Exhibit 10.13

================================================================================

                      DATED THIS 2ND DAY OF OCTOBER, 1997


                                   AGREEMENT


                                    Between


                        CONSERVER CORPORATION OF AMERICA


                                      And


                   DORSETT HOTELS & RESORTS INTERNATIONAL LTD


                                      FOR


                                  APPOINTMENT


                                       OF


                         EXCLUSIVE OPERATOR AND MANAGER


                                       OF


                                 CERTAIN HOTELS


                               KADIR, TAN & RAMLI
                                  KUALA LUMPUR


                         ORRICK, HERRINGTON & SUTCLIFF
                                    NEW YORK


================================================================================



<PAGE>

         AN AGREEMENT made this 2nd day of October, 1997 between Conserver
Corporation of America, a company incorporated in Delaware with its principal
office at 3250, Mary Street, Suite 405, Coconut Grove, Florida (USA) 33133
("Conserver") and Dorsett Hotels & Resorts International Ltd, a company
incorporated under the laws of the British Virgin Islands with its principal
office at P 0 Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin
Islands (the "Company").


         WHEREAS, the Company is authorized and empowered by the Owners of the
existing and future hotels described in Schedule 1 hereto (the "Hotels") to
engage Conserver (the "Exclusive Engagement") to act, upon the terms and subject
to the conditions contained herein, as the exclusive Operator and manager of
each of the Hotels in accordance with the terms and conditions of an Operating
Agreement substantially in the form annexed hereto as Exhibit A. The Company so
desires to appoint Conserver and subject to stockholder approval, Conserver
desires to be so engaged;


         WHEREAS, for the privilege of being granted the Exclusive Engagement
and in consideration of the favourable terms contained in the Operating
Agreements, Conserver agrees effective the Effective Date (as hereinafter
defined) (i) to pay to the Company or its designees, US$3,000,000 and (ii) to


                                       2

<PAGE>


grant to the Company or its designees the right to receive an aggregate
2,000,000 shares (the "Shares") of Common Stock, $.001 per value, of Conserver,
subject to the terms hereinafter described; and


         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the parties
hereto have agreed and by execution of this Agreement hereby do agree to
consummate the aforementioned transactions (the "Transactions") subject to the
terms, conditions, covenants and agreements contained herein.



                                   ARTICLE I

                    EXCLUSIVE ENGAGEMENT, ISSUANCE OF SHARES


1.      EXCLUSIVE ENGAGEMENT, ISSUANCE OF SHARES
        ----------------------------------------

1.1     Issuance of Shares
        ------------------

        Subject to the terms and conditions hereof, upon execution and delivery
        by the parties hereto of the first three Operating Agreements identified
        on Schedule 1 hereto, Conserver agrees (i) to pay to the Company or it
        designees, US$3,000,000 (which payment to be made within two weeks
        following the Effective Date) and (ii) to grant to the Company, the
        right to receive (i) fifty percent (50%) of the Shares on the Effective
        Date and (ii) the remaining fifty percent (50%) of the Shares in the
        form of a direct issuance, options to acquire Shares, an escrow
        arrangement or otherwise as mutually agreed between Conserver and the

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<PAGE>


        Company, in each case such arrangement taking into consideration in part
        upon the number of hotels under management and the completion of new
        hotels to be managed by Conserver. The Shares which shall rank on a pari
        passu basis with all other shares of Common Stock of Conserver.
        "Effective Date" shall mean the date Conserver receives approval from a
        majority of its stockholders to enter into the Transactions.


1.2     Representations of Conserver Regarding the Shares
        -------------------------------------------------

        Conserver hereby represents and warrants to the Company that (i)
        Conserver will have the full right, power and authority to enter into
        this Agreement and to issue the Shares to the Company on the Effective
        Date as herein provided, free and clear of any lien, encumbrance,
        security interest, or pledge created by Conserver (collectively referred
        to as "Encumbrances"), (ii) upon consummation of the Transactions
        contemplated by this Agreement and registration of the Shares in the
        name of the Company in the stock records of Conserver, the Company will
        acquire good and valid title to the Shares, free and clear of all
        Encumbrances, subject to the Escrow, if any, and (ii) as of the date
        hereof Conserver has the capitalisation set forth on Schedule 3 hereto.

                                       4
<PAGE>


2.      CERTAIN MATTERS RELATING TO
        THE SHARES AND THE INTEREST
        ---------------------------

2.1     Investment Representations of the Company
        -----------------------------------------

        The Company acknowledges, that the acquisition of the Shares is a highly
        speculative investment. This Agreement is made in reliance upon the
        express representations and warranties of the Company that -


(1)     the Company is able, without impairing its financial condition, to hold
        the Shares for an indefinite period of time and to suffer a complete
        loss on his, her or its investment;


(2)     the Company has discussed Conserver and its plans, operations and
        financial condition with its officers and he has received all such
        information as he, she or it deems necessary and appropriate to enable
        him to evaluate the financial risk inherent in making an investment in
        the Shares, and has received and had access to satisfactory and complete
        information concerning the business and financial condition of the
        Company in response to his inquiries in respect thereof;


(3)     the Shares are being acquired for such Company's own account for
        investment and not with a view to, or for sale in connection with, the

                                       5
<PAGE>


        distribution thereof, nor with any present intention of distributing or
        selling the Shares;


(4)     the Company either (A) has a pre-existing business or personal
        relationship with Conserver or any of its officers, directors or
        controlling persons or (B) could be reasonably assumed to have the
        capacity to evaluate the merits and risks of an investment in Conserver
        and to protect the Company's own interests in connection with this
        transaction by reason of the Company's business or financial experience
        or the business or financial experience of the Company's professional
        advisors who are unaffiliated with and who are not compensated by
        Conserver or any affiliate or selling agent of Conserver, directly or
        indirectly;


(5)     the Company's principal office is located at the address indicated at
        the beginning of this Agreement; and


(6)     the Shares may not be sole without registration under the Securities Act
        of 1933, as amended (the "Act"), or an exemption therefrom.


2.2     Representation of the Company
        Regarding the Hotels
        -----------------------------

        The Company represents that the information provided to Conserver with
        respect to the historical and projected operations of the Hotels and

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<PAGE>

        planned improvements to be made thereto is accurate and complete in all
        material respects.


2.3     Legends of Certificates
        -----------------------

        Until such time as the Shares, shall have been registered under the Act,
        or shall have been transferred in accordance with an opinion of counsel
        satisfactory to Conserver that such registration is not required, stop
        transfer instructions shall be issued to Conserver's transfer agent, and
        so long as required under the Act or the regulations promulgated
        thereunder, the certificate(s) representing the Shares, shall bear
        substantially the following legend:-


          "The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended (the "Act").
          These securities have not been acquired with a view to distribution or
          resale, and may not be sold, exchanged, mortgaged, pledged,
          hypothecated or otherwise transferred without an effective
          registration statement for such shares under the Act, as amended, and
          any applicable state laws, or an opinion of counsel satisfactory to
          Conserver Corporation of America that registration is not required
          under such Act or under applicable laws."

        So long as this Agreement is in effect, stop transfer instructions shall
        be issued to Conserver's transfer agent, if any, or if Conserver
        transfers its own securities, a notation shall be made in the
        appropriate records of Conserver with respect to the Shares, and so long

                                       7
<PAGE>

        as required, the certificate(s) representing the Shares shall bear
        substantially the following legend:-


          "The securities represented by this certificate are subject to
          restrictions on voting and transfer and may not (nor may any interest
          therein), directly or indirectly, voluntarily or involuntarily, be
          sold, exchanged, mortgaged, pledged, hypothecated, given, bequeathed,
          transferred, assigned, encumbered, alienated, or in any other way
          whatsoever be disposed of except in accordance with and subject to all
          terms and conditions of a certain Agreement dated as of October 2,
          1997, a copy of which is on file at the principal office of Conserver
          Corporation of America."


2.4     Restrictions on Transfer of Shares
        ----------------------------------

        The Company shall not for a period of three years from the date of
        issuance or transfer, as applicable, of the Shares, voluntarily or
        involuntarily, directly or indirectly, sell, contract to sell, grant a
        right to purchase, exchange, mortgage, pledge, hypothecate, give,
        bequeath, transfer, assign, encumber, alienate or in any other way
        whatsoever dispose of (hereinafter collectively called "transfer") any
        of the Shares, including any options and warrants with respect to the
        Shares, received by way of dividend or upon an increase, reduction,
        substitution or reclassification or combination of stock of Conserver or
        upon any reorganisation of Conserver, as applicable. Notwithstanding any

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        of the foregoing, the Company may transfer the Shares to any subsidiary
        or affiliate of the Company, subject to Conserver's consent, which
        consent shall not be unreasonably withheld.


2.5     Voting Agreement
        ----------------

        The Company and Conserver hereby agree that during the period that until
        the later of (i) the date all Shares are issued to the Company pursuant
        to the terms hereof, or (ii) three years from the Effective Date, the
        Company agrees to give Conserver by execution of this Agreement and in
        order to secure the rights set forth above, an irrevocable proxy of the
        Company to vote on all matters as Conserver deems appropriate, with
        respect to the Shares at all meetings of the stockholders of Conserver
        and by means of any written consent of stockholders with respect to all
        matters. Conserver hereby designates Charles H Stein, the Chairman,
        President and Chief Executive Officer of Conserver as the authorised
        person to exercise the aforementioned voting rights on behalf of
        Conserver, and, unless Charles H Stein shall for whatever reason become
        incapacitated so to act, Conserver shall not appoint another person to
        exercise such rights.


2.6     Repurchase of the Shares
        ------------------------

        In the event that the Company wishes to sell all or any part of the
        Shares after the period provided in Section 2.3, Conserver shall have
        the first option to purchase all

                                       9
<PAGE>


        or any part of the Shares from the Company. The Company shall give
        Conserver written notice thereof of its intention to sell any or all of
        the Shares. Conserver shall have a right to purchase said shares at a
        price equal to the (i) closing price per share as reported on the Nasdaq
        (as reported in the Wall Street Journal) on the date written notice is
        given to Conserver or (ii) the price offered to the Company by an
        unaffiliated third party (not a competitor of Conserver) in an
        irrevocable and unconditional bona fide written offer (the "Bona Fide
        Offer"), as applicable. Conserver shall have the right to purchase all
        or a portion of the Shares by giving the Company written notice no later
        than 10 business days after written notice is provided to Conserver. In
        the event that Conserver fails to exercise its option pursuant to this
        Section 2.5, the Company shall have the right to sell the Shares (which
        have been released from Escrow, if applicable) to such third party at
        the price offered to Conserver without any further obligations to sell
        the Shares to Conserver. If, however, any or all the Shares are not sold
        pursuant to the Bona Fide Offer within 30 days from the receipt by
        Conserver of the Company's notice of intent to sell, the unsold Shares
        shall remain subject to the terms of this Agreement.

                                       10
<PAGE>


3.      NON-WAIVER
        ----------

3.1     No failure or delay on the part of either party hereto in exercising any
        power or right hereunder shall operate as a waiver thereof, nor shall
        any single or partial exercise of such right or power preclude any other
        or further exercise thereof or the exercise of any other right or power
        herein.


