prorated as to the then current partial month, if 
applicable (subject to adjustment as provided in Sections 
14.5, 15.2, 15.4, and 15.5); and provided, @er, that Base 
Rent for Fiscal Year 1999 and each Fiscal Year thereafter, 
shall be increased by increases in CPI as set forth in 
Subsection (d) below and as set forth in Subsection (e) 
below.



(c)	Percentap-e Rent: Commencing on January 1, 
1999, for each Fiscal Year and Partial Fiscal Year during 
the Term commencing with the Fiscal Year or Partial Fiscal 
Year ending December 3 1, 1999, Lessee shall pay 
percentage rent ("Percentage Rent"), if such Percentage 
Rent is in excess of Base Rent for such Fiscal Year or 
Partial Fiscal Year, in an amount calculated by the 
following formula:



The amount equal to the sum of (i) the Room and Other 
Revenues Computation for such Fiscal Year or Partial 
Fiscal Year plus (ii) the Food and Beverage Revenues 
Computation for such Fiscal Year or Partial Fiscal Year 
(each as defined below and collectively, the "Revenue 
Computations").



For the purpose of this formula:

(1)	The Room and Other Revenues Computation 
for the applicable Fiscal Year (or Partial Fiscal 
Year) is equal to the sum of (A) 23% of all amounts 
above $3,318,000 up to $6,315,000 in Room and Other 
Revenues for such Fiscal Year or Partial Fiscal Year, 
(B) 50% of all amounts above $6,315,000 up to 
$9,426,000 in Room and Other Revenues for such Fiscal 
Year or Partial Fiscal Year, and (C) 8 1 % of all 
Room and Other Revenues in excess of $9,426,000 for 
such Fiscal Year or Partial Fiscal Year (the 
preceding dollar figures being referred to 
hereinafter as the "Threshold Amounts", such 
Threshold Amounts to be prorated on a per them basis 
for any Partial Fiscal Year and increased by the 
Consumer Price Index for Fiscal Year 1999 and each 
Fiscal Year thereafter); and



(2)     The Food and Beverage Revenues Computation is 
equal to 10% of all Food
and Beverage Revenues for the applicable Fiscal Year or 
portion thereof.



Commencing on January 1, 1999, Percentage Rent payable 
with respect to the difference (the "Flex Rent Excess"), 
if any, of (i) the portion of Room and Other Revenues 
comprised of the gross rental revenue (excluding any 
management or administrative fees) attributable to the 
Flex Leases (including any Renewal Lease or New Lease 
which is a Flex Lease) (the "Flex Lease Revenue") for the 
then cuffent Fiscal Year less (ii) $376,646 (the "Flex 
Lease Base Amount"), shall be payable in accordance with 
the Flex Lease Formula.  The Flex Lease Formula is equal 
to 42.5% of the Flex Rent Excess.  For each Fiscal year of 
the.  Term commencing on or after January 1, 1999, the 
Flex Lease Base Amount shall be increased by a percentage 
equal to the greater of (i) the percentage increase in 
Gross Revenues in the most recently completed Fiscal Year 
compared to the prior Fiscal Year or (ii) increases in the 
CPI Index in accordance with Section 3. 1 (d) hereof



Commencing on January 1, 2004, Percentage Rent payable 
with respect to the difference (the "Condo Rent Excess'), 
if any, of (i) the portion of Room and Other Revenues 
comprised of the gross rental revenue (excluding any 
management or administrative fees) attributable to the 
Guaranteed Leases or any Renewal Lease with respect 
thereto (the 'Guaranteed Lease Revenue") for the then 
current Fiscal Year less (ii) the sum of (a) the 
Guaranteed Lease Revenue for Fiscal Year 2002 or 2003 
(whichever is higher, the "Condo Base Amount") l@u (b) any 
decrease in the Gross Revenues, excluding the Guaranteed 
Lease Revenue, in



-14-

the iiiost recently completed Fiscal Year compared to the 
prior Fiscal Year, sliall be payable in ali aiiiouiit
equal to the Guaraiiteed Lease Foriiiula.  The Guaraiiteed 
Lease Foriiiula is equal to 42.5% of the Condo Reiit
Excess. F-OF eae4t- Fisee. ef tit@ Tef:itt e                      
lit
C4ross IR

-@Venues  il4
afed te tire pp.-. - setti 3ieai

---Of:daiiee will



(d)	CPI Ad*ustmeilts to the Tliresilold 
Aiiiouiits aiid Base.Reiit: For eacli Fiscal Year of the 
Term begiiuiing oii or after January 1, 1999, the 
Tiiresliold Aiiiouiits aiid Base Rent sliall be adjusted 
from time to time as follows:



If the niost feceiitly published Coiisuiiier Price Iiidex 
as of the last day of the last moiitli (tlie "Coniparisoii 
Moiitli") of aiiy Fiscal Year is different than the 
average Coiisuiiier Price Iiidex for the 12 iiioiltli 
period prior tliefeto, eacli of Base Reiit aild the 
'Fliresliold Aiiiouiit for tiie iiext Fiscal Year sliall 
be adjusted by the pei-ceiitage cliaiige ill tIlC 
COIISLliiier Price Iiidex calculated b), IIILIltiplyillg 
the Base Iteiit aiid eacii 'I'Iii-esliold Aiiiotiiit by 
the quotient obtained by dividiiity the Coiisuiiier Price 
Iiidex for the iiiost feceiit Coinparisoii Moiitli by the 
Coiisunier Price Iiidex for the iiiontli wliicii is 
exactly 12 nioiitlis prior tliereto.



Adjustnients iii the Tiiresliold Aiiiouiits aiid Base 
l@eiit sliall be effective oii the first day of the first 
calendar montli of flie Fiscal Year to wliicli sucli 
adjusted Thresliold Aiiiouiits apply. lii the event of 
casualty and corresponding payiuent of rent out of the 
proceeds of rental interruption insurance provided 
pursuant to Section 13. 1 (a), the Perceiitage Rent sliall 
be based upoti the lliglier of (i) actual revenues, (ii) 
revenues for the same period iii the previous Fiscal Year 
(wliettier or iiot during the 'fet-iii), or (iii) 
projected revenues used iii computing the final insurance 
settleiiieiit.



Not,,vitlistaiidiiig the foregoing if the percentage 
cliaiige iii the Coiisuiiier Price Iiidex, as set fortli 
above, is (i) less tliaii 3% or greater diaii 7%, the 
adjustiiieiit to the Base Reiit sliall be 3% or 7%, 
respectively aiid (ii) greater tliati 7%, the 
adjustiiieiit to the Tliresliold AiiiOLIIItS sliall be 7%.



(e)      For eacii Fiscal Year of the Teriii begiiiiiiiig 
oii or al'ter Jaiiuary 1, 1999, the Base
Reiit sliall be adjusted from tiiiie to tiiiie as follows:



Followiiig eacii full or I)ai-tial Fiscal Year of this 
Lease, (eacii a "Base Reiit AdjusLmeiit Date"), Lessor 
aiid Lessee sliall calculate the aggregate Capital 
Expenditures (including, witliout Iiiiiitation, any 
Capital Expeiiditures niade in connection with any 
Developiiient Project)spent by Lessor from the 
Comniencement Date tlirougli Deceiiiber 31 of the Fiscal 
Year just coiupleted.  If Lessor lias speiit itioi-e 
tliaii $1.6 iiiillioit iii excess of four perceiit (4%) of 
tile Gross Reveitues (tlie "Capital Expeiiditure 
Maxilliulii Aiiiouiit") over sucli tiiiie period, tlieii 
the Base Reiit sliall be $2,300,000 (plus increases iii 
the Coiisuiiier Price Iiidex iii accordance witli the 
terms liereof) until the iiext Base lteiit Adjustiiieiit 
Date.  If, oii aiiy Base Reiit Adjustiiiciit Date, the 
Lessor lias sl)ciit lcss tliaii the Capital Expeiiditure 
Maxiiiiuiii Aiiiouiit, tlieii the Base Iteiit sliall be 
adjusted to eclual $2,200,000 (plus hicreases iii the 
Coiisuiiier Price Iiidex iii accordance witli



-15-

the terms hereof) plus $1.00 for each $16.00 of Capital 
Expenditures made
above four percent (4%) of Gross Revenues.



Adjustments in the Base Rent for increases provided for in 
this Subsection (e) shall be effective on January
I of each year.



3.2	Payment of Percentaize Rent.  Percentage Rent 
shall be due and payable quarterly on or before the 30th 
day after the last day of each quarter during the Term.  
Additionally, an Officer's Certificate, setting forth the 
calculation of such rent payment for such quarter, shall 
be delivered to Lessor quarterly, together with such 
quarterly Percentage Rent payment after each quarter of 
each Fiscal Year (or part thereof) during the Term.  Such 
quarterly payment shall be based on the formula set forth 
in Section 3. 1 (c), but, in calculating the Revenue 
Computations for each quarter, gross revenues for the year 
to date shall be annualized by dividing such sum by the 
number of months which have passed year to date (including 
the current month) and multiplying the result by 12.  The 
resulting Percentage Rent amount shall be multiplied by 
the number of months that have passed year-to-date 
(including the current month) and divided by 12.  Payments 
of Base Rent and Percentage Rent for the year to date 
shall be subtracted from the result to arrive at the 
Percentage Rent payment due for that quarter.  The Revenue 
Computations sfiall be appropriately adjusted to calculate 
Percentage Rent for partial years.  There shall be no 
reduction in the Base Rent regardless of the result of the 
Revenue Computations.



In addition, on or before February I and November I of 
each year, commencing with November 1, 1998, Lessee shall 
deliver to Lessor an Officer's Certificate reasonably 
acceptable to Lessor setting forth the computation (based 
on, in the case of the February I Officer's Certificate, 
audited financial statements of Lessee, if required 
hereunder) of the actual Percentage Rent that accrued for 
each quarter of the Fiscal Year that ended on the 
immediately preceding December 31 (in the case of the 
February I Officer's Certificate) and for each of the 
first three calendar quarters of the then current Fiscal 
Year (for the November I Officer's Certificate) and shall 
pay to Lessor, with the delivery of the Officees 
Certificate, the amount of Percentage Rent due and payable 
for the Fiscal Year or the portion of the Fiscal Year then 
ended as shown in the Officer's Certificate, if any, that 
exceeds the amount actually paid as Percentage Rent by 
Lessee for such Fiscal Year or portion thereof, as the 
case may be.  If the Percentage Rent actually due and 
payable for such Fiscal Year or portion thereof is shown 
by such certificate to be less than the amount actually 
paid as Percentage Rent for the applicable Fiscal Year or 
portion thereof, Lessor, at its optio n, shall reimburse 
such amount to Lessee or credit such arnount against the 
next quarter's Percentage Rent or Base Rent payments; 
provided, however, that no Event of Default exists.



Any difference between the annual Percentage Rent due 
and payable for any Fiscal Year or portion thereof, as the 
case may be (as shown in the applicable Officees 
Certificate) and the total amount of quarterly payments 
for such Fiscal Year or portion thereof, as the case may 
be, actually paid by Lessee shall bear interest at the 
Overdue Rate.  The interest payable under this paragraph 
shall accrue from (i) the delivery date the Officer's 
Certificate for such Fiscal Year or portion thereof was 
due, in the case of an underpayment and (ii) the date 
Lessor fails to credit any due and payable Rent against 
such overpayment, until the amount of such difference 
shall be paid or otherwise discharged by credit to Lessee.  
Any such interest payable to Lessor shall be deemed to be 
and shall be payable as Additional Charges.



The obligation to pay Percentage Rent shall survive 
the expiration or earlier termination of the Ten-n.  A 
final reconciliation, taking into account, among other 
relevant adjustments, any adjustments which are accrued 
after such expiration or termination date but which 
related to Percentage Rent accrued prior to such 
termination date and Lessee's computation of Percentage 
Rent due and payable, shall be made not later than 90 days 
after such expiration or termination date.  Within such 90 
day period, Lessee shall deliver to Lessor



-16-

an Officer's Certificate setting forth the final 
Percentage Rent amount payable to Lessor and payment of 
the amount due, if any.  If the final reconciliation 
provides that Lessor owes Lessee a credit due to an 
overpayment of Percentage Rent, Lessor shall reimburse 
Lessee for-such overpayment within 30 days following 
delivery of the Officer's Certificate.



3.3	Confirmation of Percentage Rent.  Lessee shall 
utilize, or cause to be utilized, an accounting system for 
the Leased Property in accordance with generally accepted 
accounting principles consistently applied and the Unifon-
n System, that will accurately record all data necessary 
to compute Percentage Rent, and Lessee shall retain for at 
least four years after the expiration of each Fiscal Year 
(and in any event until the reconciliation described in 
Section 3.2 for such Fiscal Year has been made), 
reasonably adequate records conforming to such accounting 
system showing all data necessary to compute Percentage 
Rent for the applicable Fiscal Years.  In the event of a 
conflict between generally accepted accounting principles 
and the Uniform System, the Uniform System shall prevail.  
Lessor (or its accountants or representatives), at its 
expense (except as provided herein), shall have the right 
from time to time to audit the information that formed the 
basis for the data set forth in any Officer's Certificate 
provided under Section 3.2 and, in connection with such 
audits, to examine all Lessee's records (including 
supporting data and sales and excise tax returns) 
reasonably required to verify Percentage Rent, subject to 
any prohibitions or limitations on disclosure of any such 
data under Legal Requirements.  If any such audit 
discloses a deficiency in the payment of Percentage Ren@ 
and either Lessee agrees with the result of such audit or 
the matter is otherwise determined or compromised, Lessee 
shall forthwith pay to Lessor the amount of the 
deficiency, as finally agreed or determined, together with 
interest calculated at the Overdue Rate from the due date 
for the last quarterly payment of Percentage Rent for the 
Fiscal Year to the date of payment thereof; provided, 
howdver, that as to any audit that is commenced more than 
two years after the date Percentage Rent for any Fiscal 
Year is reported by Lessee to Lessor, the deficiency, if 
any, with respect to such Percentage Rent, shall bear 
interest at the Overdue Rate only from the date such 
determination of deficiency is made unless such deficiency 
is the result of gross negligence or willful misconduct on 
the part of Lessee.  If any such audit discloses that the 
aggregate Percentage Rent actually due from Lessee for any 
Fiscal Year exceed those reported by Lessee by more than 
two percent, Lessee shall pay the cost of such audit and 
examination.  Any proprietary infon-nation obtained by 
Lessor pursuant to the provisions of this Section 3.3 
shall be treated as confidential, except that such 
information may be used, subject to appropriate 
confidentiality safeguards, in any litigation between the 
parties, and except further that Lessor may disclose such 
information to prospective lenders or purchasers, their 
respective attorneys, accountants and other 
representatives, or pursuant to any Legal Requirements.  
The obligations of Lessee contained in this Section 3.3 
shall survive the expiration or earlier termination of 
this Lease.  The obligations of Lessor set forth in this 
Section 3.3 to maintain any proprietary information as 
confidential shall survive the expiration or earlier 
termination of this Lease.



3.4	Additional Chary-es.  In addition to the Base 
Rent and Percentage Rent, (a) Lessee also will pay and 
discharge as and when due and payable all other amounts, 
liabilities, obligations, costs and expenses necessary to 
perform its obligations hereunder and under the Franchise 
Agreement, and (b) in the event of any failure on the part 
of Lessee to timely pay any of those items referred to in 
clause (a) of this Section 3.4, Lessee also will promptly 
pay and discharge every fine, penalty, interest and cost 
that may be added for nonpayment or late payment of such 
items (the items refeffed to in clauses (a) and (b) of 
this Section 3.4 being additional rent hereunder and being 
referred to herein collectively as the "Additional 
Charges"), and Lessor shall have all legal, equitable and 
contractual rights, powers and remedies provided either in 
this Lease or by statute or otherwise in the case of non-
payment of the Additional Charges as in the case of non-
payment of the Base Rent.  If any installment of Base 
Rent, Percentage Rent or Additional Charges (but only 
as,to those Additional Charges that are payable directly 
to Lessor) shall not be paid on its due date, Lessee will 
pay Lessor on demand, as Additional Charges, a late charge 
(to the extent permitted by law) computed at



-17-

the Overdue Rate on the amount of such installment, from 
the due date of such installment to the date of payment 
thereof.  To the extent that Lessee pays any Additional 
Charges to Lessor pursuant to any requirement of this 
Lease (which charges are not payable to Lessor), Lessee 
shall be relieved of its obligation to pay such Additional 
Charges to the entity to which they would otherwise be due 
and Lessor shall pay same from monies received from 
Lessee.



3.5	Security Deposit.  Lessee shall pay to Lessor a 
security deposit in the amount of $O; 12rovided, however. 
in the event the obligations of Lessee or Guarantor are 
assigned or transferred pursuant to a change of control 
permitted under Section 23.4 hereof, such transferee shall 
pay Lessor a Security deposit in the arnount of $200,000 
(the "Security Deposit").  The total outstanding principal 
balance under the Guaranty Agreement shall be reduced by 
$200,000, or such lesser amount then outstanding under the 
Guaranty Agreement, upon payment of the Security Deposit.  
Lessor shall have the right to offset any amounts owing to 
Lessor under this Lease against the security deposit.  
Subject to this right, upon the termination of this Lease, 
Lessor shall refund the security deposit to Lessee, 
without interest.



3.6	Conversion of Propea.  If, during the Term, 
Lessee wishes to cease food and beverage operations at the 
Facility, Lessee shall give notice of such desire to 
Lessor, which shall require the approval of Lessor which 
Lessor may grant or withhold in its sole and absolute 
discretion.  Lessor and Lessee shall, if such cessation is 
to occur, commence negotiations to adjust Rent to reflect 
the proposed change to the operation of the Facility, each 
acting reasonably and in good faith; provided, however, 
that any such adjustment shall confon-n with norrnal 
business practice and shall not result in the creation of 
a Rent formula based on the income or profits of Lessee.  
All other terms of this Lease will remain substantially 
the same.  During negotiations, which shall not extend 
beyond 60 days, Lessee shall not "convert" the Facility 
and shall continue fulfilling its obligations under the 
existing terms of this Lease.  If no agreement is reached 
after such 60-day period, Lessee shall withdraw such 
notice and this Lease shall continue in full force.



3.7	Annual Revenue Pr!Qje . No later than 30 days 
prior to the commencement of each Fiscal Year, Lessee 
shall submit Annual Revenue Projections for such Fiscal 
Year to Lessor.  The Annual Revenue Projections shall be 
subject to Lessor's prior approval as to form and content 
and shall be in such fonn and shall contain such 
information as Lessee included in its annual revenue 
projections in accordance with its past practice, and 
shall, in any event, include the following:



(a)     Lessee's reasonable estimate of Room and 
Other Revenues and Food and Beverage
Revenues for the Fiscal Year itemized on a monthly 
basis; and

(b)     A projection of the Percentage Rent 
payable for such Fiscal Year.

Lessee will prepare, for Lessor's approval, quarterly 
revisions to such projections, as necessary, to be
delivered to Lessor within 15 days after the end of the 
first three calendar quarters of a Fiscal Year.



3.8	Annual Capital Expenditures Budget.  Subject to 
the provisions of Sections 8.1, 9.2 and
19.	1 (a), Lessor, at its sole expense, shall be 
responsible for all Capital Expenditures as defmed in 
this Section
3.8	and in accordance with Exhibit I attached hereto and 
incorporated herein by reference, provided,
however, Lessor shall not be obligated to make any Capital 
Expenditure the need for which Lessor disputes or objects 
to in good faith.  Not later than 60 days prior to the 
commencement of each Fiscal Year or Partial Fiscal Year, 
Lessee shall submit to Lessor for Lessoes approval, 
Lessee's proposed Annual Capital Expenditures Budget.  The 
Annual Capital Expenditures Budget (the "Capital 
Expenditures Budget") shall be subject to Lessoes approval 
and shall contain the following:



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(a)	Lessee's estimate of the amounts to be 
expended during the upcoming Fiscal Year to renew, replace 
or refurbish fixtures, fiimiture and equipment and a 
reasonably detailed description of the expenses to be 
incurred, and Lessee's estimate of the amount that will be 
expended during the upcoming Fiscal Year on capital 
repairs, replacements and improvements to the Leased 
Improvements, including, but not limited to, the building 
envelope, exterior skin and landscaping of the Facility, 
together with a reasonably detailed description of the 
capital repairs, replacements and improvements that will 
be undertaken.  The expenditures referred to in this 
Section 3.8 are referred to in this Lease as "Capital 
Expenditures."



