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                                                                   EXHIBIT 10.23


                         ASHFORD HOSPITALITY TRUST, INC.
                             SUBSCRIPTION AGREEMENT

Ashford Hospitality Trust, Inc.
14180 Dallas Parkway, 9th Floor
Dallas, TX 75254
Attention:  David A. Brooks


Re:      Private Placement of Securities

Gentlemen:

         This SUBSCRIPTION AGREEMENT (this "Agreement"), is intended to set
forth certain representations, warranties, covenants, acknowledgments and
agreements of the undersigned (the "Subscriber") with Ashford Hospitality Trust,
Inc., a Maryland corporation and real estate investment trust (the "Company").

         THE SUBSCRIBER UNDERSTANDS THAT THE COMMON STOCK OF THE COMPANY IS
ILLIQUID AND INVOLVES A HIGH DEGREE OF SPECULATIVE RISK.

         THE SUBSCRIBER FURTHER UNDERSTANDS THAT THE COMMON STOCK HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND THAT WITHOUT SUCH
REGISTRATION, SUCH COMMON STOCK MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER,
OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
ACT, OR ANY OTHER APPLICABLE SECURITIES LAWS OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER.

         THE SUBSCRIBER FURTHER UNDERSTANDS THAT THE DOCUMENTS, RECORDS, BOOKS
AND OTHER INFORMATION PROVIDED TO THE SUBSCRIBER IN CONNECTION WITH THE
SUBSCRIPTION HEREUNDER IS FOR THE SUBSCRIBER'S CONFIDENTIAL USE ONLY AND MAY NOT
BE REPRODUCED IN ANY MANNER OR MADE AVAILABLE TO ANY OTHER PERSON, OTHER THAN
THE SUBSCRIBER'S ATTORNEYS, ACCOUNTANTS AND REPRESENTATIVES, IF ANY. ANY ACTION
IN VIOLATION OF THE PRECEDING SENTENCE MAY PLACE THE SUBSCRIBER AND THE COMPANY
IN VIOLATION OF SECURITIES LAWS, INCLUDING THE ACT AND THE TEXAS SECURITIES ACT
(DEFINED BELOW).

1.       Subscription. Subject to the terms and conditions hereof, the
         Subscriber hereby subscribes for and agrees to purchase TWO HUNDRED AND
         FIFTY THOUSAND (250,000) shares (the "Subscription") of the Company's
         Common Stock, $0.01 par value (the "Securities"), at a price per share
         (the "Purchase Amount") equal to the offering price, net of an amount
         equal to the underwriting discount, as more particularly described



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         in the Form S-11 as filed with the Securities and Exchange Commission
         on May 14, 2003 (the "Offering"), a copy of which has been delivered to
         and reviewed by the Subscriber. The Purchase Amount shall be due and
         payable to the Company at the closing of the Offering. In respect of
         such Subscription, the Subscriber delivers herewith, to the attention
         of the Company at the address of the Company set forth above, along
         with this Agreement, (i) two original signature pages of this
         Agreement, (ii) two originals of the Spousal Consent, attached hereto
         as Exhibit I , signed by the Subscriber's spouse, and (iii) a fully
         completed Investor Information Sheet and Accredited Investor
         Questionnaire, attached hereto as Exhibits II and III, respectively.

2.       Acceptance of Subscription; Delivery of Securities. The Subscriber
         understands and agrees that this Subscription is made subject to the
         following terms and conditions:

         (a)      The Company shall have the right to reject this Subscription,
                  in whole but not in part, if (i) the Subscriber fails to make
                  the deliveries to the Company set forth in Section 1 above, or
                  (ii) the Company, in its sole discretion, determines that the
                  offer of issuance of the Securities to the Subscriber would
                  not qualify for exemption from the securities laws as provided
                  herein below;

         and

         (b)      The Securities to be issued and delivered on account of this
                  Subscription will only be registered in the name of, and
                  delivered to, the Subscriber upon receipt by the Company of
                  the items listed in Section 1, subject to Section 2(a) above,
                  and the Subscriber agrees to comply with the terms of this
                  Agreement and to execute any and all further documents
                  necessary in connection with this Subscription.

3.       Representations and Warranties of the Subscriber. The Subscriber
         understands (i) that the Securities are being offered and sold under an
         exemption from registration under the Act and the Texas Securities Act
         of 1957, as amended (the "Texas Securities Act") or the Rules and
         Regulations promulgated thereunder, (ii) that this transaction has not
         been scrutinized by the Securities and Exchange Commission or by any
         agency charged with the administration of the securities laws of the
         State of Texas or any other State or jurisdiction, (iii) that all
         documents, records, books and other information pertaining to this
         investment have been made available to the Subscriber and the
         Subscriber's representatives, including the Subscriber's attorneys,
         accountants and purchaser representative, if any, and (iv) that the
         books and records of the Company will be available upon reasonable
         notice for inspection by investors during reasonable business hours at
         the address of the Company set forth above. The Subscriber hereby
         represents and warrants as follows:

         (a)      This Agreement is a valid and legally binding obligation of
                  the Subscriber, enforceable in accordance with its terms
                  except as affected by (i) bankruptcy law and (ii) equitable
                  principles, and the Subscriber has full power and authority to
                  enter in this Agreement;



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         (b)      The Subscriber is an "accredited investor" within the meaning
                  of Rule 501(a) of Regulation D under the Act, as represented
                  by the Subscriber in the Accredited Investor Questionnaire
                  delivered by the Subscriber pursuant to Section 1;

         (c)      The Subscriber is a resident of the State of Texas;

         (d)      This investment pursuant to the Subscription does not exceed
                  twenty percent (20%) of the Subscriber's net worth (or joint
                  net worth with the Subscriber's spouse);

         (e)      The Subscriber is able (i) to bear the economic risk of this
                  investment, (ii) to hold the Securities indefinitely, and
                  (iii) at present, to afford a complete loss of this
                  investment;

         (f)      The Subscriber has adequate means of providing for current
                  needs and personal contingencies and has no need for liquidity
                  in this investment;

         (g)      The Subscriber or the Subscriber's purchaser representative,
                  if any, has knowledge of finance, securities and investments
                  generally, and has the experience and skill necessary to
                  evaluate the merits and risks of this investment and make an
                  informed investment decision;

         (h)      The Subscriber has received and reviewed such information
                  concerning (i) the Company, (ii) the operations and financial
                  condition of the Company and (iii) the Securities, as the
                  Subscriber deems necessary or desirable for the investment
                  decision required in connection with this Subscription;

         (i)      The Subscriber, in making the decision to purchase the
                  Securities, has relied solely upon independent investigations
                  made by the Subscriber or the Subscriber's purchaser
                  representative, if any, or other representatives of the
                  Subscriber, including professional tax and other advisors, and
                  the Subscriber and such representatives and advisors have been
                  given the opportunity to ask questions of, and to receive
                  answers from, persons acting on behalf of the Company
                  concerning the terms and conditions of this offering, and to
                  obtain any additional information, to the extent such persons
                  possess such information or can acquire it without
                  unreasonable effort or expense, necessary to verify the
                  accuracy of the information provided to the Subscriber or such
                  representatives of the Subscriber;

         (j)      The Securities hereby subscribed are being acquired by the
                  Subscriber in good faith solely for the Subscriber's own
                  account, for investment purposes only, and are not and will
                  not be acquired for resale, resyndication, distribution,
                  subdivision or fractionalization thereof; the Subscriber has
                  no contract or arrangement with any person to sell, pledge,
                  hypothecate or otherwise transfer to any person the Securities
                  or any part thereof; the Subscriber has no present plans to
                  enter into any such contract or arrangement; and the
                  Subscriber understands that as a result the Subscriber must
                  bear the economic risk of the investment for an indefinite
                  period of time because the Securities have not been registered
                  under the Act or the



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                  securities laws of any State or other jurisdiction and,
                  therefore, cannot be sold, pledged, hypothecated or otherwise
                  transferred unless they are subsequently registered under the
                  Act and other applicable securities laws (which the Company is
                  not obligated to do, and has no present intention of doing) or
                  unless an exemption from such registration is available;

         (k)      The Subscriber understands that no federal or state agency has
                  passed on or made any recommendation or endorsement of the
                  Securities and that the Company is relying on the truth and
                  accuracy of the representations, warranties, covenants,
                  acknowledgments and agreements herein made by the Subscriber
                  in offering the Securities for sale to the Subscriber without
                  having first registered the same under the Act or any other
                  applicable securities laws;

         (l)      The funds provided by the Subscriber for this investment are
                  either separate property of the Subscriber, community property
                  over which the Subscriber has the right of control or are
                  otherwise funds as to which the Subscriber has the sole right
                  of management; and

         (m)      The Subscriber understands that the Securities are subject to
                  the limitations set forth in paragraph (2)-(4) of Section
                  109.13(j) of the Regulations promulgated under the Texas
                  Securities Act.

4.       Legends. The Subscriber consents to the placement of a legend on any
         certificate evidencing the Securities, which legend shall be in form
         substantially as follows:

                  THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
                  ANY STATE OR OTHER JURISDICTION. WITHOUT SUCH REGISTRATION,
                  SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
                  OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO ASHFORD
                  HOSPITALITY TRUST, INC. (THE "COMPANY") OF AN OPINION OF
                  COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
                  REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF
                  SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO
                  THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF
                  THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
                  STATE OR FOREIGN SECURITIES LAWS OR ANY RULE OR REGULATION
                  PROMULGATED THEREUNDER.

5.       Transferability. The Subscriber agrees not to sell, pledge, hypothecate
         or otherwise transfer the Securities without registration under the Act
         and any other applicable securities laws or without exemptions
         therefrom.