4.      CONSENT AND APPROVALS
        ---------------------

4.1     The parties hereto agree that as soon as possible after the execution of
        this Agreement they will take all necessary steps to obtain any
        necessary or appropriate governmental approvals or permits to consummate
        the Transactions. The parties hereto acknowledge and agree that if the
        structure of the Transactions requires amendment to, among other things,
        achieve more favourable tax and accounting treatment for Conserver,
        and/or the Company, each party shall co-operate with the other to take
        all action necessary (not to the material detriment of either party) to
        amend the terms or structure of the Transactions, as appropriate, while
        preserving the economic benefits to each party as provided herein.


5.      TRADE SECRETS
        -------------

5.1     Each of the parties hereto hereby agrees -

        (a) that any technical, economic, commercial, financial and other
        information which is secret or confidential and is acquired from any

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<PAGE>

        party hereto or from any entity directly or indirectly affiliated with
        such party or from Conserver or the Company shall be kept strictly
        secret and confidential and shall not be used for its own benefit or be
        disclosed to any third party and that all reasonable steps shall be
        taken to prevent the disclosure thereof to third parties by its
        employees or others;


(b)     that on the termination of this Agreement for any reason all documents
        given by one party to the other party considered to be confidential
        shall be returned to such party by the other;


(c)     that the covenants and obligations of this Clause shall survive
        Expiration or termination of this Agreement and the parties hereto shall
        continue to observe them regardless of whether its rights hereunder
        shall be terminated or it shall cease to be a party hereto or the
        Company holds shares in Conserver, except and until either party can
        reasonably demonstrate to the other that any specific information
        previously regarded as secret or confidential has entered the public
        domain through no act or default of such party.

                                       12
<PAGE>

6.      ARBITRATION
        -----------

6.1     Each party hereto shall use all reasonable efforts to resolve amicably
        any controversy or dispute arising out of or relating to this Agreement,
        including reasonable efforts to resolve any controversy or dispute by
        consultation between the chairman of each party hereto in the event that
        any controversy or dispute is not otherwise amicably resolved. If any
        dispute or difference shall arise between the parties hereto touching
        any clause, matter or thing herein contained or the operation or
        construction thereof or any matter or thing in any way connected with
        this Agreement, then and in every such case the dispute or difference
        shall be referred to a single arbitrator in case the parties agree upon
        one and otherwise to two arbitrators one to be appointed by each party
        and in either case in accordance with and subject to the provisions of
        the International Chamber of Commerce or any statutory modification or
        re-enactment thereof for the time being in force and such arbitration
        shall be held in the City of London, England or in such other place as
        the parties shall mutually agree.


7.      NOTICES
        -------

7.1     Any notices or communications required or permitted to be given
        hereunder shall be in writing (including telegraphic, telecopy, telex or
        cable communications) and mailed, telegraphed, telecopied, telexed,

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<PAGE>

        cabled or personally delivered to the party at the address specified at
        the beginning of this Agreement or at such other address or number as
        the recipient shall previously have designated by written notice to the
        other party in the manner specified herein. Notice shall be deemed to
        have been given and delivered to any party hereto on the date of the
        addressee's receipt thereof. All notices and communications hereunder,
        and all documents or instruments delivered, in connection with this
        Agreement shall be in the English language and in the event of any
        conflict, the English version of any such documents or instruments shall
        govern in all circumstances.


8.      MISCELLANEOUS
        -------------

8.1     Substitution
        ------------

        Notwithstanding the specific hotels listed in Schedule 1 hereto, where
        it is to the mutual benefits of the parties hereto, the Company may,
        with the agreement of Conserver, substitute any of the Hotels with
        another hotel in the same or a different location.


8.2     Applicable Law
        --------------

        The validity, construction and performance of this Agreement shall be
        governed by this Agreement shall be interpreted in accordance with the

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<PAGE>

        laws of England and any arbitration initiated hereunder shall apply the
        laws of such country.


8.3     Assignment
        ----------

        This Agreement and all rights and obligations hereunder are personal as
        to the parties hereto and neither of the parties hereto shall assign or
        attempt to assign any such rights or obligations without the prior
        consent of the other given in writing.


8.4     No Partnership
        --------------

        Nothing in this Agreement shall be deemed to create a partnership
        between the parties hereto.


8.5     Severability
        ------------

        Each Clause hereof shall be deemed to be independent and the invalidity
        of any such Clause which may be unenforceable as contrary to the
        principles of law of any country shall not affect the validity of any
        other Clause of this Agreement.


8.6     Counterpart Signatures
        ----------------------

        This Agreement may be executed in any number of counterparts, each of
        which shall be deemed to be an original and all of which shall
        constitute one and the same agreement.

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<PAGE>


8.7     Mutual Intentions
        -----------------

        The parties hereto recognize and accept that it is impracticable to
        provide herein for every contingency that may arise in course of the
        performance of the terms and conditions contained in this Agreement or
        in the operation of the Transactions contemplated hereby and accordingly
        they hereby declare it to be their mutual intention that in all cases
        they shall each of them use their best endeavours to ensure that this
        Agreement shall operate as between themselves fairly and equitably.

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<PAGE>


        IN WITNESS WHEREOF the parties hereto have hereunto set their hands the
day and year first above written. 



SIGNED by                       )
                                )
for and on behalf of            )                     /s/
Conserver in the presence       )
of -                            )

               /s/
         LOW YONG SUAN
         ADVOCATE & SOLICITOR
         KUALA LUMPUR



SIGNED by                       )
                                )
for and on behalf of the        )                     /s/
Company in the presence         )
of -                            )

               /s/
         LOW YONG SUAN
         ADVOCATE & SOLICITOR
         KUALA LUMPUR


                                       17
<PAGE>


                                   Schedule 1
                                   ----------


                       List of Hotels Currently Operating

Dallas Grand Hotel, Dallas, Texas

Dorsett Regency Bali, Indonesia

Rockman's Regency Melbourne, Australia



                    List of Additional Planned Hotels Which
                     Conserver Will Have Option To Operate


Dorsett Regency, Kuala Lumpur, Malaysia

Dorsett Seremban Resort, Seremban, Malaysia

Radisson Plaza, Edmonton, Canada

Dorsett Court, Angkor Wat, Siem Riep, Cambodia

Dorsett Hotel, Phuket, Thailand

Dorsett Regency Hotel and Casino, Sakhalin Island, Russian

Federation

                                       18
<PAGE>


                                   Schedule 2
                                   ----------

                       Schedule of Release of the Shares


<TABLE>
<CAPTION>

                                                                                              Date of
Number of Shares                                                                       Execution of Related
To be Released                 Hotel Name and Location                                  Operating Agreement
----------------               -----------------------                                 ---------------------
                    

<S>                            <C>                                                     <C>
                                {  Dallas Grand Hotel, Dallas, Texas                    Effective Date
1,000,000                          Dorsett Regency Bali, Indonesia                      Effective Date
                                {  Rockman's Regency, Melbourne, Austrailia             Effective Date

200,000                            Dorsett Regency, Kuala Lumpur, Malaysia                      *
200,000                            Dorsett Seremban Resourt, Seremban, Malaysia                 *
200,000                            Radisson Plaza, Edmonton, Canada                             *
200,000                            Dorsett Court, Angkor Wat, Siem Riep, Cambodia               *
200,000                            Dorsett, Phuket, Thailand                                    *

</TABLE>

*  Agreement to be executed and effective no later than
                opening date of hotel.

                                       19
<PAGE>

                                   Schedule 3
                                   ----------
                          The Company's Capitalisation
                            As of September [ ] 1997
Before Transactions
-------------------

     Shares of Common Stock
             Par Value $.001 Issued and outstanding                   6,712,904

     Shares of Preferred Stock
             Par Value $.01; 5,000 authorised;
             zero issued and outstanding

     Warrants, Options and Notes Convertible or
             Exercisable into Common Stock                            3,612,500
                                                                      ----------

     Total Shares of Common Stock Outstanding
             on a Fully Diluted Basis                     10,325,404
                                                          ----------

After Transactions and Stockholder Approval
-------------------------------------------

     Shares of Common Stock
             Par Value $.001 Issued and Outstanding                   6,712,904

     Shares of Preferred Stock
             Par Value $.01; 5,000,000 Authorised;
             One Share of Junior Convertible
             Preferred Outstanding until Conversion

     Shares of Common Stock Proposed to be Issued For:

             Shares of SGTI                               2,000,000

             Hotel Management Contract                                2,000,000

             Sakhalin Construction Financing                          1,500,000
                                                                      ----------
     Proposed Private Placement of                            **
             $9,000,000 - $10,000,000 in shares of
             Common Stock, based upon a discount
             to the market price at the time of
             the placement

     Assumed Total Shares of Common Stock                            12,212,904
                                                                     ----------
             Outstanding

     Existing or Proposed Warrants,
     Options and Notes Convertible
     or Exercisable into Common Stock                                 4,212,500
                                                                     ----------

                                       1
<PAGE>


        Total Shares of Common Stock Outstanding
        on a Fully Diluted Basis                                     16,425,404
                                                                     -----------

**  Not available

                                       2

<PAGE>


                                   EXHIBIT A
                                   ---------

                           HOTEL MANAGEMENT AGREEMENT

        THIS HOTEL MANAGEMENT AGREEMENT is made as of the [________] day of
[__________], 1997 by and between CONSERVER CORPORATION OF AMERICA (or its
designated affiliate) ("Operator"), a [____________] organised and existing
under the laws of [______________], and [__________] ("Owner"), a [____________]
organised and existing under the laws of [


        WHEREAS, Owner is the Owner of the Hotel; and


        WHEREAS, Operator is in the business of operating hotel properties
comparable to the Hotel; and


        WHEREAS, Owner and Operator have agreed that Owner shall retain Operator
to operate the Hotel, and that Operator shall operate and manage the Hotel, all
in accordance with the terms of this Agreement.


        NOW, THEREFORE, in consideration of the foregoing of the mutual promises
contained herein and of Ten Dollars (US$10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Owner and Operator covenant and agree as follows.

                                       1
<PAGE>

                                   ARTICLE I

                       DEFINITIONS, TERMS AND REFERENCES

1.1     Definitions
        -----------

        In this Agreement and any exhibits, addenda or riders hereto, the
        following terms shall have the following meanings - 


        "Affiliate" shall mean any entity owned or controlled by a party, any
        entity, directly or indirectly, owing or controlling a party, or any
        entity under common Ownership and control with a party Entities shall be
        deemed under common Ownership when one entity owns fifty-one percent
        (51%) or more of the beneficial or voting interests of another.


        "Agency Account" shall mean a special account or accounts, bearing the
        name of the Hotel, established by Operator in a bank or trust company
        selected by Owner and Approved by Operator.


        "Agreement" shall mean this Hotel Management Agreement, as may be
        amended, modified, restated or supplemented from time to time.


        "Annual Operating Projection" shall mean schedules containing the annual
        operating projection for the Hotel and certain other matters prepared

                                       2
<PAGE>

        and submitted by Operator to Owner pursuant to Section 4.1. "Approval"
        or "Approved" shall mean prior written approval.


        "Base Fee" shall mean an amount equal to three percent (3%) of Gross
        Revenues.


        "Building and Appurtenances" shall mean the Hotel containing
        [_____________] guest rooms and as further described in Exhibit B.


        "Chain Standards" shall mean the standard of construction, furnishing
        and equipping applicable to other hotels operating under the Tradename.


        "Commencement Date" shall mean [_____________] 199[____], but in no
        event earlier than the date that Conserver Corporation of America
        ("Conserver") receives shareholder approval to consummate certain
        transactions contemplated by the Agreement between Dorsett Hotels &
        Resorts International Ltd and Conserver dated October 2, 1997. 