(b)	A capital renewal program showing the 
major anticipated Capital Expenditures and that will be 
incurred over the ensuing three year and five year 
periods.  Lessor shall have the right to comment on or 
approve the Capital Expenditures Budget, which approval 
shall not be unreasonably withheld.  If Lessor shall not 
give its approval to the Capital Expenditures Budget, 
Lessee shall revise the Capital Expenditures Budget, as 
may be required to obtain Lessor's consent thereto.



The Capital Expenditures Budget shall be consistent with 
Lessee's policies as to Capital Expenditures as set
forth on Exhibit I.



3.9	Cal2itat Exl2enditure Reserve.  Lessor shall 
establish and maintain a reserve to provide for the 
Capital Expenditures costs at the Facility.  In addition, 
Lessor shall reserve a quarterly amount equal to 4% 
percent of the Gross Revenue.  Subject to the provisions 
of Section 19. 1 (a), such reserve shall be used to defer 
the costs of Capital Expenditures at the Facility; 
provided that Lessor, in its reasonable discretion, shall 
be entitled to use such funds for other purposes if 
adequate reserves remain for the purpose of Capital 
Expenditures at the Facility.



3.10	A1212lication of Capital Exl2enditure Reserve.  
When amounts are budgeted and agreed to be spent for 
Capital Expenditures, Lessee shall be responsible for the 
implementation of the Capital Expenditure program and 
shall make periodic draws on the Capital Expenditure 
Reserve by the presentation to Lessor of appropriate 
documentation, as described below, establishing the 
amounts to be paid in accordance with the Capital 
Expenditure Budget, and including such other supporting 
documentation as Lessor may reasonably require.  Without 
limiting the foregoing, Lessee shall submit monthly a 
request for payment accompanied by waivers and releases of 
liens for all subcontractors and materialmen, and a 
certification by an authorized officer of Lessee that the 
amount requested is within the Capital Expenditures Budget 
for the item or items for which payment is being requested 
and that the work and payment are strictly in accordance 
with Exhibit I (the "Request").  Within five days of 
Lessor's receipt of such documentation, Lessor either 
shall approve or deny the Request, such approval shall not 
be unreasonably withh@ld and shall not be withheld so long 
as the work was performed in a workmanlike manner in 
accordance with the Capital Expenditures Budget.  If 
Lessor approves the Request, Lessor will make the 
requested payment from the Capital Expenditure Reserve 
within ten days of invoice.  Lessor and Lessee shall 
cooperate in good faith to accomplish such implementation 
as quickly as practicable in accordance with sound 
business practices.



3.11	Unbudgeted Capital Expenditures.  No 
disbursements shall be made from the Capital Expenditure 
Reserve which are not in accordance with the Capital 
Expenditure Budget.  However, Lessor and Lessee recognize 
tha@ in certain circumstances, Capital Expenditures which 
were not budgeted may be necessary.  In the following 
circumstances, disbursements shall be made for Capital 
Expenditures from the Capital Expenditures Reserve even 
though such expenditures were not included in the Capital 
Expenditure Budget:



(i) When Lessor and Lessee agree to an addition to the 
Capital Expenditure Budget; and



-19-

(ii) When the Capital Expenditure is necessary on an 
emergency basis for any reason
including the comfort and safety of guests or employees.



3.12	AP-ent Method for Purchases of Cal2ital 
Expenditum.

(a)	Lessor hereby retains Lessee as an 
independent contractor on the terms contained in this 
Lease to act for and on behalf of Lessor as Lessoes agent 
in connection with the implementation of the Capital 
Expenditure program (not to include any Development 
Project as contemplated in Section 1.3 hereof) for the 
Facility.  Lessee's cost analysis shall be based upon the 
plans and furnishings set forth in the specifications and 
other written information agreed to be implemented under 
the Capital Expenditure Budget.  Lessee will be 
responsible for negotiating purchases of Capital 
Expenditures on Lessor's behalf.  Lessee agrees to solicit 
competitive bids for any Capital Expenditure project in 
excess of $7500 and to provide copies of the bids to 
Lessor, unless waived in writing by Lessor in advance.  
Lessee shall obtain the Lessor's approval, which approval 
may be given in its sole and absolute discretion, prior to 
engaging any architect, designer, product specifier or 
purchasing entity.  All purchases will be based on 
Lessee's or any Affiliate of Lessee's actual cost, net of 
trade discounts (including cash discounts, where 
applicable), absent any markup or other profit for Lessee.  
Lessor shall have the right to audit documents and 
accounts in connection with any Capital Expenditure.



(b)	Lessor acknowledges and agrees that 
purchase orders relating to any Capital Expenditure for 
the Project will be executed by Lessee as agent for and on 
behalf of Lessor.  Lessor further acknowledges and agrees 
that Lessee shall have no liability under this Lease or 
otherwise for payment of the Capital Expenditure or for 
freight or storage related to the Capital Expenditure 
provided that no expenditures shall be made except in 
accordance with the Budget and as provided above.



(c)	LESSOR ACKNOWLEDGES AND AGREES THAT LESSEE 
MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, 
RELATING TO QUALITY, FITNESS OR CAPACITY OF THE WORK DONE 
PURSUANT TO CAPITAL EXPENDITURES.  Lessor, as purchaser of 
the Capital Expenditure, shall have the benefit of any 
guarantees and warranties, either express or implied, from 
vendors and suppliers of the Capital Expenditure, but 
Lessee shall have no liability for any such third party 
guarantees or warranties.  Lessee will use commercially 
reasonable efforts on Lessoes behalf to obtain proper 
service for the replacement or coffection of 
unsatisfactory Capital Expenditure, but Lessee does not 
warrant its ability to obtain such service and Lessee 
shall have no obligation or responsibility to replace or 
correct any such unsatisfactory Capital Expenditure.



3.13	Lessor's Obligation to Make Cal2ital 
Expenditures.  Lessor commits to fund aggregate Capital 
Expenditures (which amounts shall include the 4% reserve 
set forth in Section 3.9 above), as follows: (i) $750,000 
during the first 16 months following the Commencement Date 
and (ii) $1,500,000 during the first 36 months following 
the Commencement Date.  During months 37 through 48 of the 
Term, Lessor commits to fund Capital Expenditures in an 
amount equal to 3% of the Gross Revenues for such time 
period less the amount by which the Capital Expenditures 
made by Lessor during the first 36 months following the 
Commencement Date exceeded 4% of the Gross Revenues over 
such 3 6 month period.  In addition, Lessor commits to 
make aggregate Capital Expenditures (which amounts shall 
include the 4% reserve set forth in Section 3.9 above) 
over the four years of the Term of this Lease commencing 
on the fourth anniversary of the Commencement Date and 
ending on the eighth anniversary of the Commencement Date, 
in an amount which is equal to or greater than 3% of the 
Gross Revenues eamed over such four year period.  The Base 
Rent shall be increased as set forth in Section 3. 1 (e) 
to the extent any such Capital Expenditures exceed the 4% 
reserve described in Section 3.9 above.  Capital 
Expenditures shall include, without limitation, any 
Capital



-20-

Expenditures made in connection with any Development 
Project.  Except as specifically set forth in this
Lease, Lessor is under no obligation to make Capital 
Expenditures except as specifically set forth herein.



ARTICLE IV

4.1	Pament of Taxes and Impositions.  Lessee shall 
pay all property taxes (except for the items in clauses 
(1) through (4) of the definition of "Impositions" set 
forth in Article 11 and except for Beach Refurbishment 
Impositions).  On an annual (Fiscal Year) basis, Lessee 
shall be responsible for the first $25,000 of Beach 
Refurbishment Impositions, Lessor shall be responsible for 
the next $25,000 ($25,000 to $50,000), Lessee shall be 
responsible for the next $25,000 ($50,000 to $75,000) and 
Lessor shall be responsible for all annual Beach 
Refurbishment Impositions in excess of $75,000.  Subject 
to Article XII relating to permitted contests, each party 
will pay, or cause to be paid, all Impositions imposed on 
each of them, respectively, before any fme, penalty, 
interest or cost may be added for non-payment, such 
payments to be made directly to the taxing or other 
authorities where feasible, and will promptly fumish to 
the other party copies of official receipts or other 
satisfactory proof evidencing such payments; provided, 
however, Lessee shall pay all Impositions in respect of 
the Initial FF&E and the Leased Property and this Lease 
(other than fees, property taxes and taxes imposed on 
Lessoes income from the Leased Property).  Lessor and 
Lessee shall, upon request of the other, provide such data 
as is maintained by the party to whom the request is made 
with respect to the Leased Property as may be necessary to 
prepare any required retums and reports.  Lessee shall 
file all personal property tax retums in such 
jurisdictions where it is legally required to so file.  
Lessor, to the extent it possesses the same, and Lessee, 
to the extent it possesses the same, will provide the 
other party, upon reques@ with cost and depreciation 
records necessary for filing retums for any property so 
classified as personal property.  Where Lessor is legally 
required to file personal property tax retums, Lessor 
shall provide Lessee with copies of assessment notices in 
sufficient time for Lessee to file a protest.  Lessee may, 
upon notice to Lessor, at Lessee's option and at Lessee's 
sole expense, protest, appeal, or institute such other 
proceedings (in its or Lessoes name) as Lessee may deem 
appropriate to effect a reduction of real estate or 
personal property assessments for those Impositions to be 
paid by Lessee, and Lessor, at Lessee's expense as 
aforesaid, shall fully cooperate with Lessee in such 
protest, appeal, or other action.  Lessee hereby agrees to 
indemnify, defend, and hold harmless Lessor from and 
against any claims, obligations, and liabilities against 
or incurred by Lessor in connection with such cooperation, 
although Lessee is not liable for the amount of any (i) 
Real Estate Taxes or (ii) personal property taxes 
attributable to personal property owned by Lessor.  
Lessor, however, reserves the right to effect any such 
protest, appeal or other action and, upon notice to 
Lessee, shall control any such activity, which shall then 
go forward at Lessoes sole expense.  Upon such notice, 
Lessee, at Lessoes expense, shall cooperate fully with 
such activities.



4.2	Utiliiy Charges.  Lessee will be solely 
responsible for obtaining utility services to the Leased 
Property and will pay, or cause to be paid, all charges 
for electricity, gas, oil, water, sewer and other 
utilities attributable to, or used on, under or in the 
Leased Property during the Term as such charges become 
due.



4.3	Insurance Premiums.  Lessee will pay or cause to 
be paid all premiums for the insurance coverages required 
to be maintained by it under Article Xiii.  Lessor shall 
pay or cause to be paid all premiupis for the insurance 
coverages required to be maintained by it under Article 
VIII.

I



ARTICLE V

No Termination, Abatement,Etc.  Except as otherwise 
specifically provided in this Lease, Lessee,
to the extent permifted by law, shall remain bound by this 
Lease in accordance with its terms and shall



-21-

neither take any action without the written consent of 
Lessor to modify, surrender or terminate the saine, nor 
seek nor be entitled to any abatement, deduction, 
deferment or reduction of the Rent, or setoff against the 
Ren@ nor shall the obligations of Lessee be otherwise 
affected by reason of (a) any damage to, or destruction 
of, any Leased Property or any portion thereof from 
whatever cause or any Taking of the Leased Property or any 
portion thereof, (b) any claim which Lessee has or might 
have against Lessor by reason of any default or breach of 
any warranty by Lessor under this Lease or any other 
agreement between Lessor and Lessee, or to which Lessor 
and Lessee are parties, (c) any bankruptcy, insolvency, 
reorganization, composition, readjustment, liquidation, 
dissolution, winding up or other proceedings affecting 
Lessor or any assignee or transferee of Lessor, (d) any 
lawful or unlawful prohibition of, or restriction upon, 
Lessee's use of Leased Property, or interference with such 
use, or (e) for any other cause whether similar or 
dissimilar to any of the foregoing.  Except as otherwise 
specifically provided in this Lease, Lessee hereby 
specifically waives all rights, arising from any 
occurrence whatsoever, which may now or hereafter be 
conferred upon it by law to (1) modify, surrender or 
terminate this Lease or quit or surrender the Leased 
Property or any portion thereof, or (2) abate, reduce, 
suspend or defer Rent or other sums payable by Lessee 
hereunder, except as otherwise specifically provided in 
this Lease.  The obligations of Lessee hereunder shall be 
separate and independent covenants and agreements and the 
Rent and all other sums payable by Lessee hereunder shall 
continue to be payable in all events unless the 
obligations to pay the same shall be terminated pursuant 
to the express provisions of this Lease or by termination 
of this Lease other than by reason of an Event of Default.



ARTICLE VI



6.1	Ownershil2 of the Leased Propea.  Lessee 
acknowledges that the Leased Property is the propert7y of 
Lessor and that Lessee has only the right to the 
possession and use of the Leased Property upon the terms 
and conditions of this Lease.



6.2	Lessee's Personal Propegy.  Throughout the Term, 
Lessee will acquire, own, maintain and replace such 
personal property (other than Capital Expenditures) and 
Inventory as is required to operate the Leased Property as 
a hotel and, otherwise, in the manner contemplated by this 
Lease.  At all times during the Term, Lessee shall 
maintain an adequate and customary supply of Inventory 
consistent with historical practices and Franchisor 
requirements, if any.  Lessee may (and shall as provided 
herein below), at its expense, install, affix or assemble 
or place on any parcels of the Land or in any of the 
Leased Improvements, any items of personal property 
(including Inventory) owned by Lessee (collectively, the 
"Lessee's Personal Property").  Lessee, at the 
commencement of the Term, and from time to time 
thereafter, shall provide Lessor with an accurate list of 
all such items of the Lessee's Personal Property.  Lessee 
may, subject to the conditions set forth in this Section 
6.2, Section 6.3, Section 6.4 and Section 36, remove any 
of Lessee's Personal Property set forth on such list 
(other than any items of Initial FF&E) at any time during 
the Term or upon the expiration or any prior termination 
of the Term; provided, however, that any fixtures, 
fumiture, equipment or capital improvement purchased by 
Lessee as Capital Expenditures or in replacement of any 
item of Initial FF&E shall be a part of the Facility and 
the Leased Propert7y upon the acquisition, installation or 
construction thereof and shall be and remain the property 
of Lessor upon expiration of the Terin or earlier 
termination of this Lease.  All of Lessee's Personal 
Property not removed by Lessee within ten days following 
the expiration or earlier termination of the Term shall be 
considered abandoned by Lessee and may be appropriated, 
sold, destroyed or otherwise disposed of by Lessor without 
first giving Notice thereof to Lessee, without any payment 
to Lessee and without any obligation to account therefor.  
Lessee will, at its expense, restore the Leased Property 
to the condition required by Section 9.l(b), including 
repair of all damage to the Leased Property caused by the 
removal of Lessee's Personal Property, whether effected by 
Lessee or Lessor.  Lessee may make such financing 
arrangements, title retention agreements, leases or other 
agreements with respect to the Lessee's Personal 
Property'as it sees fit provided that Lessee first advises



-22-

Lessor of any such arrangement and such arrangement 
expressly provides that in the event of Lessee's default
thereunder, Lessor may assume Lessee's obligations and 
rights under such arrangement.



6.3	Lessoes Lien.  To the fullest extent permitted 
by applicable law, Lessor is granted a lien and security 
interest on all of Lessee's Personal Property (including, 
without limitation, the Initial FF&E) now or hereinafter 
placed in or upon the Leased Property, and such lien and 
security interest shall remain attached to Lessee's 
Personal Property until payment in fWl of all Rent and 
satisfaction of all of Lessee's obligations hereunder; 
provided, however, Lessor shall subordinate its lien and 
security interest to any purchase money security interest 
of any non-Affiliate of Lessee which finances the purchase 
of such Personal Property, the terms and conditions of 
such subordination to be satisfactory to Lessor in the 
exercise of reasonable discretion.  Lessee shall, upon the 
request of Lessor, execute such financing statements, 
estoppel certificates and other documents or instruments 
reasonably requested by Lessor to perfect the lien and 
security interests herein granted.  The lien and security 
interest granted hereunder shall be evidenced by a 
Security Agreement executed by Lessee in favor of Lessor 
in the forrn of Exhibit J attached hereto and incorporated 
by reference.



6.4	Initial FF&E.  Lessor acknowledges that Lessee 
is the owner of the Initial FF&E.  Notwithstanding the 
immediately preceding sentence, for purposes of the 
following provisions of this Lease, the terrn "Leased 
Property," when used in such provisions shall include the 
Initial FF&E: 8.1, 8.2, 8.3, 9.1, Article XI, 13.1, 13.6, 
14. 1, and 14.2. Upon termination of this Lease on the 
basis of a default by Lessee hereunder, Lessor shall 
retain an appraiser to appraise the value, on a 
liquidation basis, of any remaining Initial FF&E used in 
the operation of the Leased Property (the "Appraised 
Value").  Upon any such termination, Lessee shall convey 
to Lessor by bill of sale and other appropriate 
instruments of conveyance any Initial FF&E used in the 
operation of the Leased Property (the "Conveyance").  In 
consideration of the Conveyance, any damages suffered by 
Lessor by reason of Lessee's default shall be offset and 
reduced by the amount of the Appraised Value.



ARTICLE VII

7.1	Condition of the Leased Prope!iy.  Lessee 
acknowledges receipt and delivery of possession of the 
Leased Property.  Lessee has examined and otherwise has 
knowledge of the condition of the Leased Property and has 
found the same to be satisfactory for its purposes 
hereunder.  Lessee is leasing the Leased Property "as is," 
"where is" and with "all faults," in its present 
condition.  Lessee waives any claim or action against 
Lessor in respect of the condition of the Leased Property 
existing as of the Commencement Date.
THE LEASED PROPERTY IS DEMISED IN ITS PRESENT 
CONDITION WIT'HOUT REPRESENTATION OR WARRANTY (EXPRESSED 
OR IMPLIED) BY LESSOR AND SUBJECT TO THE RIGHTS OF PARTIES 
IN POSSESSION, AND TO THE EMSTFNG STATE OF TLTLE INCLUDING 
ALL CURRENT AND FUTURE COVENANTS, CONDITIONS, 
RESTRICTIONS, EASEMENTS AND OTHER MATTERS (NOT LINHTED TO 
ITEMS OF RECORD) INCLUDING ALL APPLICABLE LEGAL 
REQUIREMENTS, TBE LIEN OF FINANCING INSTRUMENTS, 
MORTGAGES, DEEDS OF TRUST AND SECURITY DEEDS, AND 
INCLUDING OTHER MAT-RERS WHICH WOULD BE DISCLOSED BY AN 
INSPECTION OF THE LEASED PROPERTY OR BY AN ACCURATE SURVEY 
THEREOF.  LESSOR MAKES NO WARRANTY OR REPRESENTATION, 
EXPRESS OR IMPLIED, IN RESPECT OF nt LEASED PROPERTY, OR 
ANY PART THEREOF, EITHER AS TO ITS FIT'NESS FOR USE, 
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR 
OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSI-
HP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL 
SUCH RISKS ARE TO BE BORNE BY LESSEE.  LESSEE ACKNOWLEDGES 
THAT TBE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND 
IS SATISFACTORY TO IT. Notwithstanding the foregoing, 
however, to the extent permitted by law, Lessor hereby 
assigns to Lessee



-23-

all of Lessor's rights to proceed against any predecessor 
in title other than Lessee (or an Affiliate of Lessee 
which conveyed the Leased Property to Lessor) for breaches 
of warranties or representations or for latent defects in 
the Leased Property.  Lessor shall fully cooperate with 
Lessee in the prosecution of any such claim, in Lessor's 
or Lessee's naine, all at Lessee's sole cost and expense.  
Lessee hereby agrees to indemnify, defend and hold 
harinless Lessor from and against any claims, obligations 
and liabilities against or incurred by Lessor in 
connection with such cooperation.  All amounts recovered 
that are attributable to the period after the Terin shall 
belong to Lessor.