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6.       Revocation. This Agreement may not be canceled, terminated or revoked
         by the Subscriber, shall survive the death or disability of the
         Subscriber and shall be binding upon the Subscriber's heirs, executors,
         administrators, successors and assigns.

7.       No Waiver. Notwithstanding any of the representations, warranties,
         covenants, acknowledgments or agreements made herein by the Subscriber,
         the Subscriber does not hereby or in any other manner waive any rights
         granted to the Subscriber under federal or state securities laws.

8.       Miscellaneous.

         (a)      All notices or other communications given or made hereunder
                  shall be in writing and shall be delivered or mailed by
                  registered or certified mail, return receipt requested,
                  postage prepaid, to the Subscriber at the address set forth on
                  Exhibit II or to the Company at the address for the Company
                  set forth above.

         (b)      This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Maryland.

         (c)      This Agreement constitutes the entire agreement among the
                  Company and the Subscriber with respect to the subject matter
                  hereof and may be amended only by a writing executed by the
                  Company and the Subscriber.

         (d)      Neither this Agreement nor any interest herein may be
                  transferred or assigned by the Subscriber.

         (e)      Captions herein are inserted for the convenience of reference
                  only and shall be ignored in construction or interpretation of
                  this Agreement.

9.       Waiver of Suitability Standards. The Company reserves the right to
         review the suitability of any person (or entity) desiring to purchase
         the Securities and in connection with such review to waive such
         suitability standards as to such person (or entity) as the Company
         deems appropriate under applicable law.

10.      Acknowledgments of the Subscriber.

         The Subscriber acknowledges that:

         (a)      There have been no representations, guarantees or warranties
                  made to the Subscriber by the Company, any officers, directors
                  or shareholders of the Company, their agents or employees or
                  any other person, expressly or by implication, with respect
                  to:

                  (i)      The length of time that the Subscriber will be
                           required to remain as owner of the Securities;



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                  (ii)     The percentage of profit or amount of or type of
                           consideration, profit or loss (including tax
                           write-offs or tax benefits) to be realized, if any,
                           as a result of this investment; and

                  (iii)    The possibility that the past performance or
                           experience on the part of the Company or any of its
                           affiliates or employees might in any way indicate the
                           predictable results of the ownership of the
                           Securities or the relative success of the Company;

         (b)      This investment is speculative and involves a high degree of
                  risk;

         (c)      The Subscriber has had full and complete access to all
                  financial and business information relating to the Company;
                  and

         (d)      The offer and issuance of the Securities to the Subscriber
                  have not been accomplished by any form of general solicitation
                  or general advertising, including, but not limited to, (i) any
                  advertisement, article, notice or other communication
                  published in any newspaper, magazine or similar media, or
                  broadcast over television or radio, and (ii) any seminar or
                  meeting whose attendees have been invited by any general
                  solicitation or general advertising.

11.      Continuing Effect of Representations, Warranties and Acknowledgments.
         The representations, warranties and acknowledgments contained herein
         are true and accurate as of the date of this Agreement and shall be
         true and accurate as of the date of delivery of the purchase price, the
         executed signature pages of this Agreement and the other items listed
         in Section 1 and shall survive such delivery. If in any respect such
         representations, warranties and acknowledgments shall not be true and
         accurate prior to such delivery, the Subscriber shall give immediate
         written notice of such fact to the Company, specifying which
         representations, warranties and acknowledgments are not true and
         accurate and the reasons therefor.

12.      Indemnification. The Subscriber understands the meaning and legal
         consequences of the representations, warranties and acknowledgments
         contained herein, and hereby agrees to indemnify and hold harmless the
         Company, its officers, directors, or shareholders and any of its
         agents, representatives or employees, from and against any and all
         loss, damage or liability (including costs and reasonable attorney
         fees) due to or arising out of a breach of any representation, warranty
         or acknowledgment of the Subscriber contained in this Agreement or
         arising out of the Act, the Texas Securities Act or any other
         securities laws.

                            [Signature page follows]




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         The Subscriber, desiring to enter into this Agreement for the
Subscription of the Securities, hereby agrees to all of the terms and provisions
of this Agreement and agrees to be bound by all such terms and provisions. The
Subscriber has executed this Agreement as of the 15th day of May, 2003.

                                   SUBSCRIBER:

                                   By: /s/ MONTGOMERY J. BENNETT
                                      -----------------------------------------
                                      Montgomery J. Bennett


         ASHFORD HOSPITALITY TRUST, INC. hereby accepts the foregoing
subscription subject to the terms and conditions of this Agreement as of the
15th day of May, 2003.

                                   COMPANY:
                                   ASHFORD HOSPITALITY TRUST, INC.

                                   By: /s/ MONTGOMERY J. BENNETT
                                      -----------------------------------------

                                   Name:  Montgomery J. Bennett
                                        ---------------------------------------
                                   Title: President
                                         --------------------------------------



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