        "Event of Default" shall mean any of the events described in Article
        XII.


        "Fees" shall mean Operator's fee and any other sums due to Operator with
        respect to the Hotel in connection with the operation of the Hotel under
        the Tradename.

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<PAGE>

        "Fiscal Year" shall mean a year which ends on December 31 of each year.
        The first Fiscal Year shall be the period commencing on the Commencement
        Date and ending on December 31 of the year in which the Commencement
        Date occurs. The words "full Fiscal Year" shall mean any Fiscal Year
        containing not fewer than 365 days. A partial Fiscal Year after the end
        of the last full Fiscal Year and ending with the expiration or earlier
        termination of the Operating Term shall constitute a separate Fiscal
        Year.


        "Fixed Asset Supplies" shall mean supply items which constitute "Fixed
        Assets" under the Uniform System, including chain, glassware,
        silverware, miscellaneous serving equipment, linen, towels, uniforms and
        similar items.


        "Furniture and Equipment" shall mean all furniture, furnishings, wall
        coverings, fixtures and hotel equipment and systems located at, or used
        in connection with the Hotel, together with all replacements therefor
        and additions thereto, including, without limitation, (i) all equipment
        and systems required for the operation of kitchens, bars, laundry and
        dry cleaning facilities, (ii) office equipment, (iii) dining room
        wagons, materials

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<PAGE>


        handling equipment, cleaning and engineering equipment, (iv) telephone
        and computerised accounting systems and (v) vehicles.


        "Gross Operating Expenses" shall mean all costs and expenses of any kind
        incurred in connection with the operation of the Hotel, including but
        not limited to salaries and employee expense and taxes (including
        salaries, wages, bonuses and other compensation of all employees of the
        Hotel and their employee benefits which shall include, but not be
        limited to, life,. medical and disability insurance and retirement
        benefits), expenditures described in Section 7.1.5, operational
        supplies, utilities, insurance to be provided by Operator under the
        terms of this Agreement, governmental fees and assessments, food,
        beverages, laundry service expense, lease payments for office equipment
        small items such as copiers, typewriters, personal computers (but
        specifically excluding major items such as vehicles, television,
        telephones and computers which shall be the responsibility of Owner),
        the cost of Inventories and Fixed Asset Supplies, license fees,
        advertising, marketing, reservation systems and any and all other
        operating expenses as are reasonably necessary for the


                                       5
<PAGE>

        proper and efficient operation of the Hotel incurred by Operator in
        accordance with the provisions hereof (excluding, however, (i) federal,
        state and municipal excise, sales and use taxes collected directly from
        patrons and guests or as a part of the sales price of any goods,
        services or displays, such as gross, admissions, cabaret or similar or
        equivalent taxes paid over to federal, state or municipal governments,
        (ii) amounts paid into the Reserve, (iii) Operator's Fee, (iv) taxes to
        be paid by Owner under Section 10.1, (v) the cost of insurance to be
        provided by Owner under Section 9.1, (vi) rentals paid for Furniture and
        Equipment unless their inclusion is Approved by Operator, (vii) payments
        on any Mortgage or other mortgage or security instrument on the Hotel,
        and (viii) expenses of the Owner not reasonably related to the operation
        of the Hotel or the renovation of the Hotel; all determined in
        accordance with generally accepted accounting principles and the Uniform
        System). No part of Operator's central office overhead or general or
        administrative expense (as opposed to that of the Hotel) shall be deemed
        to be a part of Gross Operating Expenses, except as herein provided.
        Out-of-pocket expenses of Operator incurred

                                       6
<PAGE>


        for the account of or in connection with the Hotel operations, including
        reasonable travel expenses (reasonable travel expenses shall mean first
        class air travel for the senior corporate executives of Operator and
        economy class air travel for all other employees, if available) of
        employees, officers and other representatives and consultants of
        Operator and its Affiliates shall be deemed to be a part of Gross
        Operating Expenses and such persons shall be afforded reasonable
        accommodations, food, beverages, laundry, valet and other such services
        by and at the Hotel without charge to such persons or Operator. "Gross
        Operating Profit" shall mean the excess of Gross Revenues over the sum
        of (i) Gross Operating Expenses plus (ii) Base Fee.


        "Gross Revenues" shall mean all revenues, receipts and income of any
        kind derived directly or indirectly by Operator from or in connection
        with the Hotel (including rentals or other payments from tenants,
        lessees, licensees or concessionaires but not including their gross
        receipts), whether on a cash basis or credit, paid or collected,
        determined in accordance with generally accepted accounting principles
        and the Uniform System, excluding, however:

                                        7
<PAGE>


        (i) funds furnished by Owner, (ii) investment income including interest
        accrued on amounts in the Reserve and the Agency Account, (iii) federal,
        state and municipal excise, sales and use taxes collected directly from
        patrons and guests or as part of the sales price of any goods, services
        or displays, such as gross receipts, admissions, cabaret or similar or
        equivalent taxes and paid over to federal, state or municipal
        governments, (iv) gratuities, (v) proceeds of insurance and
        condemnation. 


        "Hotel" shall mean the Buildings and Appurtenances, and as further
        described in Exhibit B, all Furniture and Equipment, Fixed Asset
        Supplies and Inventories.


        "Incentive Fee" shall mean an amount equal to ten percent (10%) of Gross
        Operating Profit for each Fiscal Year during the Operating Term.


        "Inventories" shall mean "Inventories of Merchandise" and "Inventories
        of Supplies" as defined in the Uniform System, such as soap, toilet
        paper, stationery, writing pens, food and beverage inventories, paper
        products, menus, expendable office and kitchen supplies, fuel, expensed
        supplied and similar items.

                                       8
<PAGE>


        "Legal Requirements" shall mean all applicable law, statutes,
        ordinances, rules, regulations and orders of any governmental authority
        having authority over Owner or Operator, as the case may be, and the
        Hotel (including, without limitation, building codes, fire regulations,
        environmental rules and regulations, and the directions of any public
        officer).


        "Marketing Fee" shall mean an amount equal to four percent (4%) of Gross
        Revenues for each Fiscal Year during the Operating Term. 

        "Marks" shall mean the Tradename and any other name, service marks,
        trademarks, slogans and the like (including all improvements and
        additions whenever made to or associated with any of the foregoing by
        the parties or anyone else) now or hereafter used by Operator in
        connection with the Tradename or any other future name or name of
        Manager's hotel chain.


        "Mortgage" shall mean any mortgage or deed of trust encumbering the
        Hotel and, if required by Section 13.3 Approved by Operator as provided
        in Section 13.3. As used in this Agreement, Mortgage shall not include
        any transaction, however characterized or labelled, that is intended to
        transfer, or has the effect of transferring, Ownership of the Hotel to
        the

                                       9
<PAGE>


        "mortgagee", whether concurrently with the execution of the agreement or
        at a future time; provided, however, that a transfer of the Hotel to the
        mortgagee under a bona fide Mortgage as a result of a default thereunder
        by the mortgagor shall not result in the Mortgage being recharacterized
        as any other form of agreement.


        "Operator" shall mean Conserver or its permitted successors or assignees
        under this Agreement.


        "Operator's Fee" shall mean the Base Fee, the Incentive Fee, the
        Marketing Fee, the Training Fee and all other amounts to be paid to
        Operator for operating and managing the Hotel pursuant to this
        Agreement.


        "Operating Term" shall mean the term of this Agreement as established
        under Section 3.1, together with any extensions thereto as established
        under Section 3.2, as reduced by any termination of this Agreement
        established under Section 3.3.


        "Owner" shall mean [___________________], together with any successor as
        Owner of the Premises.


        "Ownership Transfer" shall mean any sale, assignment, conveyance or
        transfer of all or any part of the Hotel or any interest therein or of
        Owner's rights hereunder (including any lease with a term of five (5)
        years or


                                       10
<PAGE>

        more), or the voluntary or involuntary sale, assignment, transfer or
        other disposition, or transfer by operation of law (other than by will
        or the laws of intestate succession or to an inter vivos or living trust
        so long as the settlor is the trustee of such trust during his/her
        lifetime) of a controlling interest in Owner (i.e. the possession
        directly or indirectly of the power to direct or cause the direction of
        management and policies of Owner, whether through the Ownership of
        voting securities, partnership interest or by contract or otherwise),
        except in connection with the incurring of a debt secured by a Mortgage,
        or to an Affiliate provided such Affiliate meets the requirements set
        forth in Section 13.1.


        "Premises" shall mean that certain real property more particularly
        described in Exhibit 8 attached hereto, on which the Hotel is located.


        "Reserve" shall mean an account established by Operator in a bank or
        trust company selected by Owner and Approved by Operator for the
        purposes set forth in Article VII.


        "Statement of Profit and Loss" shall mean Exhibit C.

                                       11
<PAGE>

        "Technical Services" shall mean those items set forth on Exhibit A
        attached hereto and made a part hereof. 

        "Tradename" shall mean [INSERT TRADENAME], or such other name under
        which Operator shall elect to operate the Hotel in accordance with the
        terms of this Agreement.


        "Training Fee" shall mean an amount equal to one-half of one percent
        (1/2%) of Gross Revenues for each Fiscal year during the Operating Term.


        "Uniform System" shall mean the Uniform 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.


        "Working Capital" shall mean funds reasonably necessary for the
        day-to-day operation of the Hotel's business, including, without
        limitation, amounts sufficient for the maintenance of change and petty
        cash funds, operating bank accounts, payrolls, accounts payable, accrued
        current liabilities, and funds required to maintain Inventories.


1.2     Terminology
        -----------

        All personal pronouns used in this Agreement, whether used in the
        masculine, feminine or neuter gender, shall include all genders; the
        singular shall include

                                       12
<PAGE>

        the plural and the plural shall include the singular. The Table of
        Contents, and titles of Articles, Sections, Subsections and Paragraphs
        in this Agreement are for convenience only and neither limit nor amplify
        the provisions of this Agreement, and all references in this Agreement
        to Articles, Sections, Subsections, paragraphs, clauses, subclauses,
        exhibits, addenda or riders shall refer to the corresponding Article,
        Section, Subsection, paragraphs, clause or subclause of, or exhibit,
        addendum or rider attached to this Agreement, unless specific reference
        is made to the articles, sections, or other subdivisions of, or
        exhibits, addenda or riders to, another document or instrument.


1.3     Exhibits, Addenda And Riders
        ----------------------------

        All exhibits, addenda and riders attached hereto are by reference made a
        part hereof.