7.2	Use of the Leased Pro@.

(a)	Lessee covenants that it will 
proceed with all due diligence and will 
exercise its best
efforts (excluding the	making of any extraordinary 
payments) to obtain and to maintain all 
approvals needed
to use and operate the	Leased Property and the Facility 
under applicable local, state and federal 
law.



(b)	Lessee shall use or cause to be used the 
Leased Property only as a hotel facility (including food 
and beverage operations) of a caliber consistent with its 
present use, and for such other uses as may be necessary 
or incidental to such use or such other use as otherwise 
app@oved by Lessor (the "Primary Intended Use").  Lessee 
shall not use the Leased Property or any portion thereof 
for any other use without the prior written consent of 
Lessor, which consent may be granted, denied or 
conditioned in Lessoes sole discretion.  No use shall be 
made or permitted to be made of the Leased Property, and 
no acts shall be done, which will cause the cancellation 
or increase the premium of any insurance policy covering 
the Leased Property or any part thereof (unless another 
adequate policy satisfactory to Lessor is available and 
Lessee pays any premium increase), nor shall Lessee sell 
or permit to be kept, used or sold in or about the Leased 
Property any article which may be prohibited by law or 
fire undenvriter's regulations.  Lessee shall, at its sole 
cost, comply with all of the requirements pertaining to 
the Leased Property of any insurance board, association, 
organization or company necessary for the maintenance of 
insurance, as herein provided, covering the Leased 
Property and Lessee's Personal Property.



(c)	Subject to the provisions of 
Articles MV and XV Lessee covenants and 
agrees that
during the Tenn it will	(1) maintain, at a minimum, the 
current ratings for the Facility by AAA 
and Mobil,
if so rated, (2) operate	continuously the Leased Property 
as a hotel facility of the class 
currently operated at
the Leased Property, (3) keep in full force and effect and 
comply with all the provisions of the Franchise Agreemen@ 
(4) not terminate or amend the Franchise Agreement without 
the consent of Lessor, (5) maintain appropriate 
certifications and licenses for such use and otherwise 
comply with all Legal Requirements (subject to Lessor's 
obligations under Section 9.1(c)), (6) seek to maximize 
the gross revenues generated therefrom consistent with 
sound business practices and (7) not allow the Facility to 
become in Poor Standing under a Franchisor guest 
satisfaction rating system.



(d)      Lessee shall not commit or suffer to be committed 
any waste on the Leased Property,
or in the Facility, nor shall Lessee cause or permit any 
nuisance thereon.



(e)	Lessee shall neither suffer nor permit the 
Leased Property or any portion thereof, or Lesspe's 
Personal Property, to be used in such a manner as (1) 
might reasonably tend to impair Lessor's

I

(or Lessee's, as the case may be) title thereto or to any 
portion thereof, or (2) may reasonably make possible a 
clairn or claims of adverse usage or adverse possession by 
the public, as such, or of implied dedication of the 
Leased Property or any portion thereof, subject to 
Lessor's prior consent.



(f)     Neither Lessee nor an Affiliate of Lessee, nor any 
of their successors or assigns shall
operate or manage any hotel, motel, resort or other 
lodging facility that is within a three mile radius of the



-24-

Hotel, other than (i) pursuant to this Lease or another 
lease, agreement or arrangement with Lessor or an 
Affiliate of Lessor, (ii) any hotel, motel, resort or 
other lodging facility operated or managed by Lessee or an 
Affiliate of Lessee on the date hereof and (iii) the 
Sanibel Harbor Resort & Spa, the Outrigger Beach Resort 
and Diamond Head Beach Resort.



(g)	Lessee shall not use, generate, handle, 
dispose or store Hazardous Materials on the Leased 
Property, except in the nonnal course of operations of the 
Leased Property as a hotel and in compliance with all 
Environmental Laws.



(h)	Lessee shall not enter into any 
collective bargaining agreements with 
respect to any of
the employees at the	Leased Property without the prior 
consent of Lessor, which shall not be 
unreasonably
withheld or delayed,	unless required by law.



(i) Lessee hereby assumes and agrees to perforin all of 
the obligations of Lessor under all
leases in effect at the Leased Property as of the date of 
commencement of the Term.



0)	Lessee represents that, as of the date 
hereof, its sole business activity consists of, and Lessee 
covenants that, during the Tenn hereof, its sole business 
activity shall consist of the lease and operation of the 
Leased Property.



7.3	Lessor to Grant Easements, Etc.  Lessor will, 
from time to time, so long as no Event of Default has 
occuffed and is continuing, at the request of Lessee and 
at Lessee's cost and expense (but subject to the approval 
of Lessor, which approval shall not be unreasonably 
withheld or delayed), (a) grant easements and other rights 
in the nature of easements with respect to the Leased 
Property to third parties, (b) release existing easements 
or other rights in the nature of easements which are for 
the benefit of the Leased Property, (c) dedicate or 
transfer unimproved portions of the Leased Property for 
road, highway or other public purposes, (d) execute 
petitions to have the Leased Property annexed to any 
municipal corporation or utility distric@ (e) execute 
amendments or additions to any covenants and restrictions 
affecting the Leased Property and (f) execute and deliver 
to any Person any instrument appropriate to confinn or 
effect such grants, releases, dedications, transfers, 
petitions and amendments (to the extent of its interests 
in the Leased Property), but only upon delivery to Lessor 
of an Officer's Certificate stating that such grant 
release, dedication, transfer, petition or amendment is 
beneficial to the proper conduct of the business of Lessee 
on the Leased Property and does not materially reduce the 
value of the Leased Property.



ARTICLE VIII

8.1	Coml2liance with Legal, Insurance Requirements, 
Lessoes Ins@rance and Tax Obligations, Subject to Article 
XII relating to permitted contests, Lessee, at its 
expense, will promptly (a) comply and cause the Leased 
Property to comply with all applicable Legal Requirements 
and Insurance Requirements in respect of the use, 
operation, maintenance, repair and restoration of the 
Leased Property; provided, however, that Lessor shall be 
responsible for all Capital Expenditures and the items in 
clauses (1) through (4) of the definition of "Impositions" 
set forth in Article H, unless the need for such Capital 
Expenditure is the result of Lessee's negligence (except 
to the extent waived pursuant to Section 13.6), misconduct 
or an Alteration (defined herein) made by or commenced by 
Lessee other than Alterations contained in the Capital 
Expenditure Budget, and (b) procure, maintain and comply 
with all appropriate licenses and other authorizations 
required for any use of the Leased Property and Lessee's 
Personal Property then being made, and for the proper 
erection, installation, operation and maintenance of the 
Leased Property or any part thereof.



-25-

8.2	Legal Requirements Covenants.  Lessee covenants 
and agrees that the Leased Property and Lessee's Personal 
Property shall not be used for any unlawful purpose, and 
that Lessee shall not permit or suffer to exist any 
unlawful use of the Leased Property by others.  Lessee 
shall acquire and maintain all appropriate licenses, 
certifications, permits and other authorizations and 
approvals needed to operate the Leased Property in its 
customary manner for the Primary Intended Use, and any 
other lawful use conducted on the Leased Property as may 
be permitted from time to time hereunder.  Lessee further 
covenants and agrees that Lessee's use of the Leased 
Property and maintenance, alteration, and operation of the 
same, and all parts thereof, shall at all times conform to 
all Legal Requirements, unless the same are finally deten-
nined by a court of competentjurisdiction to be unlawful 
(and Lessee shall cause all such sub-tenants, invitees or 
others to so comply with all Legal Requirements).  Lessee 
may, however, upon prior Notice to Lessor, and subject to 
the provisions of Article XI[I, contest the legality or 
applicability of any such Legal Requirement or any 
licensure or certification decision if Lessee maintains 
such action in good faith, with due diligence, without 
prejudice to Lessor's rights hereunder, and at Lessee's 
sole expense.  If by the terms of any such Legal 
Requirement compliance therewith pending the prosecution 
of any such proceeding may legally be delayed without the 
incurrence of any lien, charge or liability of any kind 
against the Facility or Lessee's leasehold interest 
therein and without subjecting Lessee or Lessor to any 
liability, civil or criminal, for failure so to comply 
therewith, Lessee may delay compliance therewith until the 
final determination of such proceeding.  If any lien, 
charge or civil or criminal liability would be incurred by 
reason of any such delay, Lessee, on the prior written 
consent of Lessor, which consent shall not be unreasonably 
withheld, may nonetheless contest as aforesaid and delay 
as aforesaid provided that such delay would not subject 
Lessor to criminal liability and Lessee both (a) fumishes 
to Lessor security reasonably satisfactory to Lessor 
against any loss or injury to Lessor by reason of such 
contest or delay and (b) prosecutes the contest with due 
diligence and in good faith.



8.3     Environmental Covenants.  In addition to, and not 
in diminution of, Lessee's covenants and
undertakings in Sections 8.1 and 8.2 hereof, Lessee 
covenants and undertakes with Lessor as follows:



(a)	At all times hereafter until such time as 
all liabilities, duties or obligations of Lessee to the 
Lessor under the Lease have been satisfied in full, Lessee 
shall fully comply with all Environmental Laws applicable 
to the Leased Property and the operations thereon, enforce 
any O&M program adopted by Lessor relating to the 
Facility, and treat encapsulated products properly during 
renovations or otherwise, subject to Lessoes obligation to 
pay for Capital Expenditures.  Lessee agrees to give 
Lessor prompt written notice of (1) all Environmental 
Liabilities; (2) all pending, threatened or anticipated 
Proceedings, and all notices, demands, requests or 
investigations, relating to any Environmental Liability or 
relating to the issuance, revocation or change in any 
Environmental Authorization required for operation of the 
Leased Property; (3) all Releases at, on, in, under or in 
any way affecting the Leased Property, or any Release 
known by Lessee at, on, in or under any property adjacent 
to or near the Leased Property; and (4) all facts, events 
or conditions that could reasonably lead to the occurrence 
of any of the above-referenced matters.



(b)	Lessor hereby agrees to defend, indemnify 
and save harmless any and all Lessee Indemnified Parties 
from and against a:ny and all Identified Environmental 
Liabilities and Unidentified Enviromnental Liabilities, in 
all cases, which were caused by the acts or negligent 
failures to act of Lessor.  Lessor' ' s responsibility to 
indemnify Lessee under this subsection (b) shall survive 
th.e termination of this Lease.



(c)	Lessee hereby agrees to defend, indemnify 
and save harmless any and all Lessor Indemnified Parties 
from and against any and all Unidentified Envirom-nental 
Liabilities caused by the acts or negligent failures to 
act of Lessee.  Notwithstanding the foregoing, to the 
extent any such Environmental Liability was caused by the 
acts or negligent failure to act of Lessee prior to the 
Commencement Date,



-26-

Lessee shall defend, indemnify, and save Lessor hannless 
only to the extent Messrs.  Bogott or Naylor, or Ms. 
Camarillo knew or should have known in their capacities as 
employees or officers of Lessee, Guarantor or any 
Affiliate of Lessee or Guarantor, of any such act or 
failure to act.  Lessee's responsibility to indemnify 
Lessor under this subsection (c.) shall survive the 
termination of this Lease.



(d)	If any Proceeding is brought against any 
Indemnified Party in respect of an Environmental Liability 
with respect to which such Indemnified Party may claim 
indemnification under either Section 8.3(b) or (c) (an 
"Indemnified Environmental Liability"), the Indemnifying 
Party, upon request, shall at its sole expense resist and 
defend such Proceeding, or cause the same to be resisted 
and defended by counsel designated by the Indemnified 
Party and approved by the Indemnifying Party, which 
approval shall not be unreasonably withheld; provided, 
however, that such approval shall not be required in the 
case of defense by counsel designated by any insurance 
company undertaking such defense pursuant to any 
applicable policy of insurance.  Each Indemnified Party 
shall have the right to employ separate counsel in any 
such Proceeding and to participate in the defense thereof, 
but the fees and expenses of such counsel will be at the 
sole expense of such Indemnified Party unless such counsel 
has been approved by the Indemnifying Party, which 
approval shall not be unreasonably withheld.  The 
Indemnifying Party shall not be liable for any settlement 
of any such Proceeding made without its consent, which 
shall not be unreasonably withheld, but if settled with 
the consent of the Indemnifying Party, or if settled 
without its consent (if its consent shall be unreasonably 
withheld), or if there be a final, nonappealable judgment 
for an adversarial party in any such Proceeding, the 
Indemnifying Party shall indemnify and hold harmless the 
Indemnified Parties from and against any liabilities 
incurred by such Indemnified Parties by reason of such 
settlement or judgment.



For purposes of this Section 8.3, all amounts for 
which any Indemnitee seeks indemnification shall be 
computed net of (a) any actual income tax benefit 
resulting therefrom to such Indemnitee, (b) any insurance 
proceeds received (net of tax effects) with respect 
thereto, and (c) any amounts recovered (net of tax 
effects) from any third parties based on claims the 
Indemnitee has against such third parties which reduce the 
damages that would otherwise be sustained; provided that 
in all cases, the timing of the receipt or realization of 
insurance proceeds or income tax benefits or recoveries 
from third parties shall be taken into account in 
determining the amount of reduction of damages.  Each 
Indemnitee agrees to use its reasonable efforts to pursue, 
or assign to Lessee, any claims or rights it may have 
against any third party which would materially reduce the 
amount of damages otherwise incurred by such Indemnitee.



Notwithstanding anything to the contrary 
contained in this Lease, if Lessor shall become entitled 
to the possession of the Leased Property by virtue of the 
termination of this Lease or repossession of the Leased 
Property, then Lessor may assign its indemnification 
rights under Section 8.3 of this Lease (but not any other 
rights hereunder) to any Person to whom the Lessor 
subsequently transfers the Leased Property, subject to the 
following conditions and limitations, each of which shall 
be deemed to be incorporated into the terms of such 
assignment, whether or not specifically referred to 
therein;



(1)	The indemnification rights referred to in this 
section may be assigned only if a known Environmental 
Liability then exists or if a Proceeding is then pending 
or, to the knowledge of Lessee or Lessor, then threatened 
with respect to the Leased Property;



(2)     Such indemnification rights shall be limited to 
Indemnified Environmental
Liabilities relating to or specifically affecting the 
Leased Property; and



-27-

(3) Any assignment of such indemnification rights 
shall be limited to the
immediate	transferee of Lessor, and shall not extend to 
any such transferee's successors or
assigns.



(e)	At any time any Indemnitee has reason to 
believe circumstances exist which could reasonably result 
in an Indemnified Enviromnental Liability, upon reasonable 
prior written notice to Lessee stating such Indemnitee's 
basis for such belief, an Indemnitee shall be given 
immediate access to the Leased Property (including, but 
not limited to, the right to enter upon, investigate, 
drill wells, take soil borings, excavate, monitor, test, 
cap and use available land for the testing of remedial 
technologies), Lessee's employees, and to all relevant 
documents and records regarding the matter as to which a 
responsibility, liability or obligation is asserted or 
which is the subject of any Proceeding; provided that such 
access may be conditioned or restricted as may be 
reasonably necessary to ensure compliance with Legal 
Requirements and the safety of personnel and facilities or 
to protect confidential or privileged information.  All 
Indemnitees requesting such immediate access and 
cooperation shall endeavor to coordinate such efforts to 
result in as minimal interruption of the operation of the 
Leased Property as practicable.



8.4	Asset Management Covenants.

(a)	Lessee covenants and agrees to maintain a 
REVPAR of at least 122.4% of the REVPAR of the Competitive 
Set for each calendar year or similar comparative period.  
Lessee will not reposition the mix of customers 
historically serviced by the Facility such that a Customer 
Ratio increases or decreases over a Fiscal Year by more or 
less than 50% of the prior year's Customer R@tio.  
Notwithstanding the foregoing, Lessee shall not be in 
breach of this covenant and shall not be in default 
pursuant to Section 16. 1 (n) unless Lessor is in 
compliance with Section 3.13 hereof



(b)	Lessee shall permit Lessor, upon 
reasonable notice, access to the Hotel's General Manager, 
executive committee and other key personnel as Lessor may 
elect to interview, to obtain information regarding the 
programs and policies in effect at the Hotel, including, 
without limitation, any programs or policies directly or 
indirectly relating the Lessee's compliance with Section 
8.4(a). Upon request by Lessor, Lessee shall promptly 
fumish Lessor with any and all reports, policies or 
programs in effect at the Hotel.



(c)	Upon request by Lessor, Lessee will 
provide Lessor with regular "flash" reports or other 
reports reasonably requested by Lessor to allow Lessor to 
remained informed about changing conditions at the Hotel 
and in the market in which the Hotel operates.



(d)	Within 20 days following the end of each 
calendar month, lessee shall fumish Lessor with a 
statement (in such form and detail as Lessor may require 
from time to time) reflecting the computation of each rent 
calculation set forth in Section 3 hereof, including any 
month-end adjustments, write-offs or other items which 
would impact the rent calculations.



8.5     Net Wortb Rel2resentations/Covenants.
I
(a)	Lessee represents and warrants that as of 
the date hereof, Lessee has a Consolidated Net Worth of at 
least $2,000,000 (Consolidated Net Worth for this Section 
8.5 shall exclude any Consolidated Net Worth attributable 
to Lessee's $2,000,000 payment made to obtain the Initial 
FF&E).  Lessee shall retain such portion of the Lessee's 
After Tax Eamings as is necessary to cause its 
Consolidated Net Worth to remain at least equal to 
$2,000,000.  Lessee shall also be prohibited from paying, 
or entering in to any agreement obligating it to pay, any 
fee, salary or other compensation or stim to an Affiliate 
of



-28-

Lessee which would, or could, result in a reduction of the 
Net Worth of the Lessee below $2,000,000 except
to the extent such payment is made pursuant to an 
Operational Agreement as defined in Section 23.3 hereof.



Except as provided herein,(a) Lessee's assets 
shall consist solely of cash, marketable securities, 
accounts receivable relating to hotel revenues, 
inventories and other assets customarily associated with 
the operation of a hotel, and (b) no portion of the assets 
of Lessee shall be comprised of (i) advances, accounts 
receivable, or other claims against an Affiliate of the 
Lessee, or (ii) any long term or illiquid asset as defined 
under GAAP.  Notwithstanding the preceding sentence, up to 
$1,900,000 of the assets may be comprised of the Guaranty 
Agreement and up to $2,000,000 of the assets may be 
comprised of any asset relating to Lessee's $2,000,000 
payment made to purchase the Initial FF&E (which 
$2,000,000 amount will be excluded from Net Worth in any 
case).



"After Tax Eamings," for any period, means the 
consolidated net income of Lessee and its subsidiaries 
(determined in accordance with Generally Accepted 
Accounting Principles ("GAAP") for that period, less the 
Tax Distribution Amount for that period.



The "Tax Distribution Amount," for any period, 
means the hypothetical combined incremental federal, state 
and local business, income tax liabilities of Lessee's 
members and their shareholders (without duplication of 
amounts) for that period, as reasonably computed by Lessee 
by using the statutory rates applicable to and computed 
solely upon the taxable income, gain, loss, deductions and 
credits of Lessee for that period, but no liability so 
computed may be less than zero. -



8.6	Room Rate Covenant.  Lessee covenants and agrees 
that, for any 30 day period, revenue attributable to rooms 
sold at a rent below 50% of the Average Daily Rate, will 
not exceed five percent of the Rooms and Other Revenues.



ARTICLE 12i



9.1	Maintenance and Rel2air.

(a)	Subject to Lessor's obligation to make 
Capital Expenditures and performance of Lessoes 
obligations under Subsection 9. 1 (c), Lessee, at its sole 
expense, shall keep the Leased Property in good order and 
repair, consistent with standards for a first class, 
upscale, full service hotel.  Not later than 3 0 days 
prior to the commencement of each Fiscal Year or Partial 
Fiscal Year, Lessee shall submit to Lessor a detailed 
maintenance and repair plan (the "M&R Plan") and budget.  
Lessor shall have the right to require reasonable 
increases to the M&R Plan in order to maintain the 
Facility as a first class, upscale, full service hotel.  
Lessee shall permit Lessor and its authorized 
representatives, as frequently as reasonably requested by 
Lessor, to inspect the Leased Property and to require 
Lessee to take such reasonable actions necessary to keep 
the Leased Property in good order and repair, consistent 
with standards for a first class, upscale, full service 
hotel and consistent with Franchisor requirements.



Except as otherwise provided in Section 9. 1 
(b), Article XIV or Article X'V, and subject to Lessor's 
obligation to make Capital Expenditures, Lessee shall, 
with reasonable promptness, make all necessary and 
appropriate repairs, replacements, and improvements 
thereto of every kind and nature, whether interior or 
exterior ordinary or extraordinary, foreseen or 
unforeseen, or arising by reason of a condition existing 
prior to the commencement of the Term of this Lease 
(concealed or otherwise), or required by any governmental 
agency having jurisdiction over the Leased Property or by 
Franchisor, or by Lessor, or by any company maintaining 
insurance with respect to the Leased Property.  Lessee, 
however, shall be permitted



-29-

upoii prior written notice to Lessor to prosecute claii-ns 
against Lessor's predecessors in title for breach of any 
representation or warranty or for any latent defects in 
the Leased Property to be maintained by Lessee unless 
Lessor is already diligently pursuing or elects to 
diligently pursue such a claim.  All repairs shall, to the 
extent reasonably achievable, be at least equivalent in 
quality to the original work.  Lessee will not take or 
omit to take any action, the taking or omission of which 
might materially impair the value or the usefulness of the 
Leased Property or any part thereof for its Primary 
Intended Use.



(b)	Lessee shall, upon the expiration or prior 
termination of the Term, vacate and surrender the Leased 
Property to Lessor in the condition in which the Leased 
Property was originally received from Lessor, except as 
repaired, rebuilt, restored, altered or added to as 
permitted or required by the provisions of the Lease and 
except for ordinary wear and tear (subject to the 
obligation of Lessee to iiiaiiitaiii the Leased Property 
iii good order and repair, as provided in Subsectioii 9. 1 
(a)), dainage by casualty or Coiideiiinatioii, aiid 
Lessor's obligations with respect to Capital Expenditures.  
Lessee shall, upon expiration or prior termination of the 
Term, restore the Inventory to the levels at or in excess 
of those in existence upon the Comi-nencement Date.



(c)      Lessor shall be responsible for and pay for items 
of a capital nature as defined in
Exliibit I and to make Capital Expenditures, all as 
required by and provided in Section 3.8



9.2	Encroachments, Restrictions, Etc.  If, as a 
result of any act or omission by Lessee, any of
the Leased	Improvements, at any time, materially encroach 
upon any property, street or right-of-way
adjacent to	the Leased Property, or violate the 
agreements or conditions contained in any lawful 
restrictive
covenant or	other agreement affecting the Leased 
Property, or any part thereof, or impair the 
rights of others
under any easement or riglit-of-way to which the Leased 
Property is subject (each of the foregoing conditions 
being referred to herein as an "Encroachment"), then 
promptly upon the request of Lessor or at the beliest of 
atiy persoii affected by any SLIcii encroachment, 
violation or impairment, Lessee shall, at its expense, 
subject to its right to coiitest the existence of any 
encroachment, violation or impairment and in such case, in 
the event of an adverse final determination, eitlier (a) 
obtain valid and effective waivers or settlements of all 
claims, liabilities and damages resulting from each such 
encroachment, violation or impairment, whether the same 
shall affect Lessor or Lessee or (b) make such changes in 
the Leased Improvements, and take such other actions, as 
Lessee in the good faith exercise of its judgment deems 
reasonably practicable to remove such encroachment, and to 
end such violation or impairment, including, if necessary, 
the alteration of any of the Leased Improvements, and in 
any event take all such actions as may be necessary in 
order to be able to continue the operation of the Leased 
Improvements for the Primary Intended Use substantially in 
the manner and to the extent of the Leased Improvements 
were operated prior to tile assertion of such violation, 
impairment or encroachment.  If any such alteration is 
required for any reason other than Lessee's willful 
misconduct or gross negligence and such alteration 
satisfies the definition of "Capital Expenditure" set 
forth iii Sectioii 3.8, tile cost of such alteration shall 
be treated as Capital Expenditures and be performed 
pursuant to Section 3.8. Any such alteration shall be made 
in conformity with the applicable requirements of Article 
X. Nothing contained lierein shall be construed as 
imposing on Lessee any liability for, or responsibility 
for remedying the effects of, any Encroaciii-nent occuff 
ing other than as a result of any willful iiiiscoiiduct or 
gross iiegligeiice of Lessee, unless sucli liability is an 
operating or maintenance aiid repair expetise.  Lessee's 
obligations under this Section 9.2 shall be in addition to 
and shall in no way discharge or diminish any obligation 
of any insurer under any policy of title or other 
insurance held Lessor.



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ARTICLE X

10.1	Alterations.  Lessee shall have the right, with 
the prior approval of Lessor to make additions, 
modifications or improvements to the Leased Property in 
connection with the Primary Intended Use (collectively, 
"Alterations"), provided that such action shall not 
significantly alter the character or purposes or 
significantly detract from the value or operating 
efficiency thereof and will not impair the 
revenueproducing capability of the Leased Property or 
adversely affect the ability of Lessee to comply with the 
provisions of this Lease.  As a condition of its approval, 
Lessor may retain the right to separately approve all 
plans and specifications related to any additions, 
modifications or improvements.  Lessor may @er require 
Lessee to obtain appropriate completion bonds and to 
provide for the removal of any improvements upon the 
termination of this Lease.  The cost of such Alterations 
shall, subject to Lessoes obligations to make Capital 
Expenditures, be paid by Lessee, and all such Alterations 
shall be included under the terms of this Lease and upon 
expiration or earlier termination of the Lease shall pass 
to and become the property of Lessor.



10.2	Salvage.  All materials which are scrapped or 
removed in connection with the making of repairs or 
alterations required or permitted by Article IX or X shall 
be or become the property of Lessor or Lessee depending on 
which party is paying for or providing the financing for 
such work.



10.3	Joint Use AP-reements.  If Lessee constructs 
additional improvements that are connected to the Leased 
Property or share maintenance facilities, HVAC, 
electrical, plumbing or other systems, utilities, parking 
or other amenities, the parties shall enter into a 
mutually agreeable cross-easement or joint use agreement 
to make available necessary services and facilities in 
connection with such additional improvements, to protect 
each of their respective interests in the properties 
affected, and to provide for separate ownership, use, 
and/or financing of such improvements.



ARTICLE XI

Liens.  Subject to the provision of Article XII 
relating to permitted contests, Lessee will not directly 
or indirectly create or allow to remain and will promptly 
discharge at its expense any lien, encumbrance, 
attachment, title retention agreement or claim upon the 
Leased Property or any attachment, levy, claim or 
encumbrance in respect of the Rent, not including, 
however, (a) this Lease, (b) the matters, if any, included 
as exceptions in the title policy insuring Lessoes 
interest in the Leased Property, (c) restrictions, liens 
and other encumbrances which are consented to in writing 
by Lessor or any easements granted pursuant to the 
provisions of Section 7.3 of this Lease, (d) liens for 
those Impositions upon Lessor which Lessee is not required 
to pay hereunder, (e) subleases pen-nitted by Article 
XXIII hereof, (f) liens for Impositions or for sums 
resulting from noncompliance with Legal Requirements so 
long as (1) the same are not yet payable or are payable 
without the addition of any fine or penalty or (2) such 
liens are in the process of being contested as permitted 
by Article XII, (g) liens of mechanics, laborers, 
materialmen, suppliers or vendors for sums either disputed 
or not yet due provided that (1) the payment of such sums 
shall not be postponed under any related contract for more 
than 60 days after the completion of the action giving 
rise to such lie@ and such reserve or other appropriate 
provisions as shall be required by law or generally 
accepted accounting principles shall have been made 
therefor or (2) any such liens are in the process of being 
contested as permitted by Article XII hereof, and (h) any 
liens which are the responsibility of Lessor pursuant to 
the provisions of Article XXXIII of this Lease, or result 
from Lessoes wrongful failure to pay for Capital 
Expenditures.



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ARTICLE XII

Pennitted Contests.  Lessee shall have the right 
to contest the amount or validity of any Imposition to be 
paid by Lessee or any Legal Requirement or Insurance 
Requirement or any lien, attachment levy, encumbrance, 
charge or claim ("Claims") not otherwise permitted by 
Article XI, by appropriate legal proceedings in good faith 
and with due diligence (but this shall not be deemed or 
construed in any way to relieve, modify or extend Lessee's 
covenants to pay or its covenants to cause to be paid any 
such charges at the titne and in the manner as in this 
Article provided), on condition, however, that such legal 
proceedings shall not operate to relieve Lessee from its 
obligations hereunder and shall not cause the sale or risk 
the loss of the Leased Property, or any part thereof, or 
cause Lessor or Lessee to be in default under any 
mortgage, deed of trust or security deed encumbering the 
Leased Propert7y or any interest therein.  Upon the 
request of Lessor, Lessee shall either (a) provide a bond 
or other assurance reasonably satisfactory to Lessor that 
all Claims which may be assessed against the Leased 
Property together with interest and penalties, if any, 
thereon will be paid, or (b) deposit within the time 
otherwise required for payment with a bank or trust 
company as trustee upon terms reasonably satisfactory to 
Lessor, as security for the payment of such ClAims, money 
in an arnount sufficient to pay the same, together with 
interest and penalties in connection therewith, as to all 
Claims which may be assessed against or become a Claim on 
the Leased Property, or any part thereof, in said legal 
proceedings.  Lessee shall fumish Lessor and any lender of 
Lessor with reasonable evidence of such deposit within 
five days of the same.  Lessor agrees tojoin in any such 
proceedings if the same be required to legally prosecute 
such contest of the validity of such Claims; provided, 
however, that Lessor shall not thereby be subjected to any 
liability for the payment of any costs or expenses in 
connection with any proceedings brought by Lessee; and 
Lessee covenants to indemnify and save harmless Lessor 
from any such costs or expenses.  Lessee shall be entitled 
to any refund of any Claims and such charges and penalties 
or interest thereon which have been paid by Lessee or paid 
by Lessor and for which Lessor has been fully reimbursed.  
In the event that Lessee fails to pay any Claims when due 
or to provide the security therefor as provided in this 
paragraph and to diligently prosecute any contest of the 
same, Lessor may, upon ten days advance Notice to Lessee, 
pay such charges together with any interest and penalties 
and the same shall be repayable by Lessee to Lessor as 
Additional Charges at the next Payment Date provided for 
in this Lease.  Provided, however, that should Lessor 
reasonably determine that the giving of such Notice would 
risk loss to the Leased Property or cause damage to 
Lessor, then Lessor shall give such Notice as is practical 
under the circumstances.  Lessor reserves the right to 
contest any of the Claims at its expense not pursued by 
Lessee.  Lessor and Lessee agree to cooperate in 
coordinating the contest of any claims.



ARTICLE XIII

13.1	General Insurance Requirements.  Lessee, at its 
sole cost and ex ense, shall at all times keep

 . p the 
Leased Property and the Facility (including all personal 
property) insured with the kinds and amounts of insurance 
described below and as more specifically described on 
Exhibit K hereto and in compliance with
any	Franchise requirements; provided, however, that as to 
both Lessoi's and Lessee's insurance requirements,
the	kinds and amounts of insurance required are reasonably 
available for purchase from insurance companies
(i)	authorized to write insurance in the State and (ii) 
with a minimum financial stability rating (A.M. Best
Rating) of "A- VII" (or as otherwise reasonably acceptable 
to Lessor).  The insurance shall be maintained in the 
amounts set forth ' below with deductibles in amounts 
reasonably acceptable to Lessor.  Losses shall be payable 
to Lessor and/or its lenders.  Any loss adjustment shall 
require the written mutual consent of Lessor and Lessee, 
each acting reasonably and in good faith.  Evidence of 
insurance shall be provided to Lessor on the date hereof, 
and evidence of renewal shall be provided, through a 
binder of insurance, prior to expiration of any policy 
required hereunder.  Copies of all insurance policies 
shall be delivered to Lessor as soon as they 
are.available.



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(a)     Lessee shall provide personal propert7y coverage 
on Lessee's and Lessor's personal
property, including, without limitation, the Initial FF&E.



(b)     Lessee shall provide loss of income/business 
interruption insurance on the "special
form" with proceeds to be in the amount specified in 
Exhibit K.



(c)	Lessee shall provide commercial general 
liability insurance, with limits of not less than 
$10,000,000 per occurrence, together with excess liability 
coverage with limits of not less than $50,000,000 per 
occurrence covering the following: bodily injury, death or 
property damage, personal and advertising injury, products 
and completed operations liability, and all risk legal 
liabili . ty including, but not limited to liquor law and 
dram shop liability all insuring both Lessor and Lessee.  
All requirements shall be in conformance with Exhibit K, 
incorporated by attachment to this document.  Lessee shall 
add Lessor as "Additional Insured" to Lessee's policy of 
insurance.



(d)	Lessee shall provide insurance covering 
such other hazards and in such ainounts that may be 
customary for comparable properties in the vicinity of the 
Leased Property and reasonably acceptable to Lessor and 
available from insurance companies, authorized to do 
business in the state, and each with a minirnum financial 
stability rating (A.M. Best Rating) of at rates "A-Vll," 
at rates which are economically practicable in relation to 
the risks covered as may be reasonably required by Lessor.



(e)	Lessee shall provide fidelity bonds with 
limits and deductibles which may be reasonably requested 
by Lessor, covering Lessee's employees and crime and other 
insurance as may be reasonably required by Lessor.



(f)     Lessee shall provide Worker's Compensation 
Insurance and Employees Liability
Insurance with limits of not less than $1,000,000 per 
Exhibit K.



(g)	Lessee shall provide automobile liability 
insurance for owned, non-owned, and hired vehicles with 
limits of not less than $10,000,000 per accident.  In 
addition, physical damage insurance on owned vehicles will 
be carried.



(h)	Lessee shall provide for such other 
insurance as Lessor may reasonably request for facilities, 
such as the Leased Property and the operation thereof, 
consistent with Lessee's or Lessoes obligation hereunder.



(i)     Lessee shall provide building insurance on the 
"Special Fonn" (formerly "All Risk"
fonn) in an amount and covering such risks as Lessor may, 
in its sole and absolute discretion, require from

time to time.



0)	Lessee shall provide insurance on the 
"Comprehensive Coverage Form" for loss or dainage (direct 
or indirect) from steatn boilers, pressure vessels, 
electrical and mechanical systems, heating, ventilation 
and air conditioning ("HVAC") systems or similar 
apparatus, now or hereafter installed in the Facili@, in 
an amount and covering such risks as Lessor may, in its 
sole and absolute discretion, require from time to time.



13.2	Increase in Limits.  If either Lessor or Lessee 
at any time deems the limits of bodily injury or property 
damage liability under the commercial general liability 
insurance then carried to be either excessive or 
insufficient, Lessor and Lessee shall endeavor in good 
faith to agree on the proper and reasonable limits for 
such insurance to be carried; provided, however, that such 
limits shall not be reduced



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below a minimum limit of $10,000,000 per occurrence.  
Thereafter, such insurance shall be carried with the
limits thus agreed on until ftirther change pursuant to 
the provisions of this Section 13.2.



13.3	Blanket P li@c . Notwithstanding anything to the 
contrary contained in this Article XIII, Lessee's 
obligations to carry the insurance provided for herein may 
be brought within the coverage of a socalled blanket 
policy or policies of insurance; provided, however, that 
the coverage afforded will not be reduced or diminished or 
otherwise be different from that which would exist under a 
separate policy meeting all other requirements of this 
Lease by reason of the use of such blanket policy . of 
insurance, and provided, further, that the requirements of 
this Article XIII are otherwise satisfied.



13.4	No Sel2arate Insurance.  Lessee on its own 
initiative, or pursuant to the request or requirement of 
any third party, shall not (i) take out separate insurance 
concuffent in form or contributing in the event of loss, 
with that required in this Article XIII, or (ii) increase 
the amount of any then-existing insurance by securing an 
additional policy or additional policies, unless all 
parties having an insurable interest in the subject matter 
of the insurance, are included therein as additional 
insureds, and the loss is payable under such additional 
separate insurance in the same manner as losses are 
payable under this Lease.  The party obtaining such 
separate insurance shall notify the other party of the 
obtaining of any such separate insurance or of the 
increasing of any of the amounts of the then-existing 
insurance.  Notwithstanding the foregoing, Lessee may 
obtain insurance with respect to its leasehold interest 
hereunder so long as such insurance will not, under any 
circumstances, reduce the amount of insurance payable to 
Lessor pursuant to insurance policies obtained in 
accordance with Article XIII.



13.5	Rel2orts of Insurance Claims.  Lessee shall 
immediately investigate and make a written report to the 
appropriate insurance company as to all accidents; claims 
for damage relating to the ownership, operation, and 
maintenance of the building and Leased Improvements; any 
damage or destruction to the building and Leased 
Improvements and the estimated cost of repair thereof; and 
shall prepare any and all reports required by any 
insurance company in connection therewith.  A Proof of 
Loss shall be provided to the Lessor for approval prior to 
payment of above property claims.  All settlements and 
compromises shall be made only with the prior written 
consent of Lessor.



13.6	Waiver of Subroization.

(a)	All insurance policies covering the Leased 
Property, the Fixtures, the Facility or any personal 
property, including, without limitation, contents, fire, 
property and "special perils" insurance, shall expressly 
waive any right of subrogation on the part of the insurer 
against the other party and each party agrees to release 
the other party for any and all liability and 
responsibility to the other party, or anyone claiming 
through or under them by way of subrogation or otherwise, 
for any loss or damage to Property caused by fire or other 
casualty included in the extended coverage, even if such 
casualty shall have been caused by the negligence of the 
other party, or anyone for whom such party may be 
responsible, but only to the extent such releasing party 
is reimbursed from applicable insurance.  Such policies 
will include such waiver clause or endorsement so long as 
the same are obtainable without unreasonable extra cost, 
and in the event of such an extra charge, the other party, 
at its election, may pay the same but shall not be 
obligated to do so.



(b)	All insurance policies covering loss of 
income and business interruption shall expressly waive any 
coinsurance penalty and resulting reduction in insurance 
proceeds; provided that a waiver of coinsurance is 
available with respect to a given insurance policy.



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13.7	Fonn Satisfactoiy.  Etc. . All of the policies 
of insurance referred to in this Article XIII shall be 
written in a form satisfactory to Lessor.  Each party 
agrees that it will not unreasonably withhold its approval 
as to the form of the policies of insurance or as to the 
insurance companies selected.  All premiums therefor shall 
be paid and such policies or binders delivered and 
followed with duplicate policies as issued thereof to the 
other party prior to their effective date (and, with 
respect to any renewal policy, 30 days prior to the 
expiration of the existing policy), and in the event of 
the failure of the party required to provide such 
insurance either to effect such insurance as herein called 
for or to pay the premiums therefor, or to deliver such 
policies or certificates thereof at the times required, 
the other party shall be entitled, but shall have no 
obligation, to effect such insurance and pay the premiums 
therefor, which premiums shall be repayable upon written 
demand therefor.  Each insurer mentioned in this Article 
XIII shall agree, by endorsement to the policy or policies 
issued by it or by independent instrument, that it will 
give 30 days'written notice before the policy or policies 
in question shall be materially altered, not renewed or 
canceled.