                                   ARTICLE II

                             ENGAGEMENT OF OPERATOR

2.1     Operation of Hotel
        ------------------

        Owner hereby grants to Operator the sole and exclusive right to
        possession of the Hotel during the Operating Term, and Owner authorises
        and engages Operator to act as the sole and exclusive manager and

                                       13
<PAGE>

        Operator of the Hotel during the Operating Term, in accordance with the
        standards of the Tradename, with exclusive responsibility and complete
        and full control and discretion in the operation, direction, management
        and supervision of the Hotel, subject only to the limitations expressed
        herein, and Operator hereby accepts such engagement subject to the terms
        and conditions expressed in this Agreement. Such authority of Operator
        shall include, without limitation, the use of the Hotel for all
        customary purposes, and without limiting the generality of the
        foregoing. Operator is hereby authorised and directed to (subject to
        compliance with the then effective Annual Operating Projection) -


        (a) Undertake all Technical Services as more fully described in Exhibit
            A, where required;


        (b) Determine all terms for admittance and charges for rooms, commercial
            space and other amenities and services provided at or with respect
            to the Hotel;


        (c) Determine all credit policies with respect to the operation of the
            Hotel, including entering into policies and agreements with credit 
            card organizations;
                                       14
<PAGE>


        (d) Establish entertainment and amusement policies (including pricing)
            with respect to the Hotel consistent with the requirements of the
            License Agreement;


        (e) Establish food beverage policies (including pricing) with respect to
            the Hotel including the right to conduct catering operations outside
            of the Hotel;


        (f) Determine all labour policies, including wage and salary rates and
            terms, fringe benefits, pension, retirement, bonus and employee 
            benefits  plans, collective bargaining agreements and the hiring or 
            discharge and training of all employees, with respect to the Hotel.
            All pension, retirement and employee benefit plans and collective
            bargaining agreements shall be subject to the Approval of Owner;


        (g) Arrange in Owner's or Operator's name for utility, telephone,
            extermination, detective agency protection, trash removal and other
            services for the operation of the Hotel, subject to the agreements
            covering such services (excluding utilities, telephones and cable
            television) providing for termination on thirty (30) days notice;

                                       15
<PAGE>

        (h) Establish all advertising, public relations and promotional policies
            with respect to the Hotel, including the exclusive control over all
            paid advertising, press releases and conferences and complimentary
            policies (including complimentarily to Operator's employee) with
            such complimentary policies to be subject to Owner's Approval (not
            to be withheld if Operator's complimentary policy is in accordance
            with industry standards for comparable hotel properties in the
            location of the Hotel);


        (i) Purchase on the credit of Owner all Inventories and all necessary or
            desirable additions to and replacements of Fixed Asset Supplies,
            Furniture and Equipment and such other services and merchandise as
            are necessary for the proper operation of the Hotel in accordance
            with this Agreement, and as are included in an Annual Operating
            Projection Approved by Owner;


        (j) Enter into such leases, licenses, concession
            agreements and other undertakings in the name of Owner and/or

                                       16
<PAGE>

            Operator as Operator shall from time to time consider appropriate
            for the operation of the Hotel, [including leasing of commercial
            space at the Hotel];


        (k) Hire such persons or organizations as Operator may deem necessary to
            provide advice and assistance with respect to Operator's performance
            hereunder, including attorneys, accountants and other professionals
            and specialists;


        (l) Cause all needed repairs and maintenance to be made to the Hotel and
            cause all such other things to be done in or about the Hotel as
            shall be necessary to comply with all requirements of governmental
            authority, boards of fire underwriters and other bodies exercising
            similar functions; and


        (m) Institute and defend proceedings in law or in equity against
            Operator and third parties, which are directly related to the
            operation of the Hotel, utilizing counsel selected by Operator. The
            institution of any litigation involving the Hotel, and the defense
            of any litigation against Owner, shall be subject to Owner's
            approval.

                                       17
<PAGE>


2.2     Contracts
        ---------

        In its management of the Hotel, Operator may purchase goods, supplies,
        insurance and services from or through any of its affiliates so long as
        the prices and terms thereof are competitive with the prices and terms
        of goods, supplies and services of equal quality available from third
        parties. In addition, Operator may retain itself or any of its
        affiliates as a consultant and to perform Technical Services in
        connection with the maintenance and enhancement of computer software for
        the hotel operations management system and any substantial remodelling,
        repairs, construction or other capital improvement to the Hotel and
        Operator or its affiliate shall be reasonably compensated for its
        services. Operator shall have the rights to utilize the Hotel and its
        facilities to train employees of other hotels operated by Operator and
        its affiliates. The Hotel shall be reimbursed for any additional
        expenses that may be caused as a result of such training, unless such
        expenses shall be offset by benefits accruing to the Hotel arising out
        of services performed by such trainees.

                                       18
<PAGE>


2.3     Operator's Right to Reimbursement
        ---------------------------------

        2.3.1   During the terms of this Agreement, Operator may elect to
                advance or to cause any of its affiliates to advance its own
                funds in payment of any costs and expenses incurred for the
                benefit of the Hotel operation that Operator shall have the
                right or the obligation to incur or cause to be incurred in
                accordance with the provisions of this Agreement -

        (1) whether incurred -

           (a)  separately and distinctly from costs and expenses incurred on
                behalf of other hotels of Operator or its affiliates
                (hereinafter collectively called "Operator Group"), or

           (b)  in conjunction therewith (including, without limitations,
                insurance premiums, advertising, business promotion, training
                and internal auditing programs, social benefits of Operator
                Group for which employees of the Hotel may be eligible,
                attendance of such employees at meetings and seminars conducted
                by members of Operator Group and Operator Group Services
                provided in accordance with Section 4.5 below), and

                                       19
<PAGE>

        (2) irrespective whether such funds shall be paid to any third party or
            to any member of Operator Group or any other hotels operated by any
            member of Operator Group. If any member of Operator Group or any
            hotel operated by any member of Operator Group shall advance its own
            funds as aforesaid, it shall be entitled to prompt reimbursement
            therefore by the Hotel. 

        2.3.2   Any amount required to be reimbursed to Operator or any of its
                affiliates in accordance with the provisions of this Agreement
                shall be payable in United States dollars without reduction for
                income, withholding, value added or any other charges, at the
                principal office of Operator or its affiliates or such other
                place as Operator may, from time to time, designate. In the
                event that the Country in which the Operator is operating in
                shall impose any income, withholding, value added or other tax
                upon such reimbursements of costs and expenses, or deem such
                reimbursements to be income taxable to Operator and/or its
                affiliates,

                                       20
<PAGE>


      such taxes shall be for the account of and shall be borne by Owner, which
      shall promptly pay any such taxes in order that Operator and/or its
      affiliates shall receive full and timely reimbursement for all of its
      advances hereunder. Operator shall have the rights to withdraw the amount
      of such reimbursement from the operating bank accounts of the Hotel,
      utilizing such United States dollars or other currency freely convertible
      into United States dollars that may be available in such bank accounts
      and/or convert such amount from the currency of the Country to United
      States dollars. If exchange control regulations of the Country delay the
      conversion of such amounts into United States dollars, Operator or its
      affiliates may elect to receive and retain such amounts in the currency of
      the country during the period of such delay, but such election shall not
      constitute a waiver of the right of Operator, or its affiliates to receive
      payment thereof in United States dollars.


2.4   Employees of the Hotel
      ----------------------

      Each employee of the Hotel, including the general manager, shall be the
      employee of Owner and not of Operator and Operator shall not be liable to
      such employees for their wages or compensation, and every person
      performing services in connection with this Agreement, including any agent
      or employee of Operator or any of its affiliates or any agent or employee

                                       21
<PAGE>

      of Owner hired by Operator, shall be acting as the agent of Owner. The
      aforesaid notwithstanding, Operator may elect to assign employees of
      Operator or any of its affiliates or of other hotels of Operator
      temporarily or permanently as full-time members of the executive staff of
      the Hotel and pay the compensation, including social benefits of such
      employees. In such event Owner shall reimburse Operator monthly for the
      total aggregate compensation, including social benefits paid or payable to
      or with respect to such employees. To the extent that Operator deems
      advisable and in Owner's best interest, Operator may require Owner to
      delegate to the general manager of the Hotel the authority to employ, pay,
      supervise and discharge employees of the Hotel.


2.5   The General Manager
      -------------------

      The parties understand that Operator shall fulfill its obligations to
      operate and manage the Hotel under this Agreement and shall exercise its
      control and discretion in such operation by designating the general
      manager to be employed by Owner, which general manager shall - 


      (a) be familiar with Operator's method of hotel operation; 

                                       22
<PAGE>

      (b) be furnished with Operator's policies and systems and procedures
          manuals from time to time in effect; and

      (c) whose major activities shall be reviewed and supervised by Operator
          while he shall retain full autonomy to make day-to-day decisions with
          respect to such operations. To such purpose, Owner shall grant such
          power of attorney to said general manager as shall be required.


2.6   0perator's Management Modules 
      -----------------------------

      The parties understand further that all of Operator's management modules
      including, but not limited to Operator, policies and procedures,
      operations, accounting and training, which are furnished by Operator in
      connection with its management of the Hotel are and shall be at all times,
      without further act or action, the exclusive property of Operator and
      Operator shall have the right to remove such management modules from the
      Hotel upon the expiration or sooner termination of this Agreement.


2.7   Legal Requirements of Owner as an Employer 
      -------------------------------------------

      Owner will comply with all Legal Requirements applicable to the
      recruitment, hiring and employment of employees working at the Hotel.

                                       23
<PAGE>

2.8   Limitations on Authority
      ------------------------

      Operator shall not, without Owner's Approval -


      (a) Institute or defend legal proceedings of an unusual nature or
          involving monetary claims in excess of US$[_________________] not
          covered by insurance or as to which an insurer denies coverage or
          "reserves rights" without Approval by Owner of the proceedings and
          counsel; or


      (b) Enter into any lease, license or concession agreement for [stores,
          office space or tenant or lobby space] [EDIT AS APPROPRIATE FOR SITE]
          at the Hotel unless the term is one (1) year or less and the net
          income from same is anticipated to be less than US$[____________] per
          year, and further provided the total of the space covered by such
          agreements does not exceed [_________________] square feet; or


      (c) Purchase goods, supplies and services from itself or an Affiliate
          unless the prices and terms thereof are competitive with those
          obtainable from unrelated vendors or are the subject of competitive
          bidding.

                                       24
<PAGE>

2.9   Title to Hotel
      --------------

      Owner represents and covenants that it holds and will continue throughout
      the Operating Term to hold title to the Premises and the Building, and
      full Ownership of the Furniture and Equipment, subject in each case only
      to any Mortgage then of record. So long as Operator is not in default of
      any material term herein beyond applicable cure periods, Owner covenants
      that Operator shall and may peaceably and quietly operate the Hotel during
      the Operating Term in accordance with this Agreement. Owner represents to
      Operator that the Hotel has obtained all licenses and permits pertaining
      to the Hotels.


2.10  Operation at Owner's Expense
      ----------------------------

      In performing its duties hereunder Operator shall act solely for the
      account of Owner and, except as otherwise expressly provided herein, all
      expenses incurred by Operator in such performance shall be borne
      exclusively by Owner. To the extent the funds necessary therefor are not
      generated by the operation of the Hotel, they shall be supplied by Owner
      to Operator. Operator shall in no event be required to advance any of its

                                       25
<PAGE>

      own funds for the operation of the Hotel, nor to incur any liability in
      connection therewith unless Owner shall have furnished Operator with funds
      necessary for the discharge thereof. If Operator shall at any time advance
      any funds in payment of Gross Operating Expenses or any other amount
      payable with respect to the Hotel, which Operator shall have the right but
      not the obligation to do, Owner shall repay Operator thirty (30) days
      after demand all or any part thereof, with interest at the reference rate
      of interest in effect from time to time as announced by [DESIGNATED BANK]
      or any successor thereto or other major national bank designated by
      Operator if such bank ceases to announce a prime rate. Any amounts thus
      advanced and expended by Operator shall be Gross Operating Expenses, but
      the amounts paid by Owner in reimbursement to Operator shall not. All
      debts and liabilities to third persons incurred by Operator in the proper
      course of its operation and management of the Hotel shall be the debts and
      liabilities of Owner only, and Operator shall not be liable for any such
      obligations by reason of its management, supervision, direction and
      operation of the Hotel for Owner or for any other reason whatsoever;


                                       26
<PAGE>

      Operator may so inform third parties with whom it deals on behalf of Owner
      and may take any other steps to carry out the intent of this provision.
      Expenditures by Operator which are outside of the authority granted to the
      Operator pursuant to the terms of this Agreement, or for penalties
      incurred by the Hotel for failure to timely file governmental reports
      arising from the negligence of Operator shall be the responsibility of
      Operator and not the Owner.