13.8	- Failure to Obtain Insurance.  In-the event 
that Lessee shall fail to obtain or maintain any such 
insurance, Lessor shall have the right but not the 
obligation, to obtain such insurance and to charge the 
premium cost of such to Lessee as Additional Charges.



13.9	Self-Insured Deductible.  The Lessee shall 
maintain or cause the Mariner Group or Guarantor to 
maintain a "self-insured fund" to cover 100% of the 
highest per occurrence deductible or selfinsured retention 
in Lessee's insurance program.  Lessee shall keep any 
self-insured deductible fund fully funded at all times, 
and shall replenish said fund on a regular basis if it is 
depleted due to a peril insured against.  The fund shall 
be available to Lessee and Lessor to pay any insurance 
deductible.



Lessor shall be notified immediately of any change in 
deductible amount or funding amount
of any self insurance deductible fund.



Lessee agrees to contribute to said fund based 
on the value of the Leased Property to the total insured 
values of all properties in the insurance program; 
provided, however, in the event that any of the other 
contributors to the fund fail to make their respective 
contributions, Lessee shall immediately contribute such 
amounts necessary to replenish the fund in ftill and shall 
take immediate action to recover the additional 
contributions from the noncontributing parties.  Any 
contributions made to replenish fund on behalf of 
noncontributing parties shall not reduce the Guarantor's 
obligations under the Guaranty.  The Mariner Group agrees 
to indemnify and hold Guarantor and Lessee harmless for 
any cost, expense, payment or liability incurred by 
Guarantor or Lessee in connection with the payment of any 
amounts into said fund on behalf of a noncontributing 
party.



ARTICLE XIV

14.1	Insurance Proceeds.  All proceeds payable by 
reason of any loss or damage to the Leased Property, or 
any portion thereof, and insured under any policy of 
insurance required by Article XIII of this Lease shall be 
paid by the payor to Lessor.  If for any reason such 
proceeds are paid to any Person other than Lessor,lthe 
recipient shall suffender all proceeds to Lessor to be 
held in trust by Lessor in an interest-bearing account 
(subject to the provisions of Section 14.6). The net 
proceeds shall be made available for reconstruction or 
repair, as the case may be, of any damage to or 
destruction of the Leased Property, or any portion 
thereof, and shall be paid out by Lessor from time to time 
for the reasonable costs of such reconstruction or repair 
upon satisfaction of reasonable terms and conditions.  Any 
excess proceeds of insurance remaining after the 
completion of the restoration or reconstruction of the 
Leased Property shall



-35-

be paid to Lessor.  If Lessor is not required to, and 
elects not to, repair and restore, and the Lease is
terminated as described in Section 14.2(a), all such 
insurance proceeds shall be retained by Lessor.



14.2	Reconstruction in the Event of Damaize or 
Destruction Covered by Insurance.

(a)	If during the Term the Leased Property is 
totally or partially damaged or destroyed by a risk 
covered by the insurance described in Article XIII and the 
Facility thereby is -rendered Unsuitable for its Primary 
Intended Use or following such casualty the Facility is 
Uneconomic for its Primary Intended Use, Lessor shall, at 
Lessor's option, either (1) restore the Facility to 
substantially the same condition as existed immediately 
before the damage or destruction and otherwise in 
accordance with the terms of the Lease, or (2) terminate 
this Lease by Notice to Lessee given within 90 days of the 
date of such damage or destruction.  If Lessor determines 
to terminate this Lease, the Lease will terminate as of 
the date specified in Lessor's notice not later than 60 
days after such notice without further liability hereunder 
(other than liability stated to survive the expiration or 
termination hereof) and Lessor shall be entitled to retain 
all insurance proceeds.  If Lessor determines to restore 
the Facility, Lessor shall notify Lessee prior to 270 days 
following the occurrence of the event rendering the 
Facility Unsuitable for its Primary Intended Use (the 
"Casualty Event") if the Facility will be substantially 
restored prior to 365 days following the Casualty Event.  
If Lessor fails to notify Lessee within such 270 day 
period or notifies Lessee that Lessor will be unable to 
substantially restore the Facility within such 365 day 
period, then Lessee may elec@ by providing Lessor with 
written notice within 30 days of the expiration of the 270 
day period, to terminate this Lease upon expiration of the 
365 day period.  Notwithstanding the foregoing, Lessee 
shall not have the option to terminate this Lease if 
Lessor agrees, within ten days following its receipt of 
Lessee's election to terminate under this subsection, to 
abate Lessee's Rent in a manner that Lessor and Lessee 
agree is fair, just and equitable to both Lessor and 
Lessee taking into consideration, among other relevant 
factors, the number of usable rooms, the amount of square 
footage, and the Gross Revenues affected by such Casualty 
Event.



(b)	Except as provided in Section 14.6, if 
during the Term the Leased Property is partially damaged 
or destroyed by a risk covered by the insurance described 
in Article XIII, but the Facility is not thereby rendered 
Unsuitable for its Primary Intended Use, provided the 
Facility is not Unecomonic for its Primary Intended Use, 
Lessor shall restore the Facility to substantially the 
same condition as existed immediately before the damage or 
destruction and otherwise in accordance with the ten-ns of 
this Lease to the extent it can reasonably do so with the 
net insurance proceeds actually received in respect to 
such damage or destruction.  Such damage or destruction 
shall not terminate this Lease; provided, however, that if 
Lessor cannot within a reasonable time, obtain all 
necessary govemm@nt approvals, including building permits, 
licenses and conditional use permits (which time period 
shall not be less than 180 days), after diligent efforts 
to do so, in order to be able to perform all required 
repair and restoration work and to operate the Facility 
for its Primary Intended Use in substantially the same 
manner as that existing immediately prior to such damage 
or destruction and otherwise in accordance with the terms 
of this Lease, this Lease shall terminate on the date 
which is 30 days after Lessor shall have notified the 
Lessee of the passage in such Lessor's reasonable 
determination of such reasonable period of time.



1.       (c)     If Lessor elects to repair or restore the 
Leased Property pursuant to Section 14.2(a),
and thd cost of the repair or restoration exceeds the net 
amount of proceeds received by Lessor from the
insurance required under Article XIII, Lessor shall be 
obligated to contribute any excess amounts needed
to restore the Leased Property.



(d)	If Lessor elects to repair or restore the 
Facility pursuant to Section 14.2(a) or is required to 
restore the Facility'pursuant to Section 14.2(b) and the 
Facility cannot be-repaired or replaced to the original 
specifications due to local ordinances or building laws, 
then Lessor shall have the option to



-36-

rebuild the Facility to the specifications permitted by 
such ordinances or laws and Lessor shall abate Lessee's 
Rent in a manner that Lessor and Lessee agree is fair, 
just and equitable to both Lessor and Lessee taking into 
consideration, among other relevant factors, the number of 
usable rooms, the amount of square footage, and the Gross 
Revenues affected by such Casualty Event.



14.3	, Reconstruction in the Event of Damage or 
Destruction Not Covered by Insurance.  Except as provided 
in Section 14.6 below, if during the Tenn the Facility is 
totally or materially destroyed by a risk not covered by 
the insurance described in Article XIII (whether or not 
actually obtained or in full force), whether or not such 
damage or destruction renders the Facility Unsuitable for 
its Primary Intended Use, Lessor at its option shall 
either (a) repair, rebuild or restore the Facility at 
Lessor's sole expense to substantially the same condition 
it was in immediately before such damage or destruction 
and such damage or destruction shall not terminate this 
Lease, or (b) terminate this Lease by Notice to Lessee 
given within 90 days of the date of such destruction and 
this Lease will terminate as of the date specified in 
Lessoes notice not later than 60 days after such notice.  
If such damage or destruction is not material, Lessor 
shall restore the Facility to substantially the same 
condition as existed immediately before the damage or 
destruction and otherwise in accordance with the terms of 
the Lease.



14.4	Lessee's Personal Propedy.  Notwithstanding the 
foregoing, all insurance proceeds payable by reason of any 
loss of or damage to any of Lessee's Personal Property 
shall be paid to Lessee, except insurance proceeds payable 
by reason of any loss of or damage to any of the Initial 
FF&E, which shall be paid to Lessor.



14.5	Abatement of Rent.  In the event of a casualty, 
except as otherwise provided herein, this Lease shall 
remain in full force and effect and Lessee's obligation to 
make rental payments and to pay all other charges required 
by this Lease (whether through the payment of insurance 
proceeds to Lessor or other%vise) shall remain unabated.



14.6	Damatze Near End of Term.  Notwithstanding any 
provisions of Section 14.2 or 14.3 to the contrary, if 
dwnage to or destruction of the Facility occurs during the 
last 24 months of the Term, and such damage or destruction 
cannot be repaired or restored within the earlier of (i) 
12 months, or (ii) the expiration of the Terin, then 
Lessee shall have the right to terminate this Lease by 
giving written notice to Lessor within 60 days after the 
date of damage or destruction, whereupon all accrued Rent 
shall be paid immediately.



14.7	Waiver.  Lessee hereby waives any statutory 
rights of termination that may arise by reason of any 
damage or destruction of the Facility that Lessor is 
obligated to restore or may restore under any of the 
provisions of this Lease.



ARTICLE XV

15.1	Parties'Ri2hts and Obligations.  If during the 
Term there is any Condemnation of all or any part of the 
Leased Property or any interest in this Lease, the rights 
and obligations of Lessor and Lessee shall be determined 
by this Article XV.



15.2	Total Takinp-.  If title to the fee of the whole 
of the Leased Property is condemned by any Condemnor, this 
Lease shall cease and terminate as of the Date of Taking 
by the Condemnor.  If title to the fee of less than the 
whole of the Leased Property is so taken or condemned, 
which nevertheless renders the Leased Property Unsuitable 
or Uneconomic for its Primary Intended Use, Lessee and 
Lessor shall each have the option, by notice to the other, 
at any time prior to the date that is 30 days after the 
Date of Taking, to



-37-

terminate this Lease as of the Date of Taking.  Upon such 
date, if such Notice has been given, this Lease shall 
thereupon cease and terminate.  All Rent paid or payable 
by Lessee hereunder shall be apportioned as of the Date of 
Taking, and Lessee shall promptly pay Lessor such amounts.



15.3	Allocation of Award.  The total Award made with 
respect to the Leased Property or for loss of rent, or for 
Lessoes loss of business beyond the Term of this Lease, 
shall be solely the property of and payable to Lessor.  
Any Award made for the taking of Lessee's Personal 
Property, or for removal and relocation expenses of Lessee 
in any such proceedings shall be the sole property of and 
payable to Lessee.  In any Condemnation proceedings, 
Lessor and Lessee shall each seek its Award in conformity 
herewith, at its respective expense; provided, however, 
Lessee shall not initiate, prosecute or acquiesce in any 
proceedings that may result in a diminution of any Award 
payable to Lessor.



15.4	Partial T If title to less than the whole of the 
Leased Property is condemned, and the Leased Property is 
still suitable for its Primary Intended Use, and not 
Uneconomic for its Primary Intended Use, or if Lessee or 
Lessor is entitled but each fails to timely elect to 
terminate this Lease as provided in Section 15.2 hereof, 
Lessor at its cost (not to exceed the net Condemnation 
Award) shall with all reasonable dispatch after the 
payment of such award to Lessor restore the untaken 
portion of any Leased Improvements so that such Leased 
Improvements constitute a complete architectural unit of 
the same general character and condition (as nearly as may 
be possible under the circumstances) as the Leased 
Improvements existing immediately prior to the 
Condemnation.  During and after the restoration of the 
untaken portion of the Leased Property, Base Rent shall be 
abated in the manner and to the extent that is fair, just 
and equitable to both Lessee and Lessor, taking into 
consideration, among other relevant factors, the number of 
usable rooms, the amount of square footage, and the 
revenues affected by such partial Taking.  In the event 
Base Rent is abated, the Threshold Amounts shall also be 
reduced accordingly.  If Lessor and Lessee are unable to 
agree upon the amount of such abatement and for reduction 
within 30 days after such partial Taking, the matter may 
be submitted by either party to a court of competent 
jurisdiction for resolution.



15.5	Teml2orary Takin2.  If the whole or any part of 
the Leased Property or of Lessee's interest under this 
Lease is condemned by any Condemnor for its temporary use 
or occupancy, this Lease shall not terminate by reason 
thereof, and Lessee shall continue to pay, in the manner 
and at the terms herein specified, the full amounts of 
Rent and Additional Charges, but, if the entire Leased 
Property is so condemned, only to the extent of net 
proceeds of condemnation awards.  Except only to the 
extent that Lessee may be prevented from so doing pursuant 
to the terms of the order of the Condemnor, Lessee shall 
continue to perform and observe all of the other terms, 
covenants, conditions and obligations hereof on the part 
of the Lessee to be performed and observed, as though such 
Condemnation had not occurred.  In the event of any 
Condemnation as in this Section 15.5 described, the entire 
amount of any Award made for such Condemnation allocable 
to the Term, whether paid by way of damages, rent or 
otherwise, shall be paid to Lessee.  Lessor covenants that 
upon the termination of any such period of temporary use 
or occupancy it will, at its sole expense, restore the 
Leased Property as nearly as may be reasonably possible to 
the condition in which the same was immediately prior to 
such Condemnation, unless such period of temporary use or 
occupancy extends beyond the expiration of the Term, in 
which case Lessor shall not be required to make such 
restoration.



ARTICLE XVI

16.1    Events of Default.  If any one or more of the 
following events (individually, an "Event of
Default") occurs:



-38-

(a)    Lessee fails to make payment of the Base Rent when 
the same becomes due and
payable and such condition continues for a period of five 
days following receipt of written notice; or



(b)     Lessee fails to make payment of Percentage Rent 
when the same becomes due and
payable and such condition continues for a period of five 
days following receipt of written notice; or



(c)	Lessee fails to maintain, the current 
rating for the Facility by AAA or Mobil, if so rated, or 
allows the Facility to become in Poor Standing, without 
limiting Subsection (o) below; provided, however, no Event 
of Default shall occur if such failure results solely from 
Lessee's noncompliance with additional or more stringent 
terms or conditions imposed by Mobile or AAA after the 
Commencement Date in order to maintain the current ranking 
or avoid becoming in Poor Standing;



(d)	Lessee fails to observe or perfonn any 
other term, covenant or condition of this Lease and such 
failure is not cured by Lessee within a period of 30 days 
after receipt by the Lessee of Notice thereof from Lessor, 
unless such failure cannot with due diligence be cured 
within a period of 30 days, in which case it shall not be 
deemed an Event of Default if Lessee proceeds promptly and 
with due diligence to cure the failure and diligently 
completes the curing thereof; provided, however, in no 
event shall such cure period extend beyond 180 days after 
such Notice; or



(e)	Lessee or Guarantor shall file a petition 
in bankruptcy or reorganization for an arrangement 
pursuant to any federal or state bankruptcy law or any 
similar federal or state law, or shall be adjudicated a 
bankrupt or shall make an assignment for the benefit of 
creditors or shall admit in writing its inability to pay 
its debts generally as they become due, or if a petition 
or answer proposing the adjudication of the Lessee or 
Guarantor as a bankrupt or its reorganization pursuant to 
any federal or state bankruptcy law or any similar federal 
or state law shall be filed in any court and the Lessee or 
Guarantor shall be adjudicated a bankrupt and such 
adjudication shall not be vacated or set aside or stayed 
within 60 days after the entry of an order in respect 
thereof, or if a receiver of the Lessee or Guarantor or of 
the whole or substantially all of the assets of the Lessee 
or Guarantor shall be @ppointed in any proceeding brought 
by the Lessee or Guarantor or if any such receiver, 
trustee or liquidator shall be appointed in any proceeding 
brought against the Lessee or Guarantor and shall not be 
vacated or set aside or stayed within 60 days after such 
appointment; or



(f)	without Lessor's consent, Lessee is 
liquidated or dissolved, or begins proceedings toward such 
liquidation or dissolution, or, in any manner, permits the 
sale or divestiture of substantially all of its assets; or



(g)	the estate or interest of Lessee in the 
Leased Property (or any part thereof) or the Initial FF&E 
is voluntarily or involuntarily transferred, assigned, 
conveyed, levied upon or attached in an proceeding (unless 
Lessee is contesting such lien or attachment in good faith 
in accordance with Article XII hereof); or



(h)     except as a result of damage, destruction or a 
partial or complete Condemnation,
Lessee voluntarily ceases operation of the Leased Property 
for a period in excess of ten days; or



(i) the Franchise Agreement with respect to 
the Facility on the Leased Premises is
terminated by the	Franchisor as a result of any action 
or failure to act by the Lessee or any Person 
with whom

1
4
the Lessee contracts for management services at the 
Facility unless such termination is due directly to
Lessor's failure to ftind the Capital Expenditure 
requirements of Franchisor; or



-39-

0)	aii Eveiit of Default sliall occur uiider 
aiiy lease (otlier tliaii this Lease) 
betweeli

Lessor aiid Lessee; or                                
-



(k)	Except as specifically permitted iii 
Sectioii 23, a transfer of the owiiersliip or coiitrol 
(in one traiisactioii or as a result of the iiiost 
receiit traiisactioii iii a series of traiisactioiis) of 
(i) such iiuinber of voting securities (or otlier 
owiiersliip interests) of Lessee or Guaraiitor that 
possesses, directly or
indirectly, the power to direct or cause the direction 
of the iiiaiiageiiieiit or policies of Lessee or 
Guaraiitor wlietlier dirougli owiiersliip of stock, by 
contract or otlier,,vise a majority, or (ii) witli 
respect to any company ,A,Iiose stock is publicly traded 
oii a securities excliaiige, the solicitation for 
proxies iii coiiiiectioli witli the election of the 
board -of directors at a iiieetiiig of sliareliolders-, 
or

I





irec o                                                          
/a,

it
tioii 7.2(f), Ai-ticle XIX,

@ 'g. 1 3 ,



C" @





24.2; or



(ni)     Lessee's failure to adliere to the M&R Plaii, if 
aiiy, iii aiiy material respect; or



(11)    Lessee's faillire to iiiaiiitaiii a L@VI)AR of at 
least 122.4% of the L@VPAR of the
Competitive Set for eacii calendar year or similar 
comparative period; or



(o)	Fraiiciiisor property evaluation scoi-es 
drop below 800 (or, iii the event of a revision of the 
scale for sucli scores, the fuiictioiial equivalent of 
800) for two consecutive reporting periods; provided, 
liowever, iio Eveiit of Defatilt sliall occur if Lessee's 
faillire to iiiaiiitaiii aii 800 score results solely 
froni Lessors failure to iiiake Capital Expeiiditures 
required by the Fraiiciiisor or the Fraiiciiise 
Agreeiiieiit; or



(p)	Guaraiitor defaults uiider the Guaraiity 
Agreeiiieiit; or

(q)     Except as specifically permitted iii Sectioii 23, 
a sale, assigiimeiit or transfer of
(i)substantially all of the assets of Lessee or Guaraiitor 
or (ii) Lessee's interest in tlle Lease; or



(r)	Lessee's removal of tile 
Iiiitial FF&E fi-oiii the operation of 
tite Leased Property or
Lessee graiits aiiy lieii	or security interest iii or to 
the Iiiitial Fl--&E (otlier tliaii to 
Lessor) or otilei-wise

eiicuinbers the liiitial	FF&E;



tlieii, atid iii aiiy sucli eveiit, Lessor iiiay, so loiig 
as sucli Eveiit of Default coiitiiiucs, exercise one or 
iiiore remedies available to it liereiii or at law oi- iii 
c(luity iiicludiiig, but iiot Iiiiiited to, its riglit to 
terilliliate tiiis Lease by giviiig Lessee the shortest 
Notice of sucli tei-iiiiiiatioii pei-iiiitted by law.