2.11  Owner's and Operator's Representatives
      --------------------------------------

      Owner and Operator shall each designate a full time employee to act as
      their respective representatives during the Operating Term. Such
      representatives shall be designated and replaced by written notice to the
      other. Operator's initial representative shall be [________________], and
      Owner's initial representative shall be [_______________]. Except for
      written notices and other forms of communications which are provided for
      in Section 14.21, other communication between Owner and Operator
      concerning this Agreement and the Hotel shall be through the designated
      representatives of each party unless Owner and Operator otherwise agree.


                                    27
<PAGE>


2.12  Operating Standards
      -------------------

      Operator agrees to use diligent efforts to operate a [specify type] hotel
      with the goal of maximizing value to Owner and producing reasonable cash
      flows to Owner.


 2.13 Not a Franchise
      ---------------

      Owner and Operator agree that this Agreement provides for management in
      respect of the Hotel. Owner and Operator do not intend, nor does this
      Agreement grant or create, a "franchise" within the meaning of the Federal
      Trade Commission Act, any rule or regulation promulgated thereunder, or
      any other applicable law, rule, regulation or judicial decision.



                                   ARTICLE III

                     OPERATING TERM, EXTENSION, TERMINATION


3.1   Operating Term
      --------------

      The initial Operating Term shall commence on the Commencement Date and
      shall continue thereafter for a period of twenty (20) years, subject to
      extension as provided in Section 3.2 below or early termination as
      provided in Section 3.3 hereof (such term being herein referred to as "the
      Operating Term").

                                       28
<PAGE>


3.2   Extension
      ---------

      Upon the expiration of the initial Operating Term, the Operating Term
      shall be extended for [(______________)] additional [(_________________)]
      year periods if, not more than [one (1) year] and not less than [six (6)
      months] prior to the expiration of the initial Operating Term or any
      previously extended Operating Term, as the case may be, Operator has given
      written notice to Owner of Operator's election to so extend. Any such
      extension shall be automatically effective without any amendment hereto,
      but Owner and Operator shall execute and deliver any supplements to this
      Agreement which either shall reasonably request to evidence any such
      extension. Operator may not extend the Operating Term at anytime an
      Operator Event of Default has occurred under any material term of this
      Agreement, or there has occurred an event which, but for the passage of
      time or giving of notice, would constitute a material Event of Default by
      the Operator under this Agreement.



3.3   Termination
      -----------

      This Agreement may be terminated prior to the expiration of the then
      effective Operating Term upon the occurrence of one or more of the
      following events:-

                                       29
<PAGE>

      (a) Upon any Event of Default, at the option of the non-defaulting party
          exercised by written notice to the defaulting party prior to the cure
          of such Event of Default.


      (b) At the option of Operator or Owner exercised by written notice to the
          other in the event of any suspension for a period in excess of ninety
          (90) days or withdrawal or revocation of any material governmental
          license or permit required for Operator's performance under this
          Agreement or the operation of the Hotel in accordance with the terms
          hereof, but such option may be exercised by Operator only if such
          suspension, withdrawal or revocation is due to circumstances beyond
          Operator reasonable control. Neither Owner nor Operator shall have any
          rights of termination pursuant to this Paragraph (b) until ninety (90)
          days after receipt of written notice from the other party of such
          suspension, withdrawal or revocation, with each party hereby agreeing
          to notify the other within three (3) business days of their receipt of
          any such suspension, revocation or withdrawal.

                                       30
<PAGE>


      (c) Upon any transfer not permitted by the terms of Article XIII, unless
          consented to in writing by the non-transferring party, at the option
          of the non-transferring party exercised by written notice to the other
          party given within ninety (90) days after the non-transferring party
          learns of such transfer.

      (d) Upon any damage to or destruction of all or any part of the Hotel by
          fire, casualty or other cause or condemnation or other taking of all
          or any part of the Hotel which is not required to be repaired or
          restored by Owner pursuant to Article XI, at the option of either
          Owner or Operator by written notice to the other given within sixty
          (60) days of the date of such damage or destruction or condemnation or
          other taking; provided, however, (i) that no termination by Owner
          shall be effective (and if previously given, may be nullified at the
          election of Operator) if Owner, at any time within [one (1)] year
          after such damage or destruction or condemnation or other taking has


                                       31
<PAGE>

          commenced to restore or repair the Hotel for use as a [specify type]
          hotel, even if substantial changes are made to the physical structure
          of the Hotel and (ii) no termination by Operator shall be effective
          (and if previously given may be nullified at the election of Owner) if
          Owner, at any time within [one (1)] year after such damage or
          destruction or condemnation or other taking commences to restore or
          repair the Hotel for use as a [specify type] hotel. It is understood
          that the failure of Owner to repair or restore when required to do so
          under Article XI may become an Event of Default, also allowing for the
          termination hereof.


3.4   Transition Procedures
      ---------------------


      Upon the expiration or termination of the operating Term, for whatever
      reason, Owner and Operator shall do the following (and the provisions of
      this Section 3.4 shall survive the expiration or termination of this
      Agreement until they have been fully performed).


3.4.1 Licenses 
      --------

      Operator shall execute all documents and instruments reasonably necessary
      to transfer (if transferable) to Owner or its nominee all governmental
      permits and licenses held by Operator necessary to operate the Hotel. In

                                       32
<PAGE>

      the event such permits and licenses are not transferable, Operator will
      use commercially reasonably efforts to help Owner to obtain new licenses
      and permits necessary for Owner to operate the Hotel.


3.4.2 Leases and Concessions
      ----------------------

      Operator shall assign to Owner or its nominee, and Owner and its nominee,
      if any, shall assume, all leases and concession agreements in effect with
      respect to the Hotel then in Operators, rather than Owner's, name, except
      for blanket concessions affecting other hotels operated by Operator or its
      Affiliates.


3.4.3 Books and Records
      -----------------

      All books and records for the Hotel kept by Operator pursuant to Section
      4.3 shall be turned over to Owner so as to insure the orderly continuance
      of the operation of the Hotel, but such books and records shall thereafter
      be available to Operator at all reasonable times for inspection, audit,
      examination and transcription for a period of seven (7) years and Operator
      may retain any copies and computer records thereof which it desires.

                                       33
<PAGE>

3.4.4 Tradename and Marks
      -------------------

      Owner acknowledges that it has no right, title or interest in the
      Tradename and/or the Marks and Owner agrees that no right or remedy of
      Operator, nor any other provision of this Agreement, shall confer on Owner
      or any transferee, assignee, sublicensee or successor of Owner, or any
      person, firm or corporation claiming through or by Owner, the right to use
      the Tradename and/or the Marks whether before or after the expiration or
      termination of this Agreement.


3.4.5 Remittances
      -----------

      Operator shall remit to Owner from the Agency Account and the Reserve all
      funds remaining, if any, after payment of all accrued Gross Operating
      Expenses, Fees and other amounts due Operator.


3.4.6 Termination Payments to Operator
      --------------------------------

      In the event the Operator is terminated pursuant to Article III, other
      than for a material breach by Operator under Article XII hereof, which has
      not been remedied by Operator within [ ] days after notice of such breach
      is given in writing to Operator, or in the event of a termination by the
      Operator pursuant to Article XII hereof, Owner shall be required to pay
      Operator a termination fee with respect to each year remaining under this

                                       34
<PAGE>


      Agreement. The termination fee shall be calculated based on the formula
      (Remaining number of years under the Agreement) multiplied by a factor
      which shall be as follows -


      (i)  in the event of a termination during the first five (5) years, the
           factor shall be the sum of the actual fees paid or payable to
           Operator pursuant to this Agreement and based on revenues generated
           to date plus fees payable to Operator in accordance with the
           provisions of this Agreement based on the projected revenues for the
           rest of the year;


      (ii) in the event of a termination after the first five (5) years, the
           factor shall be the average of the fees paid or payable to Operator
           hereunder for the preceding two (2) years;


      (iii) in the event of a termination after the first ten (10) years, the
           factor shall be the average of the fees paid or payable to Operator
           hereunder for the preceding three (3) years.

                                       35
<PAGE>

                                   ARTICLE IV

                    HOTEL BUDGETARY AND ACCOUNTING PROCESSES


4.1   Annual Operating Projection
      ---------------------------

      Not later than ninety (90) days prior to the commencement of each Fiscal
      Year, Operator shall submit the Annual Operating Projection to Owner for
      Owner's Approval. The Annual Operating Projection shall contain the
      following -


      (a) Operator's reasonable estimate of Gross Revenues and Gross Operating
          Expenses for the forthcoming Fiscal Year. These shall be itemized in
          detailed departmental and sub-departmental schedules and also
          represented in summary form. These shall be zero based detailing
          completely each and every operating revenue and expense. Assumptions
          shall be presented, in narrative form, detailing the basis of such
          schedules in a presentation to Owner.


      (b) A separate estimate of the Fees to be paid for the forthcoming Fiscal
          Year.


      (c) A detailed estimate of the amounts to be dedicated to the Reserve and
          all anticipated expenditures to be made from the Reserve during the
          forthcoming Fiscal Year. Such estimate shall include each item
          requested, the number of units to be replaced, unit costs, and costs

                                       36
<PAGE>

          in aggregate, together with such additional information as Owner shall
          reasonably request during the Fiscal Year relating to the anticipated
          expenditures. Where color or type of style of an item is changed from
          the previous item, the new item shall be presented for Owner Approval.


      (d) An estimate of any amounts, and the timing thereof, that Owner will be
          required to provide as Working Capital or to expend to meet Owner's
          financial obligations under Article VII hereof.


      (e) The program for advertising and marketing the Hotel for the
          forthcoming Fiscal Year containing a detailed budget itemization of
          the proposed expenditures by each and every category and the detailed
          assumptions, in narrative form, forming the basis of such budget
          itemization. The program for advertising and marketing shall include
          but not be limited to items such as; positioning statements, the rate
          schedule, discounting policies, staffing, incentive compensation
          plans, detailed advertising commitments (schedules, medium, estimated
          costs), promotions, sales trips/blitz schedule, and target market mix.

                                       37
<PAGE>

      (f) Detailed Staffing Plan, with a description of each position, the
          number of employees at each position, together with estimated cost
          thereof and reasons for proposed additions from previously Approved
          Annual Operating Projections.


4.2   Approval
      --------

      Owner and Operator shall negotiate in good faith during the ninety (90)
      days period prior to the commencement of such Fiscal Year to Approve an
      Annual Operating Projection for such Fiscal Year. Owner shall have the
      right to approve or reject the budget in its entirety or on a line by line
      basis. If Owner and Operator are unable to agree on the budget or any
      portion of the budget, until an agreement is reached, the Hotel shall be
      operated on the basis of the last Approved Annual Operating Projection, or
      relevant part of such, with the following modifications -


4.2.1 Expenses
      --------

      Any items rejected (other than for items normally paid for from the
      Reserve) may be increased, at Operator's option, by up to [ ] percent ( %)
      since the Fiscal Year of the last Approved Annual Operating Projection,
      except for non-discretionary items as defined in Section 5.3.2 which shall
      not be so increased but which will be resolved pursuant to Section 5.3.2.