If litigation is coniiiieiiced witli respect to 
aiiy alleged default uiider tiiis Lease, the prevailing 
party iii sucli litigation sliall receive, iii addition to 
its damages incurred, sucli suiii as the court sliall 
deteriiiiiie as its reasonable attorneys' fees, aiid all 
costs aiid expenses incurred iii coiiiiection tlierewitli.



No Event of Default (otlier tliaii a failure to 
iiiake a payiiieiit of iiioiiey) sliall be deeiiied to 
exist under clause (c) during any tiiiie the curing 
tliereof is prevented by aii Uiiavoidable Delay, provided 
that upon the cessation of sucli Uiiavoidable Delay, 
Lessee remedies SLIcli default or Eveiit of Default 
without furtlier delay.



-40-

16.2   Remedies.



(a)      If any one or more Events of Default shall occur 
and be continuing, then Lessor shall
have the right, in addition to all other rights or 
remedies available at law or in equity, at its election:



(i)	To give Lessee written notice of 
Lessor's intention to terminate this Lease on the earliest 
date permitted by law or on any later date specified in 
such notice, in which case Lessee's right to possession of 
the Leased Property shall cease and this Lease will be 
terminated on such date, except as to liability of Lessee 
expressly stated herein to survive the termination of this 
Lease, including, without limitation, liability pursuant 
to Section 16.2(d) and liability of Lessor expressly 
stated herein to survive the termination of this Lease; or



(ii)	Without further demand or notice, to 
reenter and take possession of the Leased Property or any 
part of the Leased Property, repossess the same, expel 
Lessee and those claiming through or under Lessee, and 
remove the effects of both or either, using such force for 
such purposes as may be lawful and necessary, without 
being liable for prosecution, without being deemed guilty 
of any manner of trespass, and without prejudice to any 
remedies for arrears or future payments of Base Rent, 
Percentage Rent, Additional Charges or other amounts 
payable under this Lease or as a result of any preceding 
breach of covenants or conditions; or



(iii)	To cure any Event of Default and to 
charge Lessee for the cost of 
effecting
such cure, including, without limitation, reasonable 
attomeys, fees and interest on the amount so advanced
at the Overdue Rate, provided that Lessor shall have no 
obligation to cure any such Event of Default.



(b)	Should Lessor elect to reenter as provided 
in Section 16.2(a)(ii), or should Lessor take possession 
pursuant to legal proceedings or pursuant to any notice 
provided by law while an Event of Default is continuing, 
Lessor may, from time to time, without terminating this 
Lease, relet the Leased Property or any part of the Leased 
Property in Lessor's or Lessee's name, but for the account 
of Lessee, for such term or terms (which may be greater or 
less than the period which would otherwise have 
constituted the balance of the Term of this Lease) and on 
such conditions and upon such other terms (which may 
include concessions of free rent and alteration and repair 
of the Leased Improvements) as Les@or, in its reasonable 
discretion, may determine and Lessor may collect and 
receive the rent; provided, however, that in the event 
Lessor relets the Leased Property in Lessor's or Lessee's 
name, but for the account of Lessee, Lessee shall not be 
responsible for any liability under the Lease pursuant to 
the reletting to the extent such liability is greater than 
Lessee's liability under the tenns of this Lease.  No such 
reentry or taking possession of the Leased Property by 
Lessor will be construed as an election on Lessor's part 
to terminate this Lease unless a written notice of such 
intention is given to Lessee.  No notice from Lessor under 
this Article XVI or under a forcible or unlawful entry and 
detainer statute or similar law will constitute an 
election by Lessor to ten-ninate this Lease unless such 
notice specifically so states.  Lessor reserves the right 
following any such reentry or reletting to exercise its 
right to terminate this Lease by giving Lessee such 
written notice, in which event this Lease will terminate 
as specified in such notice.



(c)	In the event that Lessor does 
not elect to terminate this Lease as 
permitted in Section
16.2(a)(i), but elects	instead to take possession as 
provided in Section 16.2(a)(ii), Lessee 
shall pay to Lessor
Base Ren@ Percentage	Rent, Additional Charges and other 
sums as provided in this Lease which would 
be
payable under this Lease if such repossession had not 
occurred, less the net proceeds, if any, of any reletting 
of the Leased Property, after deducting all of Lessoes 
expenses in connection with such reletting, including, 
without limitation, all repossession costs, brokerage 
commissions, attomeys, fees, expenses of employees, repair 
costs and expenses of preparation for such reletting.  If, 
in connection with any reletting, the new lease



-41-

tenn extends beyond the existing Tenn of this Lease, or 
the premises covered by such new lease include other 
premises not part of the Leased Property, a fair 
apportiorunent of the rent received from such reletting 
and the expenses incurred in connection with such 
reletting as provided in this Paragraph will be made in 
determining the net proceeds from such reletting, and any 
rent concessions will be equally apportioned over the term 
of the new lease.  Lessee shall pay such rent and other 
sums to Lessor monthly on the date on which the Base Rent 
and Additional Charges, and, in the case of Percentage 
Rent, quarterly on the day on which Percentage Rent, would 
have been payable under this Lease if possession had not 
been retaken, and Lessor shall be entitled to receive such 
rent and other sums from Lessee on each such day.



(d)	If an Event of Default has occuited and 
this Lease is terminated by Lessor, Lessee shall remain 
liable to Lessor for damages in an amount equal to Base 
Rent, Percentage Rent, Additional Charges and other 
amounts which would have been owing by Lessee for the 
balance of the Term of this Lease had this Lease not been 
terminated, less the net proceeds, if any, of any 
reletting of the Leased Property by Lessor subsequent to 
such termination, after deducting all of Lessor's expenses 
in connection with such reletting, including, but without 
limitation, the expenses enumerated in Section 16.2(c) 
(which expenses, if the reletting is for a term that will 
extend beyond the existing Term, will be apportioned as 
described in Section 16.2(c)). Lessor shall be entitled to 
collect such damages from Lessee monthly on the day on 
which Base Rent or Additional Changes, and quarterly on 
the day on which Percentage Rent, would have been payable 
under this Lease if this Lease had not been terminated, 
and Lessor shall be entitled to receive such Base Rent and 
other amounts from Lessee on each such day.  Altematively, 
at the option of Lessor, in the event this Lease is so 
terminated, Lessor shall be entitled to recover against 
Lessee as damages for loss of the bargain and not as a 
penalty:



(i)	The worth at the time of award of the 
unpaid Base Rent and Percentage Rent which had been eamed 
at the time of ten-nination;



(ii)	The worth at the time of award of the 
amount, if any, by which the unpaid Base Rent, Percentage 
Rent and all Additional Charges which would have been 
eamed after termination until the time of award exceeds 
the amount of rental loss that Lessee proves could have 
been reasonably avoided;



(iii)	The worth at the time of award of the 
amount, if any, by which the unpaid Base Rent, Percentage 
Rent and Additional Charges for the balance of the Term 
(had the same not been so terminated by Lessor) after the 
time of award exceeds the amount of such rental loss 
during such period that Lessee proves
could be reasonably avoided; and



(iv)	Any other amount necessary to 
compensate Lessor for all the detriment proximately caused 
by Lessee's failure to perform its obligations under this 
Lease or which in the ordinary course of events would be 
likely to result therefrom.



The "worth at the time of award" of the amounts referred 
to in clauses (i) and (ii) above shall be computed by 
adding interest from the date of termination until the 
time of the award computed at the Overdue Rate on the date 
on which this Lease is terminated.  The worth at the time 
of award of the amount refeffed to in clause (iii) above 
shall be computed by using a discount rate of the Federal 
Reserve Bank of New York at the time of the award plus one 
percent.



(e)      Percentage Rent for the purposes of this Section 
16.2 shall be a sum equal to (i) the
average of the annual amounts of the Percentage Rent for 
the three Fiscal Years immediately preceding the



-42-

Fiscal Year in which the termination, re-entry or 
repossession takes place, or (ii) if three Fiscal Years 
shall not have elapsed, the average of the Percentage Rent 
during the preceding Fiscal Years during which the Lease 
was in effect, or (iii) if one Fiscal Year has not 
elapsed, the amount derived by analyzing the Percentage 
Rent from the effective date of this Lease.



(f)	Any suit or suits for the recovery of the 
amounts and damages set forth in Sections 16.2(c) or (d) 
may be brought by, Lessor, from time to time, at Lessor's 
election, and nothing in this Lease will be deemed to 
require Lessor to await the date upon which this Lease or 
the Term of this Lease would have expired had there 
occurred no Event of Default.  Each right and remedy 
provided for in this Lease as a result of the occurrence 
of a default is cumulative and is in addition to every 
other right or remedy provided for in this Lease or now or 
after the date of the commencement of the Term existing at 
law or in equity or by statute or otherwise, and the 
exercise or beginning of the exercise by Lessor of any one 
or more of the rights or remedies provided for in this 
Lease or now or after the date of the commencement of the 
Term existing at law or in equity or by statute or 
otherwise shall not preclude the simultaneous or later 
exercise by Lessor of any or all other rights or remedies 
provided for in this Lease or now or. after the date of 
the commencement of the Term existing at law or in equity 
or by statute or otherwise.  All costs incurred by Lessor 
in collecting any amounts and damages owing by Lessee 
pursuant to the provisions of this Lease or to enforce any 
provision of this Lease, including, but not limited to, 
reasonable attomeys' fees and related costs, whether or 
not one or more actions are commenced by Lessor, shall 
also be recoverable by Lessor from Lessee.



(g)     Except as required by applicable law, Lessor shall 
have no obligation to mitigate
damage following the occurrence of an Event of Default.



16.3	Waiver.  Lessee hereby waives, to the extent 
permitted by applicable law, (a) any right to a trial 
byjury in the event of summary proceedings to enforce the 
remedies set forth in this Article XVI; (b)
the	benefit of any laws now or hereafter in any force 
exempting property from liability for rent or for 
debt;
(c)	any equity of redemption; and (d) except as provided 
herein, any presentations, demands for payment or
for	performance, or notice of non-performance.



16.4	A1212tication of Funds.  Any payments received 
by Lessor under any of the provisions of this Lease during 
the existence or continuance of any Event of Default 
shall, to the extent permitted by applicable la%v, be 
applied to Lessee's obligations in the order that Lessor 
may determine, in Lessor's discretion.



16.5	Surrender.  If an Event of Default occurs (and 
the event giving rise to such Event of Default has not 
been cured within the curative period relating thereto as 
set forth in Section 16.1) and is continuing, whether or 
not this Lease has been terminated pursuant to Section 
16.1, Lessee shall, if requested by Lessor to do so, 
immediately uffender to Lessor the Leased Property 
including, without limitation, any and all books, records, 
files, licenses, permits and keys relating thereto, and 
quit the same and Lessor may enter upon and repossess the 
Leased Property by such force permitted by law, summary 
proceedings, ejectment or otherwise, and may remove Lessee 
and all other persons and any and all personal property 
from the Leased Property, subject to rights of any hotel 
guests and to any requirement of law.  Lessee hereby 
waives any and all requirements of applicable law for 
service of notice to reenter the Leased Property.  Lessor 
shall be under no obligation ' to, but may if it so 
chooses, relet the Leased Property or otherwise mitigate, 
except as required by applicable law, Lessor's damages.



16.6	Waiver.  If this Lease is terminated pursuant to 
Section 16. 1, Lessee waives, to the extent permitted by 
applicable law, (a) any right to a trial by jury in the 
event of summary proceedings to enforce the remedies set 
forth in this Article XVI, and (B) the benefit of any laws 
now or hereafter in force



-43-

exempting property from liability for rent or for debt and 
Lessor waives any right to "pierce the corporate veil" 
(including limited liability resulting from LLC status) of 
Lessee other than to the extent funds shall have been 
inappropriately paid any Affiliate of Lessee following a 
default resulting in an Event of Default.



16.7	Notice to Guarantor Lender.  Lessor shall, upon 
serving Lessee with any Notice required under this Lease 
with respect to a default or an Event of Default, 
simultaneously provide a copy of such Notice to Guarantor 
Lender in the same manner as provided to Lessee, with a 
copy to English, McCaughan & O'Bryan, Fort Lauderdale 
Office, I 00 Northeast Third Avenue, Suite I I 00, Fort 
Lauderdale, Florida 33301, Attention: Marshall J. Emas.  
Guarantor Lender shall have the right, but shall not be 
required, prior to the expiration of the applicable cure 
period under this Lease, if any, after receipt of Notice, 
to cure any such default or Event of Default and Lessor 
shall accept such performance (or payment as is 
applicable) by or at the instigation of Guarantor Lender 
as if the same has been performed (or paid as applicable) 
by Lessee.  For purposes of this section, the term 
Guarantor Lender shall mean one lender of Guarantor, or 
one agent on behalf of a lender to Guarantor, as 
designated by Guarantor in writing to Lessor (Guarantor 
hereby designates Credit Lyonnais New York Branch, Credit 
Lyonnais Building, 1301 Avenue of the Americas, New York, 
New York 10019-6022, Attention: Rodrich D. Rohrback); 
provided, however, that Lessee may not change the identity 
of the Guarantor Lender without the express written 
consent of such Guarantor Lender.



ARTICLE XVII

Lessoes Rip-ht to Cure Lessee's Default.  If Lessee 
fails to make any payment or to perform any act required 
to be made or performed under this Lease including, 
without limitation, Lessee's failure to comply with the 
terms of the Franchise Agreement, and fails to cure the 
same within the relevant time periods provided in Section 
16. 1, Lessor, without waiving or releasing any obligation 
of Lessee, and without waiving or releasing any obligation 
or default, may (but shall be under no obligation to) at 
any time thereafter make such payment or perform such act 
for the account and at the expense of Lessee, and may, to 
the extent permitted by law, enter upon the Leased 
Property for such purpose and, subject to Secti'on 16.2, 
take all such action thereon as, in Lessor's opinion, may 
be necessary or appropriate therefor.  No such entry shall 
be deemed an eviction of Lessee.  All sums so paid by 
Lessor and all costs and expenses (including, without 
limitation, reasonable attomey's fees and expenses, in 
each case to the extent permitted by law) so incurred, 
together with a late charge thereon (to the extent 
permitted by law) at the Overdue Rate from the date on 
which such sums or expenses are paid or incurred by 
Lessor, shall be paid by Lessee to Lessor on demand.  'Me 
obligations of Lessee and rights of Lessor contained in 
this Article shall survive the expiration or earlier 
termination of this Lease.



ARTICLE XVIII

Exculpation.  In the event of (a) a sale or transfer 
of all or any part of the Leased Property (by operation of 
law or otherwise), (b) the making of a lease of all or 
substantially all of the Leased Property or (c) a sa le or 
transfer (by operation of law or otherwise) of the 
leasehold estate under any such lease, (i) the. seller, 
transferor or lessor, as the case may be, shall be and 
hereby is automatically and entirely released and 
discharged, from and after the date of such sale, transfer 
or lease, of all liability in respect of the performance 
of any of the tenns of this Lease on the part of Lessor 
thereafter to be performed and (ii) the term "Lessor" 
shall thereafter mean only the purchaser, transferee or 
lessee, as the case may be, and the covenants and 
agreements of Lessor shall thereafter be binding upon such 
purchaser, transferee or lessee.



-44-

Lessee shall look solely to Lessor's estate and 
interest in the Leased Property for the satisfaction of 
any right of Lessee for the collection of a judgment or 
other judicial process or arbitration award requiring the 
payment of money by Lessor, and no other propert7y or 
assets of Lessor.  Lessoes agents, incorporators, 
subscribers, shareholders, officers, directors, members, 
partners, principals (disclosed or undisclosed) an 
affiliates, whether directly or through Lessor or through 
any receiver, assignee, trustee in bankruptcy or through 
anyone else, shall not be subject to levy, lien, 
execution, attachment, or other enforcement procedure for 
the satisfaction of Lessee's rights and remedies under of 
with respect to or arising from or in connection with this 
Lease.



ARTICLE XIX

19.1	REIT Compliance.  Lessee acknowledges that the 
general partner of Lessor intends to qualify as a real 
estate investment trust under the Code, and that pursuant 
to Lessor's limited partnership agreement, Lessor may not 
take or omit to take any action, or engage in any business 
or business transaction or relationship, that would or 
could result in the REIT being disqualified from treatment 
as a real estate investment trust.  As a material 
inducement to Lessor to enter into this Lease, Lessee 
hereby agrees that it shall not knowingly take or omit to 
take any action, or engage in any business or business 
transaction or relationship, that would or could result in 
the REIT being disqualified from treatment as a real 
estate investment trust under the Code.  Without limiting 
the generality of the foregoing, Lessee agrees that:



(a)	Personal Prol2ea Limitation.  Anything 
contained in this Lease to the contrary notwithstanding, 
the average of the adjusted tax bases of the items of 
personal property that are leased to Lessee under this 
Lease at the beginning and at the end of any Fiscal Year 
shall not exceed 15% of the average of the aggregate 
adjusted tax bases of the Leased Property at the beginning 
and at the end of such Fiscal Year.  This Section 19.1(a) 
is intended to ensure that the Rent qualifies as "rents 
from real property," within the meaning of Section 856(d) 
of the Code, or any similar or successor provisions 
thereto, and shall be interpreted in a manner consistent 
with such intent.



(b)	Sublease Rent Limitation.  Anything 
contained in this Lease to the contrary notwithstanding, 
Lessee shall not sublet the Leased Property on any basis 
such that the rental to be paid by the sublessee 
thereunder would be based, in whole or in part, on either 
(i) the income or profits derived by the business 
activities of the sublessee, or (ii) any other fonnula 
such that any portion of the Rent would fail to qualify as 
"rents from real property" within the meaning of Section 
856(d) of the Code, or any similar or successor provision 
thereto.



19.2	Sublease Lessee Limitation.  Anything contained 
in this Lease to the contrary notwithstanding, Lessee 
shall not sublease the Leased Property to any Person in 
which Boykin Lodging Company, owns, directly or indirectly 
a ten percent or more interest, within the meaning of 
Section 856(d)(2)(B) of the Code, or any similar or 
successor provisions thereto.



19.3	Lessee Ownership Limitation.  Anything contained 
in this Ledse to the contrary
notwithstanding, neither Lessee or an Affiliate of Lessee 
shall acquire, directly or in irect a ten percent or more 
interest in Boykin Lodging Company, within the meaning of 
Section 856(d)(2)(B) of the Code, or any similar or 
successor provision thereto.



19.4    Lessee Officer and Empiovee Limitation.  Anything 
contained in this Lease to the contrary
notwithstanding, without the prior written consent of 
Lessor, no officer or employee of Lessee (or any Person



-45-

who fumishes or renders services to the tenants of the 
Leased Property, or manages or operates the Leased
Property) shall at the same time be an officer of Lessor.



19.5	Payments to Affiliates of Lessee.  Except for 
payments as permitted in Section 8.5 hereof, Lessee shall 
not pay any amount to any Affiliate of Lessee for any 
purpose during the Tenn in connection with the Facility.



19.6	Third-PajU Manaizement Activities.  Neither 
Lessee nor an Affiliate of Lessee, or their respective 
successors or assigns, may provide management services 
with respect to any hotel, motel, resort or other lodging 
facility located within a three mile radius of the Hotel 
except for (i) any hotel, motel, resort or other lodging 
facility managed by Lessee or an Affiliate of Lessee as of 
the date of this Lease and (ii) the Sanibel Harbor Resort 
& Spa, the Outrigger Beach Resort and Diamond Head Beach 
Resort.