                                       38
<PAGE>

4.2.2 Reserve
      -------

      Operator shall have the right to expend from the Reserve the entire amount
      to be dedicated thereto during such ensuing Fiscal Year so long as the
      fundamental character of the Hotel's structure or Furniture and Equipment
      is not altered. Owner shall have the right to approve any changes in
      decor.



4.3   Books and Records
      -----------------

      Operator shall keep full and adequate books of account and other records
      reflecting the results of operation of the Hotel 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 Hotel shall be kept either at the Hotel or
      at Operator's offices in [_______________] and shall be available to Owner
      and its representatives and its auditors or accountants, at all reasonable
      times for examination, audit, inspection and transcription. All of such
      books and records pertaining to the Hotel including, without limitation,
      books

                                       39
<PAGE>

      of account, guest records and front office records, at all times shall be
      the property of Owner and shall not be removed from the Hotel or
      Operator's offices by Operator without Owner's Approval.


4.4   Accounting
      ----------

      Operator shall deliver to Owner within [thirty (30)] days after the end of
      each calendar month an interim accounting showing the results of the
      operation of the Hotel for such month, for the Fiscal Year to date and a
      computation of Gross Revenues and Gross Operating Expenses. Such interim
      accounting and the annual accounting referred to below shall - (i) be in
      form Approved by Owner; (ii) be taken from the books and records
      maintained by Operator for the Hotel in the manner hereinabove specified;
      (iii) follow the general form set forth in the Uniform System, allowing
      for deviations which are necessary in order to comply with this Agreement;
      (iv) separately state the amount of Fees and any other amounts payable or
      expenses reimbursable to Operator or its Affiliates and (v) be accompanied
      by a certificate of Operator's chief accounting officer certifying that
      such statement was prepared under such officer's direction and in such
      officer, opinion is true and correct. Within [one hundred twenty (120)]

                                       40
<PAGE>

      days after the end of each Fiscal Year, Operator shall deliver to Owner an
      annual accounting, audited and certified by a nationally recognized firm
      of certified public accountants having hotel accounting experience
      selected by Owner and Approved by Operator, showing the results of
      Revenues and Gross Operating Expense, and any other information necessary
      to make the computations required hereby or which may be requested by
      Owner, all for such Fiscal Year. If Owner does not present objections to
      the certified statements within three (3) years following receipt by
      Owner, such certified statements shall be deemed correct and conclusive
      for all purposes excluding fraud or manifest errors. The annual accounting
      for any Fiscal Year shall be controlling over the interim accountings for
      such Fiscal Year.


4.5. Group Services
     --------------

4.5.1 Operator shall, in the operation of the Hotel and for the benefit of its
      guests, provide or cause its affiliates or associated companies to
      provide, outside the Country, inter-hotel reservation, convention,
      business and sales promotion service (including the maintenance and
      staffing of Operator's sales force and regional sales offices in various
      parts of the world), publicity, public relations, and all other group


                                       41
<PAGE>

      benefits, services and facilities including institutional advertising
      programs (which exclude advertising in which one or more other Operator
      hotels participates by mutual agreement and shares the cost thereof), to
      the extent appropriate furnished to other hotels operated by Operator and
      its affiliates (herein called "Group Services").


4.5.2 Neither Operator nor any affiliates of Operator shall receive any profit
      for the rendition of Group Services. Operator shall, however, be entitled
      to be reimbursed by the Owner for the Hotel's share (herein called "Group
      Allocation") of all costs incurred by Operator and its affiliates,
      including salaries of officers or employees, in the rendition of said
      services. If the Group Services are performed on behalf of the Hotel and
      other hotels operated by Operator and its affiliates, and in the case of
      computerized telephone reservation, billing and credit services, the
      charges therefore shall be made on the same basis as to the other hotels
      operated by Operator.



                                       42
<PAGE>

                                   ARTICLE V

                             REVENUES AND EXPENSES

5.1   Agency Account
      --------------

      Gross Revenues and additional funds supplied by Owner for Working Capital
      or other purposes, exclusive of funds deposited in the Reserve, shall be
      deposited in the Agency Account. The Agency Account shall be opened and
      maintained at all times solely by Operator and checks or other documents
      of withdrawal therefrom shall be signed only by representatives of
      Operator approved by Owner and with any checks in excess of US$
      [_________________] requiring two signatories. All risk of loss with
      respect to funds in the Agency Account shall be borne by Owner, unless
      such loss results from the gross negligence or willful misconduct of
      Operator in which case the risk of loss shall be borne by Operator.


5.2   Operator's Fees
      ---------------

      In consideration of Operator's performance hereunder, Owner shall pay to
      Operator the Fees. The Fees shall be calculated on a Fiscal Year basis,
      but shall be payable monthly, on or before the [tenth (10th)] day of each
      calendar month for the preceding calendar month, based upon Operator's
      reasonable estimate of the amount due as contained in the monthly reports



                                       43
<PAGE>

      to Owner. Operator is authorized to disburse to itself from the Agency
      Account the amounts owing as Fees, but, if insufficient funds are
      available to do so, Owner shall pay same to Operator in the manner
      described in Section 5.3.2.


5.3   Working Capital
      ---------------


5.3.1 Agency Account
      --------------

      Operator shall be entitled to use all funds in the Agency Account for the
      payment of Gross Operating Expenses. In addition, Operator shall be
      entitled to retain in the Agency Account such amount of Working Capital as
      shall be necessary to service the cash needs of the operation of the
      Hotel. If, however, at any time Operator anticipates insufficient funds in
      the Agency Account to pay such Operating Expenses, Owner shall fund in
      accordance with Section 5.3.2.


5.3.2 Funding of Working Capital
      --------------------------

      Working Capital shall be funded based on the ninety (90) days cash flow
      forecast provided by Operator. Owner shall fund ten (10) days prior to the
      upcoming month the amount required for the upcoming month based on the
      Approved ninety (90) days cash flow forecast. Operator shall submit ninety
      (90) days cash flow forecast to Owner each month for Approval. If the 90
      days cash flow forecast is consistent with the Approval Annual Operating

                                       44
<PAGE>

      Projection, or requires lower Working Capital funding than the amount
      Approved, then approval shall not be withheld. If the Working Capital
      requirement is greater than the amount of upcoming month in the Approved
      Annual Operating Projection then Owner may approve or reject such
      variances subject to the following limitations. Variances shall be
      subdivided into two categories: discretionary and non-discretionary.
      Non-discretionary items shall be payments for the Reserve, Fees and other
      items such as utilities, phone, payroll for employees necessary for the
      operation of the Hotel in accordance with the standards set forth herein,
      and other critical operating expense necessary to maintain the Hotel's
      operating status for that upcoming month. Discretionary expenses shall be
      those which are not needed in the upcoming month to maintain the Hotel's
      operating status. Owner shall have the right to approve or reject
      discretionary expenses, but shall have no such right for non-discretionary
      items.


5.3.3 Reserve
      -------

      On or before the tenth (l0th) day of each calendar month, Operator shall
      transfer into the Reserve the percentage of Gross Revenue for the previous

                                       45
<PAGE>

      month provided for in the Fee and Reserve Addendum for the then current
      Fiscal Year (or such greater amount as has been approved in the Annual
      Operating Projection for such Fiscal Year). The proceeds from the sale of
      Furniture and Equipment no longer needed for the operation of the Hotel
      shall also be deposited in the Reserve and credited against the amount
      required to be deposited thereto. At the end of each Fiscal Year, any
      amounts remaining in the Reserve shall be carried forward to the next
      Fiscal Year and shall be in addition to the amount to be reserved in the
      next Fiscal Year. In the event at any time there are insufficient funds in
      the Reserve for any Fiscal Year, then Owner shall fund in accordance with
      5.3.2 in such amounts as are provided in the Annual Operating Projection.
      The Reserve shall be opened and maintained at all times solely by Operator
      and checks or other documents of withdrawal therefrom shall be signed only
      by representatives of Operator. All risk of loss with respect to funds in

                                       46
<PAGE>

      the Reserve shall be borne by Owner unless such loss results from the
      negligence or willful misconduct of Operator in which case the risk of
      loss shall be borne by Operator. Owner shall have the right not to fund
      and to withdraw funds from the Reserve but Owner hereby agrees to fund to
      the Operator all amounts, which would have been in the Reserve had Owner
      funded or not made such withdrawals, at such times as needed by Operator
      pursuant to the Approved Annual Operating Projection Owner shall deliver
      to Operator at the time Owner does not fund or at the time of making any
      such withdrawals evidence satisfactory to Operator of Owner's ability to
      timely refund such withdrawals.


5.4   Remittance to Owner
      -------------------

      After payment of Gross Operating Expenses, Fees and the transfer to the
      Reserve, Operator shall remit to Owner on or before the twentieth (20th)
      day of each calendar month any balance in the Agency Account, less needed
      Working Capital.


5.5   Annual Adjustments
      ------------------

      At the end of each Fiscal Year following the rendition of the annual
      certified statement of operations, Owner and Operator shall promptly (and
      in all events within thirty (30) days after rendition of such statement)
      make such adjustments as necessary to insure that the proper amounts have
      been paid as Fees and deposited in the Reserve.

                                       47


<PAGE>


5.6   Investments
      -----------

      Operator shall temporarily invest funds in the Agency Account and the
      Reserve, with due regard for the cash needs of the Hotel. Amounts earned
      as investments from the Agency Account and the Reserve shall not
      constitute Gross Revenues. Operator may periodically (or in connection
      with Approval of the Annual Operating Projection) request Approval from
      Owner of permitted investment mediums for this purpose; except as to
      investment mediums specifically disapproved in writing by Owner within
      fifteen (15) days after Operator's request for Approval, all risk of loss
      from such investments shall be borne by Owner. Owner hereby approves the
      following investments: Treasury Bills issued by the United States
      Government; Certificates of Deposits in amounts of US$100,000 or less
      insured by the Federal Deposit Insurance Corporation or comparable
      insuring Organization and Money Market accounts by major financial
      institutions.


                                   ARTICLE VI

                 TRADENAME, MARKETING AND CENTRALIZED SERVICES

6.1   Use of Tradename
      ----------------

      From and after the Commencement Date and during the Operating Term, the
      Hotel shall at all times be known and designated as a hotel operating

                                       48
<PAGE>

      under the Tradename. Operator shall satisfy all applicable Legal
      Requirements in order that the Hotel may lawfully be operated under the
      Tradename. Owner acknowledges that the Tradename is a [registered service
      mark] of Operator, and that the Tradename is and shall continue to be the
      sole property of Operator.


6.2   Change of Tradename
      -------------------

      It is acknowledged that in the future Operator may determine to change the
      name of the chain from the Tradename to another name, and in connection
      with such change, Operator may determine to convert the name of the hotels
      in the chain, including the Hotel, from the Tradename to another
      designation. Operator shall seek the approval of Owner for any such change
      of name which approval shall not be unreasonably withheld. If Operator
      elects to change the name of the chain or of the Hotel, any costs of Owner
      in connection therewith shall be agreed upon in advance by Operator and
      Owner within thirty (30) days of Owner's demand therefor. Upon any

                                       49
<PAGE>

      termination or expiration of this Agreement, Owner shall not thereafter
      use any name for the Hotel, or any aspect of the operation of the Hotel,
      containing or similar to the Trademark, any Mark, or the name of Operator.