ARTICLE XX

Holding Over.  If Lessee for any reason remains in 
possession of the Leased Property after the expiration or 
earlier termination of the Term, such possession shall be 
as a tenant at sufferance during which time Lessee shall 
pay as rental each month the agoregate of 105% of (a) one-
t-vvelfth of the aggregate Base Rent and Percentage Rent 
payable with respect to the last Fiscal Year of the Tenn, 
(b) all Additional Charges accruing during the applicable 
month and (c) all other sums, if any, payable by Lessee 
under this Lease with respect to the Leased Property.  
During such period, Lessee shall be obligated to perform 
and observe all of the terms, covenants and conditions of 
this Lease, but shall have no rights hereunder other than 
the right, to the extent given by la,,v to tenants at 
sufferance, to continued occupancy and use of the Leased 
Property.  Nothing contained herein shall constitute the 
consent, express or implied, of Lessor to the holding over 
of Lessee after the expiration or earlier termination of 
this Lease.



ARTICLE XXI

Risk of Loss.  During the Term, the risk of loss or 
of decrease in the enjoyment and beneficial use of the 
Leased Property in consequences of the damage or 
destruction thereof by fire, the elements, casualties, 
thefts, riots, wars or othenvise, or in consequences of 
foreclosures, attachments, levies or executions is 
retained by Lessor, and, in the absence of negligence, 
misconduct or breach of this Lease by Lessee, Lessee shall 
in no event be answerable or accountable therefore.



ARTICLE XXII

Indemnification.  Notwithstanding the existence of 
any insurance provided for in Article XIII, and without 
regard to the policy limits of any such insurance, Lessee 
will, except to the extent waived pursuant to waiver the 
subrogation set forth in Section 13.6 hereof, protec@ 
indemnify, hold hannless and defend any Lessor indemnified 
Party from and against all liabilities, obligations, 
claims, damages, penalties, causes of action, costs and 
expenses (including, without limitation, reasonable 
attorneys' fees and expenses), to the extent permitted by 
law, imposed upon or incurred by or asserted against any 
Lessor Indemnified Party by reason of.- (a) any accident, 
injury to or death of persons or loss of or damage to 
property occurring on or about the Leased Property or 
adjoining sidewalks, including without limitation any 
claims under liquor liability, "dram shop" or similar 
laws, (b) any past, present or future use, misuse, non-
use, condition, management, maintenance or repair or 
negligence by Lessee, its agents, invitees, employees or 
guests, of



-46-

the Leased Property or Lessee's Personal Property or any 
litigation, proceeding or claim by governmental entities 
or other third parties to which Lessor is made a party or 
participant related to such use, misuse, nonuse, 
condition, management maintenance, or repair thereof by 
Lessee, including Lessee's failure to perform obligations 
(other than Condemnation proceedings), (c) any Impositions 
that are the obligations of Lessee pursuant to the 
applicable provisions of this Lease, (d) any failure on 
the part of Lessee to perform or comply with any of the 
terms of this Lease, (e) the nonperformance of any of the 
terms and provisions of any and all existing and future 
subleases of the Leased Property to be performed by the 
landlord thereunder, and (f) the sale of or consumption of 
alcoholic beverages on or in the Leased Property, (g) 
claims of Franchisor and Managers.  Any amounts that 
become payable by Lessee under this Article shall be paid 
within ten days after demand therefor by Lessor, and if 
not timely paid, shall bear a late charge (to the extent 
permifted by law) at the Overdue Rate from the expiration 
of such ten day period date of such determination to the 
date of payment.  Lessee, at its expense, shall contest, 
resist and defend any such claim, action or proceeding 
asserted or instituted against any Lessor Indemnified 
Party or may compromise or otherwise dispose of the same 
as Lessee sees fit.  Nothing herein shall be construed as 
indemnifying any Lessor Indemnified Party against its own 
grossly negligent acts or omissions or willful misconduct.



Lessor shall indemnify and hold any Lessee 
Indemnified Party from and against any and all 
liabilities, losses, interest, damages, costs or expenses 
(including, without limitation, reasonable attomeys' fees) 
assessed against, levied upon or collected from any Lessee 
Indemnified Party arising out of the negligence, 
misconduct or breach of this Lease by Lessor, its agents 
or employees.



Lessee's and Lessoes liability under the provisions of 
this Article shall survive any
termination of this Lease.



ARTICLE XXIII

23.1	Subletting and Assiiznment.  Except as expressly 
permitted herein, Lessee shall not mortgage, assign, 
sublet, or otherwise transfer its interest in the Facility 
and, subject to the provisions of Article XIX and Section 
23.2 and any other express conditions or limitations set 
forth herein, Lessee may, but only with the prior written 
consent of Lessor, which may be granted or withheld in 
Lessor's sole and absolute discretion, (a) assign this 
Lease, (b) sublet all or any part of the Leased Property, 
or (c) sublet any retail or restaurant portion of the 
Leased Improvements in the normal course of the Primary 
Intended Use; provided that any subletting to any party 
other than an Affiliate of Lessee shall not individually 
as to any one such subletting, or in the aggregate, 
materially diminish the actual or potential Rent payable 
under this Lease.  In the case of a subletting, the 
sublessee shall comply with the provisions of Section 
23.2, and in the case of an assigm-nent, the assignee 
shall assume in writing and agree to keep and perform all 
of the terins of this Lease on the part of Lessee to be 
kept and performed and shall be, and become, jointly and 
severally liable with Lessee for the performance thereof.  
An original counterpart of each such sublease and 
assignment and assumption, duly executed by Lessee and 
such sublessee or assignee, as the case may be, in form 
and substance satisfactory to Lessor, shall be delivered 
promptly to Lessor.  In case of either an assignment or 
subletting made during the Term, Lessee shall remain 
primarily liable, as principal rather than as surety, for 
the prqmpt payment of the Rent and for the performance and 
observance of all of the covenants and conditions to be 
performed by Lessee hereunder.



23.2	Attomment.  Lessee shall insert in each sublease 
permitted under Section 23.1 provisions to the effect that 
(a) such sublease is subject and subordinate to all of the 
terms and provisions of this Lease and to the rights of 
Lessor hereunder, (b) if this Lease terminates before the 
expiration of such sublease, the sublessee thereunder 
will, at Lessor's option, attom to Lessor and waive any 
right the sublessee may have



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to terminate the sublease or to surrender possession 
thereunder as a result of the termination of this Lease, 
and (c) if the sublessee receives a written Notice from 
Lessor or Lessor's assignees, if any, stating that an 
uncured Event of Default exists under this Lease, the 
sublessee shall thereafter be obligated to pay all rentals 
accruing under said sublease directly to the party giving 
such Notice, or as such party may direct.  All rentals 
received from the sublessee by Lessor or Lessor's 
assignees, if any, as the case may be, shall be credited 
against the amounts owing by Lessee under this Lease.



23.3	Manatzement Atzreement.  Notwithstanding 
anything contained in this Article XXIII to the contrary, 
Lessee may not, without the prior written consent of 
Lessor (which consent may be withheld in the sole and 
absolute discretion of Lessor), enter into an agreement (a 
"Management Agreement") with any Affiliate or third party, 
to assign responsibility for the management and/or 
operation of all or any part of the Leased Property, 
including any retail or restaurant portion of the Leased 
Improvements.  In addition, Lessee may not without the 
prior written consent of Lessor (which consent may be 
withheld in the sole and absolute discretion of Lessor), 
enter into any agreement with any Affiliate in connection 
with the provision of any goods or services in connection 
with any or all of the Leased Property and the operation 
thereof (each, a "Service Agreement," and together with 
the Management Agreement, the "Operational Agreements").  
Notwithstanding the foregoing, Lessee may enter into an 
Operational Agreement with an Affiliate or third party to 
the extent that the services provided pursuant to such 
Operational Agreement are provided at the lesser of (x) 
the actual cost to Lessee or Lessee's Affiliate (whichever 
is lower) of such providing such services and (y) the cost 
charged by third-party providers for comparable services.  
All payments, under such Operational Agreement are (a) 
subordinate to all payments owing to Lessor under this 
Lease, and (b) are payable only out of After Tax Eamings 
of Lessee and the Maximum Amount (as defined in the 
Guaranty);
ided however, that the Maximum Amount shall not be 
reduced to the extent that the aggregate payments for all 
services rendered pursuant to Operating Agreements exceeds 
the aggregate budget for such services as set forth on 
Exhibit N hereto, which amounts shall be adjusted for 
increases in the CPI Index (with a maximum adjustment of 
7% for each Fiscal Year) in accordance with Section 3. 1 
(d) hereof and may be further adjusted with the prior 
approval of Lessor, which approval shall be in Lessor's 
sole discretion.



23.4    Chanize of Control of Guarantor or Lessee: Sale of 
Substantially All of the Assets of
Guarantor or Lessee.



Notwithstanding anything contained in this Lease 
to the contrary, including, without limitation, the Events 
of Default set forth in Subsections 16. 1 (k) and (q) 
hereof and the restrictions set forth in this Section 23, 
Guarantor may (i) sell, assign or transfer all or any part 
of its assets and (ii) enter into a change of control 
transaction as described in Subsection 16. 1 (k) so long 
as (x) no default or Event of Default exists under the 
Lease or would result from such sale, assignment or 
transfer, (y) Lessor approves such sale, assignment or 
transfer (which approval is required only if such sale, 
assignment or transfer would be an Event of Default 
pursuant to Subsections 16. 1 (k) or (q) hereof), which 
approval shall not be unreasonably withheld or delayed and 
(z) if the sale, assignment or transfer includes the sale 
of Le ' ssee's interest in the Lease, the buyer, assignee 
or transferee assumes all of Lessee's obligations under 
this Lease.  Lessor agrees that it, if its approval is 
required under this Section 23.4, will not withhold its 
approval if the buyer, assignee or transferee (1) has a 
minimum net worth not less than $250,000,000, (2) is a 
public company listed on NYSE ' @ NASDAQ or AMEX or is 
wholly owned by such an entity, (3) in Lessor's judgment, 
has resort management, capability, systems, and experience 
comparable to Guarantor,(4) has no prior history of 
bankruptcy or of litigation pertaining to criminal or 
financial misconduct, (5) has no material direct conflicts 
of interest with Lessor which could reasonably be expected 
to limit it from fulfilling its obligations under the 
Lease or which could reasonably be expected to cause 
Lessor or its Affiliates financial harm, and (6) in 
Lessor's judgment, is not of bad character or reputation.



-48-

ARTICLE XXIV

24.1	Officers'Certificates: Financial Statements: Lessor's 
Estopl2el Certificates and Covenants.



(a)	At any time and from time to time upon ' 
not less than 20 days Notice by Lessor, Lessee will fumish 
to Lessor an Officees Certificate certifying that this 
Lease is unmodified and in full force and effect (or that 
this Lease is in full force and effect as modified and 
setting forth the modifications), the date to which the 
Rent has been paid, whether to the knowledge of Lessee 
there is any existing default or Event of Default 
thereunder by Lessor or Lessee, and such other information 
as may be reasonably requested by Lessor or Lessoes 
lender.  Any such certificate furnished pursuant to this 
Article may be relied upon by Lessor, any lender and any 
prospective purchaser of the Leased Property.



(b)	Lessee will furnish the following statements to 
Lessor:

(1)	on or before the 20th day of each month, a 
detailed profit and loss statement for the Leased Property 
for the preceding month, a balance sheet for the Leased 
Property as of the end of the preceding month, a detailed 
accounting of revenues for the Leased Property for the 
preceding month, detailed statistical information 
regarding accounting by segment, F&B information, average 
daily revenue by segment, STAR reports, profit and loss 
variance reports, Capital Expenditures report comparison 
to budget, profit and loss comparison to budoet, 
forecasting information for balance of Fiscal Year and 
next 12 month forecast, and such other information as may 
be requested by Lessor.or required by Lessoes lender, each 
in fonn acceptable to Lessor; and



(2)	the most recent Consolidated Financials of 
Lessee within 30 days after each quarter of any Fiscal 
Year (or, in the case of the final quarter in any Fiscal 
Year, the most recent Consolidated Financials of Lessee 
within 60 days) after such final quarter; provided, 
however, in the event the Lessor notifies Lessee that 
Lessor requires Audited Consolidated Financials from 
Lessee in order to comply with the requirements of the 
Securities and Exchange Commission, any lender of Lessor 
or by law, Lessee shall deliver Audited Consolidated 
Financials to Lessor within 60 days of the end of the then 
current Fiscal Year; and



(3)     the most recent audited Consolidated Financials of 
Guarantor within 75
days after the final quarter of each Fiscal Year; and



(4)     with reasonable promptness, such information 
respecting the financial
condition and affairs of Lessee or Guarantor as may be 
requested by Lessor.



(c)	At any time and from time to time upon not 
less than 20 days notice by Lessee, Lessor will fumish to 
Lessee or to any person designated by Lessee an estoppel 
certificate certifying that this Lease is unmodified and 
in full force and effect (or that this Lease is in full 
force and effect as modified and setting forth the 
modifications), the date to which Rent has been paid, 
whether to the knowledge of Lessor there is any existing 
default or Event of Default on Lessee's part hereunder, 
and such other information as may be reasonably requested 
by Lessee.



24.2	Lessee's Financial Covenants.  Lessee shall not 
mortgage, pledge, hypothecate, assign, encumber, or grant 
a preference, priority or other security agreement or 
preferential arrangement of any kind or nature whatsoever 
in the legal or beneficial ownership (including without 
limitation, the right to



-49-

distributions) in the Leased Property or the Initial FF&E.  
Lessee shall not pay any dividends to its shareholders, 
except in the amount necessary for such shareholders to 
pay their respective federal, state and local income taxes 
to the extent such taxes are allocable to Lessee's taxable 
income and reportable as such on such shareholders' tax 
retums, until such time as Lessee has fully complied with 
the terms and provisions of Section 8.5. Lessee shall not 
incur any indebtedness (other than ordinary trade 
payables) unless required (i) to pay ren@ (ii) to maintain 
and repair the Leased Property in accordance with Article 
IX, or (iii) to make Alterations in accordance with 
Axticle X, provided that Lessee shall thereafter retire 
such indebtedness prior to making any dividend payments to 
its shareholders except to the extent needed to pay 
federal, state or local income tax on their respective 
shares of Lessee's taxable income.



ARTICLE XXV

Books and Records: Lessoes Right to InWect.  Lessee 
shall keep full and adequate books of account and other 
records reflecting the results of operation of the 
Facility on an accrual basis, all in accordance with the 
Uniform System and generally accepted accounting 
principles.  The books of account and all other records 
relating to or reflecting the operation of the Facility 
shall be kept either at the Facility or at Lessee's 
offices in Ft Myers, Florida, and shall be available to 
Lessor and its representatives and its auditors or 
accountants, at all reasonable times, upon forty-eight 
hours notice, for examination, audit, inspection and 
transcription.  All of such books and records pertaining 
to the Facility including, without limitation, books of 
account, guest records and front office records, at all 
times shall be the property of Lessee (subject to the 
terms of Section 34.2), but shall not be removed from the 
Facility or Lessee's offices by Lessee without Lessor 
approval.



Lessee shall permit Lessor and its authorized 
representatives as frequently as reasonably requested by 
Lessor and upon termination of this Lease to inspect the 
Leased Propert7y and Lessee's accounts and records 
pertaining thereto and make copies thereof, during usual 
business hours upon reasonable advance notice, subject 
only to any business confidentiality requirements 
reasonably requested by Lessee.  Lessee shall provide 
accommodations to Lessor for such periodic inspections at 
no cost to Lessor.



ARTICLE XXVI

No Waiver.  No failure by Lessor or Lessee to insist 
upon the strict performance of any term hereof or to 
exercise any right, power or remedy consequent upon a 
breach thereof, and no acceptance of full or partial 
payment of Rent during the continuance of any such breach, 
shall constitute a waiver of any such breach or of any 
such term.  To the extent permitted by law, no waiver of 
any breach shall affect or alter this Lease, which shall 
continue in full force and effect with respect to any 
other then existing or subsequent breach.



ARTICLE XXVII

Remedies Cumulative.  To the extent permitted by law, 
each legal, equitable or contractual right, power and 
remedy of Lessor or Lessee now or hereafter provided 
either in this Lease or by statute or otherwise shall be 
cumulative and concurrent and shall be in addition to 
every other right, power and remedy and the exercise or 
beginning of the exercise by Lessor or Lessee of any one 
or more of such rights, powers and remedies shall not 
preclude the simultaneous or subsequent exercise by Lessor 
or Lessee of any or all of such other rights, powers and 
remedies.



-50-

ARTICLE XXVIII

Accel2tance of Surrender.  No surrender to Lessor of 
this Lease or of the Leased Property or any part thereof, 
or of any interest therein, shall be valid or effective 
unless agreed to and accepted in writing by Lessor and no 
act by Lessor or any representative or agent of Lessor, 
other than such a written acceptance by Lessor, shall 
constitute an acceptance of any such surrender.



ARTICLE XXIX

No Merger of Title.  There shall be no merger of this 
Lease or of the leasehold estate created hereby
by reason of the fact that the same person or entity may 
acquire, own or hold, directly or indirectly: (a) this
Lease or the leasehold estate created hereby or any 
interest in this Lease or such leasehold estate and (b) 
the
fee estate in the Leased Property.



ARTICLE XXX

Conveyance by Lessor.  If Lessor or any successor 
owner of the Leased Property conveys the Leased Property 
in accordance with the terms hereof other than as security 
for a debt, and the grantee or transferee of the Leased 
Property expressly assumes all obligations of Lessor 
hereunder arising or accruing from and after the date of 
such conveyance or transfer, Lessor or such successor 
owner, as the case may be, shall thereupon be released 
from all future liabilities and obligations of Lessor 
under this Lease arising or accruing from and after the 
date of such conveyance or other transfer as to the Leased 
Property and all such future liabilities and obligations 
shall thereupon be binding upon the new owner.



ARTICLE XXXI

Quiet Enjoyment.  So long as Lessee pays all Rent as 
the same becomes due and complies with all of the terms of 
this Lease and performs its obligations hereunder, in each 
case within the applicable grace periods, if any, Lessee 
shall peaceably and quietly have, hold and enjoy the 
Leased Property for the Tenn hereof, free of any claim or 
other action by Lessor or anyone claiming by, through or 
under Lessor, but subject to all liens and encumbrances 
subject to which the Leased Property was conveyed to 
Lessor or hereafter consented to by Lessee or provided for 
herein.  Notwithstanding the foregoing, Lessee shall have 
the right by separate and independent action to pursue any 
claim it may have against Lessor as a result of a breach 
by Lessor of the covenant of quiet enjoyment contained in 
this Section.



ARTICLE XXXII

Notim.  All notices, demands, requests, consents, 
approvals and other communications ("Notice" or "Noiices") 
hereunder shall be in writing and personally served, 
mailed (by registered or certified mail, return receipt 
requested and postage prepaid) or sent by facsimile 
transmission, addressed to Lessor at 50 Public Square, 
Suite 1500, Cleveland, Ohio 44113, Attention: Robert W. 
Boykin through February 28, 1998 and at Guildhall 
Building, 45 W. Prospect Ave., Suite 1500, Cleveland, Ohio 
44115, Attention: Robert W. Boykin on and after March 1, 
1998, and addressed to Lessee at 12800 University Drive, 
Suite 350, Fort Myers, Florida 33908, Attention: Tim 
Bogott with a copy to Calfee, Halter & Griswold, 1400 
McDonald Investment Center, 800 Superior Avenue, 
Cleveland, Ohio 44114-2688, Attention: Jack Batt or to 
such other



-51-

address or addresses as either party may hereafter 
designate.  Notice by personal delivery or facsimile 
transmission shall be effective upon receipt, and Notice 
given by mail shall be complete at the time of deposit in 
the U.S. Mail system, but any prescribed period of Notice 
and any right or duty to do any act or make any response 
within any prescribed period or on a date certain after 
the service of such Notice given by mail shall be extended 
five days.



ARTICLE XXXIII

33.1	Lessor May Grant Liens, Subordination.  Without 
the consent of Lessee (but with prior notice to Lessee), 
Lessor may, from time to time, directly or indirectly, 
create or otherwise cause to exist, modify or extend any 
lien, encumbrance, superior lease or title retention 
agreement ("Encumbrance") upon the Leased Property, or any 
portion thereof or interest therein, whether to secure any 
borrowing or other means of financing or refinancing.  
This Lease and Lessee's interest herein shall be 
subordinate to each and every Encumbrance unless the 
holder thereof elects otherwise provided Lessor causes 
such holder to execute a nondisturbance agreement 
substantially in the forin of Exhibit M attached hereto.



(a)	The subordination provisions herein 
contained shall be self-operative and no further 
instrument of subordination shall be required.  In 
confirmation of such subordination, Lessee shall execute 
and deliver promptly any certificate that Lessor or its 
successors in interest may request which does not affect 
in any material respect, Lessee's rights or obligations 
under this Lease.  Lessee hereby constitutes and appoints 
Lessor or its successors in interest as Lessee's attorney-
in-fact to execute and deliver any such certificate or 
certificates for and on behalf of Lessee.  Notwithstanding 
any provision in this Lease or any separate agreement with 
Lessee, Lessee covenants and agrees that Lessee shall not 
do any act, or refrain from doing any act, if doing such 
act, or refraining from doing such act, would constitute a 
default or breach of any Encumbrance.



(b)	This Lease has been, or may be, assigned 
as collateral security.  After Lessee receives notice of 
such assignment and so long as the obligations secured by 
such assignment remain outstanding, Lessee (i) will not 
pay any Rent under this Lease more than 30 days in advance 
of its due date without the prior written consent of the 
holder of any such assignment (the "Assignee"), (ii) will 
not surrender or consent to the modification of any of the 
terms of the Lease nor to the termination hereof by Lessor 
without the Assignee's prior written consent, (iii) will 
continue to pay Rent under this Lease to the Lessor or as 
directed by Lessor in accordance with the terms of this 
Lease (unless and until notified otherwise in writing by 
the Assignee in case of an event of default under the 
Assignee's mortgage or other Encumbrance, in which event 
Lessee will pay the rent due under this Lease directly to 
the Assignee or the Assignee's designee) and (iv) will not 
seek to terminate this Lease or seek or assert any set-off 
or counterclaim against Rent by reason of any act or 
omission of the Lessor, until Lessee shall have given 
written notice of such act or omission to the Assignee (at 
the Assignee's last address fumished to Lessee) and until 
a reasonable period of time shall have elapsed following 
the giving of such notice, during which period the 
Assignee shall have the right, but shall not be obligated, 
to remedy such act or omission.  Any payments made to the 
Assignee by Lessee shall not affect or impair the other 
rights and remedies the Assignde may have under said 
mortgage or Encumbrance or otherwise against the Lessor.



(c)	Lessee agrees, at the election of the 
holder of any interest superior to this 
Lease
pursuant to the terms hereof ("Holder") to fully and 
completely attom to, from time to time, and to recognize 
Holder or any person, or such person's successors or 
assigns, who acquires the interest of Lessor under the 
Lease as Lessee's lessor under this Lease (collectively, 
"Successor Landlord") upon the then executory terms of 
this Lease.  The foregoing provisions of this paragraph 
shall inure to the benefit of any such Successor



-52-

Landlord shall be self-operative upon any such demand, and 
no further instrument shall be required to give effect to 
said provisions.  Lessee however, upon demand of any such 
Successor Landlord agrees to execute, from time to time, 
any reasonable instruments to evidence and confirm the 
provisions of this paragraph, satisfactory to Lessor or 
any such Successor Landlord.  Upon such attornment and the 
acceptance thereof in writing by such Successor Landlord ' 
this Lease shall continue in full force and effect as a 
direct lease between such Successor Landlord and Lessee 
upon all of the then executory tenns of the Lease, except 
that such Successor Landlord shall not be:



(i)	liable for any act or omission of any prior lessor 
(including Lessor); or

(ii)	liable for the return of any security deposit (unless 
actually received by such Successor



Lessor); or



(iii)	bound by any waiver or forbearance of any prior 
lessor (including Lessor); or

(iv)	liable for any damages or other relief attributable 
to any latent or patent defects in



construction; or

(v)	bound by any covenant to perform or 
complete any construction or to pay any sum to Lessee 
except for Lessor's obligations with respect to Capital 
Expenditures and payment of the early termination payments 
set forth in Section 37.2 hereof); or



(vi) subject to any offsets or defenses which might have 
against any prior Lessor (including



Lessor); or

(vii)	bound by any Rent which Lessee might have 
paid for more than the current q . uarter to any prior 
lessor (including Lessor), except for any overpayment of 
Percentage Rent which shall be paid or credited to Lessee 
in accordance with Section 3.2; or



(viii) bound by any amendment or modification of the Lease 
made without its consent.



(d)	If a lender or prospective lender shall 
request modifications to this Lease, Lessee shall not 
unreasonably withhold, delay or defer Lessee consent 
thereto unless such modification would affect, in any 
material respect, Lessee's rights or obligations under 
this Lease.



(e)	To the extent the terms of this Article 
XXXIII conflict with the terins contained in any 
nondisturbance agreement with the holder of an Encumbrance 
on the Leased Property, the terms contained in such 
nondisturbance agreement shall govem.



33.2	Lessee's Right to Cure.  Subject to the 
provisions of Section 33.3, if Lessor breaches any 
covenant to be performed by it under this Lease, Lessee, 
after Notice to and demand upon Lessor, without waiving or 
releasing any obligation hereunder, and in addition to all 
other remedies available to Lessee, may (but shall be 
under no obligation at any time thereafter to) make such 
payment or perform such act for the account and at the 
expense of Lessor.  All sums so paid by Lessee and all 
costs and expenses (including, without fimitation, 
reasonable attomeys' fees) so incurred, together with 
interest thereon at the Overdue Rate from the date on 
which such sums or expenses are paid or incurred by 
Lessee, shall be paid by Lessor to Lessee on demand or, 
following entry of a fmal, nonappealable judgment against 
Lessor for such sums, may be offset by Lessee against the 
Base Rent payments next accruing or coming due.  The 
rights of Lessee



-53-

hereunder to cure and to secure payment from Lessor in 
accordance with this Section 33.2 shall survive the
termination of this Lease with respect to the Leased 
Property.



33.3	Breach by Lessor.  It shall be a breach of this 
Lease if Lessor fails to observe or perforrn any terin, 
covenant or condition of this Lease on its part to be 
performed and such failure continues for a period of 30 
days after Notice thereof from Lessee, unless such failure 
cannot with due diligence be cured within a period of 30 
days, in which case such failure shall not be deemed to 
continue if Lessor, within such 30 day period, proceeds 
promptly and with due diligence to cure the failure and 
diligently completes the curing thereof.



33.4	Lessee's Cooperation.  In connection with the 
termination of this Lease due to the expiration of the 
Term or otherwise, Lessee shall cooperate with Lessor in 
transfeff ing possession of the Leased Property to a new 
tenant, including, without limitation, cooperating with 
the transfer of any licenses or perinits necessary for the 
operation of the Facility.



ARTICLE XXXIV

34.1	Miscellaneous.  Anvthin contained in this Lease 
to the contrary notwithstanding, all claims

9
against, and liabilities of, Lessee or Lessor arising 
prior to any date of termination of this Lease shall 
survive such termination.  If any ten-n or provision of 
this Lease or any application thereof is invalid or 
unenforceable, the remainder of this Lease and any other 
application of such term or provisions shall not be 
affected thereby.  If any late charges or any interest 
rate provided for in any provision of this Lease are based 
upon a rate in excess of the maximum rate permitted by 
applicable law, tile parties agree that such charges shall 
be fixed at the maximum permissible rate.  Neither this 
Lease nor any provision hereof may be changed, waived, 
discharged or terminated except by a written instrument in 
recordable form signed by Lessor and Lessee.  All the 
terrns and provisions of this Lease shall be binding upon 
and inure to the benefit of the parties hereto and their 
respective successors and assigns.  The headings in this 
Lease are for convenience of reference only and shall not 
limit or otherwise affect the meaning hereof.  This Lease 
shall be govemed by and construed in accordance with the 
laws of the State, but not including its conflicts of laws 
rules.



34.2	Transition Procedures.  Upon the expiration or 
termination of the Term of this Lease, for whatever 
reason, Lessor and Lessee shall do the following (and the 
provisions of this Section 34.2 shall survive the 
expiration or termination of this Lease until they have 
been fully performed) and, in general, shall cooperate in 
good faith to effect an orderly transition of the 
management of the Facility.



(a)	Transfer of Licenses.  Upon the expiration 
or earlier termination of the Term, Lessee shall use its 
reasonable efforts (i) to transfer to Lessor or Lessoes 
nominee, to the extent assignable or ftwsferable, the 
Franchise Agreement, any liquor licenses, and all other 
licenses, operating pennits and other govenunental 
authorizations and all contracts, including contracts with 
governmental or quasi-govenunental entities, that may be 
necessary for the operation of the Facility (collectively, 
"Licenses"), or (ii) if such transfer'is prohibited by law 
or Lessor otherwise elects, to cooperate with Lessor or 
Lessor's nominee in connection with the processing by 
Lessor of Lessoes nominee of any applications for, all 
Licenses; provided, in either case, except in the case of 
a termination resulting from an Event of Default by 
Lessee, that the costs and expenses of any such transfer 
or the processing of any such application shall be paid by 
Lessor or Lessor's nominee.



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(b)	Leases and Concessions.  Lessee shall 
assign to Lessor or Lessol's nominee simultaneously with 
the termination of this Lease, and the assignee shall 
assume any and all subleases and concession agreements in 
effect with respect to the Facility which Lessor elects to 
have assigned and to assume.



(c)	Books and Records.  Any and all books, 
records files and keys for the Facility kept by Lessee 
pursuant to this Lease or otherwise shall be delivered 
promptly to Lessor or Lessor's nominee, simultaneously 
with the termination of this Lease, but such books and 
records shall thereafter be available to Lessee at all 
reasonable times for inspection, audit, examination, and 
transcription for a period of three years and Lessee may 
retain (on a confidential basis) copies or computer 
records thereof.



(d)	Transition Adjustments.  Lessee shall pay 
all accounts payable and accrued expenses relating to the 
Leased Property as of the date of termination of this 
Lease, to the extent such accounts payable and accrued 
expenses are required to be paid by Lessee under this 
Lease, and Lessee shall be entitled to receive and retain 
all accounts receivable, and an amount equal to all 
prepaid expenses paid by Lessee, as of the date of this 
termination.  All advance bookings deposits and credits 
shall be paid to Lessor.



(e)      The provisions of this Section 34.2 shall survive 
the termination or expiration of this



Lease.

34.3	Chanize of Franchise.  Lessee may change the 
existing franchise covering the Leased Property with the 
prior written consent of Lessor, which consent may be 
withheld in sole and absolute discretion of Lessor.



34.4	Waiver of Presentment, tc.  Lessee waives all 
presentments, demands for performance,

E

notices of nonperformance, protests, notices of protest, 
notices of dishonor, and notices of acceptance and waives 
all notices of the existence, creation or incurring of new 
or additional obligations, except as expressly granted 
herein.



ARTICLE XXXV

Memorandum of Lease.  Lessor and Lessee shall promptly 
upon the request of either enter into a
short form memorandum of this Lease, in form suitable for 
recording under the laws of the State in which
reference to this Lease, and all options contained herein, 
shall be made.  Lessee shall pay all costs and
expenses of recording such memorandum of this Lease.



ARTICLE XXXVI

Lessor's 012tion to Purchase Assets of Lessee.  
Subject to Section 6.4 hereof, effective on not less than 
60 days' prior Notice given at any time within 90 days 
before the expiration of the Term, or upon such shorter 
Notice period as shall be appropriate if this Lease is 
terminated prior to its expiration date, Lessor shall have 
the option to purchase some or all of the assets of 
Lessee, tangible and intangible, relating to the Leased 
Property (other than this Lease and those matters covered 
by Section 6.4 and Section 34.2), at the expiration or 
earlier termination of this Lease for an amount (payable 
in cash on the expiration or earlier termination date of 
this Lease) equal to the lower of fair market value or the 
then book value thereof.  Notwithstanding any such 
purchase, Lessor shall obtain no rights to any trade name 
or logo used in



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connection with the Franchise Agreement unless separate 
agreement as to such use is reached with the
applicable franchisor.



ARTICLE XXXVII

37.1    Lessor's 012tion to Terminate Lease.  Except as 
specifically provided in this Lease, Lessor
may not terminate this Lease.



37.2	Early Termination Payments.

(a)	Sale of Leased Propeit.  In the event 
Lessor enters into a bona fide contract to 
sell
the Leased Property, Lessor may terminate this Lease by 
giving not less than thirty (30) days' prior notice to 
Lessee of Lessor's election to terminate this Lease 
effective upon closing of the sale contemplated by such 
contract.  If Lessor sells the Leased Property to a 
purchaser and Lessee is not retained, within one calendar 
year of such sale, to either lease or manage the Leased 
Property after the sale, Lessor shall pay, subject to 
Section 6.4 hereof, the Lessee, upon closing of such sale, 
an amount (the "Ten-nination Amount") determined as 
follows:



Year of Lease              Amount of Payment Mo



1
2
3
4
5
6
7
8
9
10

I I	and thereafter (including any renewal term)



In the event Lessee is retained to either lease 
or manage the Leased Property within one year following 
the sale of the Leased Property, Lessee shall pay Lessor 
the Tennination Amount paid to Lessee upon closing of the 
sale immediately upon commencement of the lease or 
management contract, as the case may be.  This provision 
shall survive termination of this Lease.



The above-listed percentages refer to the percentage of 
the immed ' iately precedin g Fiscal
Year's gross revenues for the Leased Property.



I
in addition, if this Lease is terminated due to 
the circumstances described in Articles XIV or XV hereof, 
Lessor shall pay Lessee the Termination Amount within 30 
days of Lessor's receipt of the proceeds from the event 
causing such termination.



(b)     Casualiy or Condemnation.  In the event the Lease 
is terminated by reason of the
circumstances described in Articles XIV or XV hereof, 
Lessee shall only be entitled to the early termination



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payment described above to the extent that the insurance 
proceeds or the condemnation proceeds, as the case may be, 
arising from such circumstances exceed the total cost of 
the Leased Property on Lessor's books calculated in 
accordance with GAAP, adding thereto any and all 
accumulated depreciation and amortization.  In addition, 
Lessee shall only be entitled to an early termination 
payment arising from such circumstances to the extent it 
fails to recover condemnation proceeds after diligently 
pursuing the recovery thereof through all levels of 
appeal, for the losses and damages suffered by it due to 
the early termination.



(c)     Default.  Lessee shall not be entitled to any 
payments, fees or damages for
termination of this Lease due to Lessee's Event of Default 
hereunder.



(d)	Development.  In the event Lessor 
pursues a Development Project in 
accordance
with Section 1.3 hereof	and Lessee and Lessor fail to 
agree upon the terms of a revised 
percentage lease
agreement in accordance	with Section 1.3 hereof, then 
Lessor may terminate the lease in 
accordance with
Section 1.3. Upon such termination, Lessor shall pay, 
s4bject to Section 6.4 hereof, the Lessee, within 90 days 
of the closing of the percentage lease with another party, 
one-half of the Termination Amount; provided, however, if 
the percentage lease entered into by Lessor with respect 
to the Leased Property is with an Affiliate of Lessor or 
is with Capstar Hotel Company or an Affiliate of Capstar 
Hotel Company, Lessor shall pay Lessee the entire 
Tennination Amount then payable.



Any amount payable by Lessor to Lessee under 
this Section 37.2 shall be reduced and offset by any 
amount payable by Lessee to Lessor under this Lease, 
including, without limitation, any amount payable under 
Section 6.4 hereof.



ARTICLE XXXVIII

Compliance with Franchise Agreement.  To the extent 
any of the provisions of the Franchise Agreement impose a 
greater obligation on Lessee than the coffesponding 
provisions of this Lease, then Lessee shall be obligated 
to comply with, and the provisions of this Lease are 
deemed modified to the extent necessary to comply with, 
the provisions of the Franchise Acreement, it being the 
intent of the parties hereto that Lessee comply in every 
respect with the provisions of the Franchise Agreement so 
as to avoid any default thereunder.



AR'NCLE XXXIX

Guaraniy AP-reement.  Lessee shall cause the Guarantor 
to,execute and deliver the Guaranty
Agreement in the form of Exhibit L.



[Signature Pages to Follow]



-57-

IN WITNESS WHEREOF, the parties have executed this Lease 
under seal by their duly
authorized officers as of the date first above written.



"LESSOR"

BOYKIN HOTEL PROPERTIES, L.P.



/@@ 4, d

By:

I



Title: @,@



"LESSEE"

SOUTH SEAS ESTERO ISLAND, LTD.

By:	South Seas Estero, L.L.C.,
an Ohio Limited Liability Company, its General Partner

(?,D w 10&', y
By:	South Seas Properties@i@ted Partnership, its Sole 
Member



By: T&T
its



@rts, L.C.,
nerli Partner



Taylor



By: Robert	Taylor
Title: Chairman and Manager



"GUARANTOR"

SOUTH SEAS @SE)R      ERTIES
COMPANY LIMITED PARTNERSIUP



By: T&T



&T
its G



By:	Robert M. Tay I r
Title: Chairman and Manger



-58-



[CORPORATE SEAL]

The Mariner Group's execution below isfor the sole purpose 
ofmaking representations and warranties and
being obligated with respect to the covenants contained in 
4rticle XIII hereof.



STATE OF OIRO
) SS:



By- I I               . -T/7,
Its:	@l Yrol) t ->



COUNTY OF CUYAHOGA )


	The fore		rument was a		before me this 19 day of             
1998, by
		,@oing inst		cknowledged

	M4@-) @ [-.	t@ttccl	as	'I @	of Boykin Hotel 
Properties, L.P., an



Ohio Limited Partnership ("Lessee").

Mycommissionexpires:	M@@ 2L@ 2C@-Z--



Notary Public



				ALLISON O. BROZ


	D , v/			NotarY Public-State ol 
Ohio,	Cuya. Cty.
	.c w-	C, r., @-Z		my 
commission Expires	0 2-c@@


STATE OF




	V		) SS:
COUNTY	&)eC	GA



The foregoing instrument was acknowledged before me 
this.U Way of @ r@ r!i, 1998, by Robert M. Taylor, as 
Chairinan and Manager of T&T Resorts, L.C. which is the 
General Partner of South Seas Properties Limited 
Partnership, the Sole Member of South Seas Estero, L.L.C., 
an Ohio Limited Liability Company, the General Partner of 
South Seas Estero Island, Ltd., ("Lessee").



My commission expires: 4S.4 Lt 5 t )-2, -2 
O'o Z -

i           I



EDMNA L. VEILLETRE
MY COMMISSION # CC 670150
EXPIRES: August 12, 2DOI



-59-



@, 0



Notary Public

IlytI
STATE OFGM 4 , lo f i d @ )
) SS:

COUNTY   CFI



The foregoing instrument was acknowledged before me 
this o@ay of @ britt ir %/, 1998, by Robert M. Taylor as 
Chainnan and Manager of T&T Reso rts, L.C., the General 
Partner of SouthSeas Resorts Properties Company Limited 
Partnership ("Guarantor").

My commission expires: Ak c ks t /.? 0
u



 ....... .    EDWINA L. VEILLETRE
-1@ ., I      MY COMMISSION # CC 670160

@-i

EXPIRES:	August 12, 2DOI
,         B=W Thru NOW Pubk Underwftm



@,IV

STATE OF @



@. I



Notary Public



STATE OF
 . I)ey              SS:

COUNTY OF C            GA )

The foregoing instrument was acknowledged before me 
thisIMMay of iCe- @ r " CL r @, 1998 by
0 b ec          @A       o r              as         -
P VKA- @ -of The Mariner Group.

My commission expires:       Lt-S f 1.2. -P po@



MISSION # CC 670150
PIRES:	August 12, 2001



-60-



Notary Public