6.3   Centralized Services
      --------------------

      Operator will cause to be furnished to the Hotel certain services which
      are furnished generally on a central or region basis to other hotels
      operated by Operator ("Centralized Services"). Operator may pay the costs
      of Centralized Services out of the Agency Account together with other
      operating costs of the Hotel.

                                  ARTICLE VII

                                 USE OF RESERVE



7.1.  Reserve
      -------

      The funds in the Reserve shall be utilized by Operator for purposes
      approved in the Annual Operating Projection from time to time and for the
      following purposes.


7.1.1 Replacement of Furniture and Equipment
      --------------------------------------

      Operator shall make such expenditures from the Reserve and substitutions
      of and replacements or additions to Furniture Equipment as it may deem
      necessary; provided, however, that Operator shall not make (except in

                                       50
<PAGE>

      event of an emergency due to casualty or act of God under circumstances in
      which it would be unreasonable to seek to obtain prior approval any
      expenditure over [US$_______________] for any single non- budgeted item or
      [US$_____________] in any Fiscal Year for all non-budgeted items without
      the Approval of Owner.



7.1.2 Replacements of and additions
      To Furnishings and Equipment
      -----------------------------

      7.1.2.1 In the first operating year an amount equal to one percent (1%) in
      the second operating year an amount equal to two percent (2%), in the
      third operating year an amount equal to three percent (3%) and for every
      operating year thereafter an amount equal to four percent (4%) of Revenue
      as a provision for replacements and additions to Furnishings and Equipment
      and all proceeds from the sale of Furnishings and Equipment, which, for
      the purposes of this Section only, shall include telephone and switchboard
      equipment, otherwise included as building installation or systems, no
      longer needed for the operation of the Hotel shall be credited to a
      reserve for replacements and addition to Furnishings and Equipment (the
      "Replacement Reserve") and shall be deposited monthly by Operator in a
      bank account under the exclusive control of Operator (the "Replacement

                                       51
<PAGE>

      Fund") bearing interest, which interest shall be credited to the
      Replacement Reserve and accumulated in the Replacement Fund or, if the
      parties so mutually agree, otherwise invested. Operator shall be entitled
      to withdraw from the Replacement Fund and shall charge against the
      Replacement Reserve any amounts required to make all replacements of and
      additions to Furnishings and Equipment deemed by it to be necessary
      (except as provided under Section 6.4 of this Article) or desirable, which
      Furnishings and Equipment shall be and become, forthwith upon acquisition
      and installation and without further act or action, the property of Owner.


      7.1.2.2 Replacements of and additions to Furnishings and Equipment deemed
      by Operator to be necessary or desirable, the cost of which shall exceed
      the balance in the Replacement Reserve, shall be subject to the approval
      of Owner, and such excess shall be paid for by Owner.


      7.1.2.3 Any amounts remaining in the Replacement Fund at the termination
      or expiration of the operating Term shall be credited to Gross Operating
      Profit in the last Fiscal Year of the Operating Term.


                                       52
<PAGE>


7.1.3 Certain Non-Routine Repair and Maintenance
      ------------------------------------------

      Operator shall have the right to make expenditures from the Reserve for
      certain non-routine repairs and maintenance to the Hotel which are
      normally capitalized under generally accepted accounting principles such
      as exterior and interior repainting, resurfacing building walls, floors,
      roofs and parking areas, and replacing folding walls or the like, but
      which are not major repairs, alterations, improvements, renewals or
      replacements to the Hotel building's structure or to its mechanical,
      electrical, heating, ventilating, air conditioning, plumbing or vertical
      transportation systems.


7.1.4 Alterations, Additions and Improvements
      ---------------------------------------

      Operator shall have the right to make expenditures from the Reserve for
      such alterations, additions or improvements in or to the Hotel as are
      required to be made in order to maintain the Hotel as a [to specify type]
      class hotel [in accordance with the Chain Standards].


7.1.5 Minor Structural Repairs and Improvements
      -----------------------------------------

      Operator shall have the right to make expenditures from the Reserve for
      structure repairs and minor capital improvements to the Hotel (exclusive

                                       53
<PAGE>

      of Furniture and Equipment) having an estimated cost not in excess of
      [US$50,000] aggregate in any Fiscal Year in order to maintain the Hotel as
      a [to specify type] class hotel [in accordance with the Chain Standards].


7.1.6 Ordinary and Non-Structural
      Repairs and Maintenance
      ---------------------------

      Operator shall, from time to time, make such expenditures from Gross
      Revenues or from the Reserve for ordinary and non-structural repairs and
      maintenance as required by the Mortgage or applicable laws and regulations
      or as it reasonable deems necessary to maintain the Hotel in good
      operating condition [in compliance with the Chain Standards]. If any such
      repairs or maintenance shall be made necessary by any condition against
      the occurrence of which Owner has received the guaranty or warranty of the
      building of the Hotel or of any supplier of labor or materials for the
      construction of the Hotel, then Operator shall invoke said guarantees or
      warranties in Owner's or Operator's name and Owner will cooperate with
      Operator in the enforcement thereof.


7.1.7 Essential Repairs, Changes and Replacements
      -------------------------------------------

      If at any time during the Operating Term, repairs to the buildings),
      installations or building systems, changes in the Hotel, or replacements -


                                       54
<PAGE>


      (1) shall be required by reason of any laws, ordinances or regulations, or
          by any order of governmental authority; or


      (2) shall be essential to the functioning or safety of the Hotel,
          including its structural integrity, or its continued operation under
          standards comparable to those prevailing in Operator hotels, such
          repairs or replacements shall be made promptly by Owner, shall be paid
          by Owner, at its expense and not as a charge against operations, and
          shall be made promptly and with as little hindrance to the operation
          of the Hotel as possible.



7.1.8 Other Charges, Replacements and Additions
      -----------------------------------------

      Any changes, replacements, additions or improvements not otherwise
      provided for in this Agreement shall, if mutually agreed upon, be made
      promptly by Owner (or, if Operator agrees, by Operator, upon receipt from
      Owner of sufficient funds therefore) and strictly in accordance with
      plans, specifications and designs subject to the prior approval of
      Operator, and shall be paid for by Owner, at its expense and not as a
      charge against operations.

                                       55
<PAGE>


                                  ARTICLE VIII

                                 REFURBISHMENT

8.1   Owner's Capital Obligations
      ---------------------------

      Owner shall continue to maintain the Hotel as a [to specify type] class
      hotel [and in compliance with the Chain Standards] and otherwise in
      compliance with any Mortgage or applicable Legal Requirements, provided,
      however, that the cost thereof shall be paid from the Reserve or, if
      necessary, shall be funded by Owner, to the extent the balance in the
      Reserve is at any time inadequate to comply with the requirements of any
      Mortgage or applicable Legal Requirements and except as otherwise provided
      for casualty or condemnation in Article XI. All alterations, additions,
      improvements, repairs and replacements in or to the Hotel shall be made
      with as little hindrance to the operation of the Hotel as possible, and
      Owner shall use its best efforts to present any liens from being filed
      against the Hotel which are arise from any such work and, if any such
      liens are filed, shall promptly obtain the release thereof.

                                       56
<PAGE>

                                   ARTICLE IX

                                   INSURANCE
9.1   Owner's Insurance
      -----------------

      Throughout the Operating Term, Owner shall insure the Buildings and
      Appurtenances, each of their component parts and all Furniture and
      Equipment and Fixed Asset Supplies against damage from risks of all nature
      (including, without limitation, earthquake, flood, boiler and machinery
      insurance, but excluding, at Owner's discretion, damage resulting from
      war, nuclear energy, and wear, tear and inherent vice) in aggregate
      amounts which shall be not less than 100% of replacement cost thereof
      (exclusive of foundations and footings). Owner shall carry such other or
      additional insurance in such buildings, facilities and contents of the
      Hotel in such amounts as are customary in the industry in order to
      preserve the Hotel's operations.



9.2   Operator's Insurance
      --------------------

      Operator shall throughout the Operating Term provide and maintain, with
      the cost to be charged to Owner as a part of Gross Operating Expenses -

      (a) Comprehensive general public liability insurance in amounts
          satisfactory to Owner, but in any event not less than a combined
          single limit of not less than US$[__________________] for each
          occurrence, for personal injury and death, and property damage, which
          shall among other risks, include coverage against liability arising
          out of the Ownership or

                                       57
<PAGE>

          operation of motor vehicles, as well as coverage in such amount
          against all claims brought anywhere in the world arising out of
          alleged (i) bodily injury, (ii) death, (iii) property damage, (iv)
          assault or battery, (v) false arrest, detention or imprisonment or
          malicious prosecution, (vi) libel, slander, defamation or violation of
          the right of privacy, (vii) wrongful entry or eviction or (viii)
          liquor law or dram shop liability;


      (b) worker's compensation insurance or insurance required by similar
          employee benefit acts as well as insurance having a minimum per
          occurrence limit as Operator may reasonably deem advisable against all
          claims which may be brought for personal injury or death of Hotel
          employees, but in no event less amounts prescribed by applicable law;


      (c) Fidelity bonds, with reasonable limits and deductibility to be
          determined by Operator, covering Operator's employees in job
          classifications normally bonded in other hotels it manages in the

                                       58
<PAGE>

          United States or otherwise required by law, and comprehensive crime
          insurance to the extent that Operator reasonably deem such to be
          necessary for the Hotel;


      (d) Business interruption insurance covering loss of income to both Owner
          and Operator for a minimum period of [six (6)] months resulting from
          interruption of business caused by the occurrence of any of the risks
          insured against under the property damage insurance referred to in
          Section 9.1; and


      (e) Such other insurance coverage as are customarily maintained by
          Operators of hotels comparable to the Hotel in the location of the
          Hotel, with such limits and deductibility as Operator may reasonably
          determined.


9.3   Increase In Insurance Limits
      ----------------------------

      Owner may require Operator to increase the limits of the above insurance
      coverage and may require Operator to carry other or additional insurance,

                                       59
<PAGE>

      but all premiums therefor shall be paid by Owner directly in advance and
      shall not be included in Gross Operating Expenses.


9.4   Form of Policies
      ----------------

      All insurance required by Sections 9.1 and 9.2 shall be in such form and
      with such companies as shall be reasonably satisfactory to Owner and
      Operator and as shall comply with terms of Mortgages. And insurance may be
      provided under blanket policies of insurance. All property damage
      insurance maintained by Owner pursuant to Section 9.1 shall, so long as
      the Hotel is mortgaged pursuant to a Mortgage, be subject to a standard
      mortgagee clause in favor of the holder of the Mortgage and shall name
      Operator as an additional insured. All other insurance shall be in the
      name of Owner and Operator. All policies of insurance shall provide if
      available at reasonable costs, that (i) the insurance company will have no
      right of subrogation against the holder of the Mortgage, Owner, Operator
      or any of their respective Affiliates or the agents or employees thereof
      and (ii) that the proceeds thereof in the event of loss or damage shall,
      to the extent payable to any holder of a Mortgage, be payable

                                       60
<PAGE>

      notwithstanding any act of negligence or breach of warranty by Owner or
      Operator which might otherwise result in the forfeiture or non-payment of
      such insurance proceeds.


9.5   Insurance Proceeds
      ------------------

      Owner and Operator agree that, if Owner shall be required to repair or
      restore the Hotel after an insurable casualty, subject to the terms of the
      Mortgages, all proceeds of property damage insurance required to be
      maintained by Owner under Section 9.1 when and if collected shall be
      deposited in a trust account in a bank or trust company Approved by
      Operator and Owner and such insurance proceeds shall be used to the extent
      necessary for the restoration or reconstruction of the Hotel and any other
      improvement or improvements on the Premises, together with replacing any
      Furniture and Equipment and Fixed Asset Supplies required in the operation
      of the Hotel, all such proceeds being pledged and dedicated by the parties
      for the purpose.


9.6   Certificates
      ------------

      Certificates of all policies shall be delivered to the party hereunder who
      is not required to purchase the insurance prior to the Commencement Date
      and thereafter certificates of renewal shall be delivered not less than
      thirty (30) days prior to the expiration date of such policies. All such

                                       61
<PAGE>

      certificates shall specify that the policies to which they relate cannot
      be cancelled or modification less than thirty (30) days' prior written
      notice to such other party.


                                   ARTICLE X

                    TAXES, UTILITIES, AND MORTGAGE PAYMENTS

10.1  Taxes
      -----

      Owner shall pay, prior to delinquency all real estate taxes, all person
      property taxes and all betterment assessments levied against the Hotel or
      any of its component parts. Operator shall promptly deliver to Owner all
      notices of assessments, valuations and similar documents to be filed by
      Operator or Owner or which are received from taxing authorities by
      Operator. Notwithstanding the foregoing obligations of Owner, Owner may,
      at its sole expense, contest the validity or the amount of any such tax or
      assessment, provided that such contest does not materially jeopardize
      Operator's rights under this Agreement. Operator agrees to cooperate with
      Owner and execute any documents or pleadings required for such purpose,
      but Owner shall reimburse Operator for any out-of- pocket costs incurred
      by Operator in so doing.

                                       62
<PAGE>

10.2  Utilities, Etc
      --------------

      Operator shall promptly pay all fuel, gas, light, power, water, sewage,
      garbage disposal, telephone and other utility bills currently as they are
      incurred in connection with the Hotel from Gross Revenues on Working
      Capital.


10.3  Mortgage Payments
      -----------------

      Owner shall be solely responsible for paying, when due, all principal
      and/or interest payments and other charges payable under any Mortgage.


                                   ARTICLE XI

                      DAMAGE OR DESTRUCTION; CONDEMNATION

11.1  Damage or Destruction
      ---------------------

      If the Hotel or any portion thereof shall be damaged or destroyed at any
      time or times during the Operating Term by fire, casualty or any other
      cause, Owner will, at its own cost and expense and with due diligence,
      repair, rebuild or replace the same so that after such repairing,
      rebuilding or replacing, the Hotel shall be substantially the same as
      prior to such damage or destruction. Owner shall undertake such work
      within ninety (90) days after the proceeds of any insurance becomes

                                       63
<PAGE>

      available to Owner for such repairing, rebuilding or replacing, and shall
      complete the same diligently. Notwithstanding the foregoing: (i) if the
      Hotel is damaged or destroyed to such an extent that the cost of repairs
      or restoration as reasonably estimated by Owner exceeds one-third of the
      cost to Owner of the Hotel; (ii) the insurance proceeds for such loss are
      less than eighty percent (8%) of the replacement cost of the Hotel; (iii)
      the mortgagee under the Mortgage does not release the insurance proceeds
      for restoration; or (iv) the damage is sustained within the last three
      years of the operating Term; then upon the occurrence of any of such
      events, Owner shall have no obligation to repair, rebuild or replace the
      Hotel.



11.2  Condemnation
      ------------

      If only a part of the Hotel shall be taken or condemned in any eminent
      domain, condemnation, compulsory acquisition or like proceeding by any
      competent authority, and in the reasonable opinion of Owner the Hotel can
      be altered, restored or repaired so as to make it a satisfactory
      architectural unit as a hotel of similar type and class as prior to the
      taking or condemnation, Owner shall so alter, restore and replace if the
      proceeds of such condemnation will be sufficient to pay or the costs of
      same, Owner and Operator agreeing to pledge so much of their awards as is
      necessary for such purpose. Such work shall be commenced within ninety

 
                                       64
<PAGE>

     (90) days after such proceeds become available and shall be diligently
      pursued to completion. Owner and Operator agree to request separate awards
      in the event of any taking or condemnation. Notwithstanding the foregoing:
      (i) if the condemnation proceeds from such taking are less than eighty
      percent (80%) of the replacement cost of the Hotel; (ii) the mortgagee
      under the Mortgage does not release the condemnation proceeds for
      restoration or (iii) the condemnation is sustained within the last three
      years of the Operating Term then upon the occurrence of any of such
      events. Owner shall have no obligation to repair, rebuild or replace the
      Hotel


                                  ARTICLE XII

                          EVENTS OF DEFAULT; REMEDIES

12.1  Non-Payment
      -----------

      The failure of either party to pay any sum of money to the other party
      when due and payable, if such failure is not cured within ten (10) days
      after written notice specifying such failure is received by the defaulting
      party from the non-defaulting party.


                                       65
<PAGE>

12.2  Other Covenants
      ---------------

      The failure of either party to perform, keep or fulfill any of the other
      covenants, undertakings or obligations set forth in this Agreement, if
      such failure has or could have a material adverse effect on the operation
      of the Hotel or the rights and duties of either party hereto and such
      failure is not cured within thirty (30) days after written notice
      specifying such failure is received by the defaulting party from the
      non-defaulting party; provided, however, that if such failure is incapable
      of cure within such period, and the defaulting party commences to cure
      such default during such period and thereafter prosecutes such cure to
      completion with all due diligence, then no Event of Default shall exist
      unless such failure remains uncured after one hundred twenty (120) days
      after repair of such notice.


12.3  Breach of Warranty
      ------------------

      Any warranty or representation made herein or in any document executed in
      connection therewith is breached in and material respect.

12.4  Bankruptcy
      ----------

      The filing by Owner or Operator of a voluntary petition in bankruptcy, or
      the filing by Owner or Operator of any petition or answer seeking or
      acquiescing in any reorganization, arrangement, composition, readjustment,


                                       66
<PAGE>

      liquidation, dissolution or similar relief for itself under any present or
      future federal, state or other applicable law or regulation relating to
      bankruptcy insolvent or other relief for debtors, or Owner's or Operator's
      seeking or consenting to or acquiescing in the appointment of any
      custodian, trustee, receiver, conservator or liquidator of Owner or of all
      or any substantial part of the Hotel or of any of all of the rents,
      issues, profits, revenues or royalties thereof, or the making by Owner or
      Operator of any general assignment for the benefit of creditors, or
      Owner's or Operator's failure generally to pay its debts as such debts
      become due, or Owner's or Operator's giving of notice to any governmental
      body of insolvency or pending insolvency or suspension of operations; or
      the entry by a court of competent jurisdiction of an order, judgment or
      decree approving a petition filed against Owner or Operator seeking any
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under any present or future federal, state
      
                                       67
<PAGE>

      or other law or regulation relating to bankruptcy, insolvency or other
      relief for debtors, which order, judgment or decree remains unvacated and
      unstayed for an aggregate of sixty (60) days (whether or not consecutive)
      from the date of entry thereof, or the appointment of any custodian
      trustee, receiver, conservator or Owner of all or any substantial part of
      the Premises or of any or all of the rents, issues, profits, revenues or
      royalties thereof without the consent or acquiescence of Owner, which
      appointment shall remain unvacated and unstayed for an aggregate of sixty
      (60) days (whether or not consecutive).



12.5  Remedies
      --------

      Upon the occurrence of an Event of Default (in which case the
      non-defaulting party may also terminate this Agreement as provided in
      Section 3.3), the non- defaulting party may pursue any and all remedies
      available that at law or in equity. In addition, in the event of a failure
      by a party to perform, keep or fulfill any covenant, undertaking or
      obligation which would have been an Event of Default but for the lack of
      materiality (as such concept is stated in Section 12.2) of such default,
      the non-defaulting party shall have all remedies available at law or in
      equity except the termination hereof.


                                       68
<PAGE>

                                  ARTICLE XIII

                              TRANSFER RESTRICTION


13.1  Ownership Transfer
      ------------------

      Owner shall not, without Operator's Approval which may be given or
      withheld in Operator's sole discretion, consummate any Ownership Transfer
      with a transferee which includes one or more of the following: (a) a
      person, entity or group engaged, directly or indirectly, in the Ownership,
      operation, management of hotels competitive to Operator (excluding
      recognized banking, financial institutions, life insurance companies and
      pension funds); (b) a non-profit (other than pension funds) or
      governmental organization or entity; or (c) any person or entity which own
      or operates a distillery, winery or brewery or a distributorship of
      alcoholic beverages if such Ownership or operation might reasonably impair
      the ability of Operator or its Affiliates to obtain or retain liquor
      licenses for any hotel, motel, restaurant, bar or lounge (including, but
      not limited to the Hotel), now or hereafter operated or owned by Operator
      or its Affiliates and any Affiliate of such a person or entity.
      Notwithstanding the above, Owner shall have the right to assign its rights
      and obligations under this Agreement to an Affiliate of Owner which meets


                                       69
<PAGE>

      the criteria set forth above. Notwithstanding anything to the contrary
      contained herein, any Ownership Transfer hereunder shall (A) require as a
      condition precedent thereof (i) a demonstration to the reasonable
      satisfaction of Operator that the transferee is financially and otherwise
      able to satisfy the terms and obligations of Owner hereunder and (ii) a
      prior written and legally enforceable undertaking from Owner that it shall
      guarantee to the reasonable satisfaction of Operator the obligations of
      the transferee as Owner hereunder following an Ownership Transfer, and (B)
      not be permitted without the prior written consent of Operator prior to
      the expiration of the later to occur of (i) expiration of the three years
      period described in Section 2.3 of the Other Agreement and (ii) the
      execution and delivery of Opening Agreements to Operator for each of the
      Hotels listed on Schedule 1 to the Other Agreement in accordance with the
      terms of the Other Agreement. Owner shall from time to time, upon the
      written request of Operator, furnish Operator with a list of the names and
      addresses of the Owner of the capital stock, partnership interests or
      other proprietary interests in Owner. Upon the effectiveness of any
  
                                       70
<PAGE>

      Ownership Transfer permitted hereunder, the definition of Owner shall for
      all purposes of this Agreement for acts occurring after the effective date
      of such transfer, automatically be amended to refer to the person who is
      the transferee, rather than to the person who is the transferor, in
      respect of such Ownership Transfer.



13.2  Assignment by Operator
      ----------------------

      Operator shall have the right to assign its rights and obligations under
      this Agreement without the consent of Owner to any Affiliate or to any
      other assignee who also acquires all, or substantially all of the assets
      of Operator.



                                  ARTICLE XIV

                                 MISCELLANEOUS

14.1  Further Assurance
      -----------------

      Owner and Operator shall execute and deliver all other appropriate
      supplemental agreements and other instruments, shall take any other action
      necessary to make this Agreement fully and legally effective binding and
      enforceable as between them and as against third parties.

                                       71
<PAGE>

14.2  Waiver
      ------

      The waiver on any of the terms and conditions of this Agreement on any
      occasion or occasions shall not be deemed a waiver of such terms and
      conditions on any future occasion.



14.3  Successors and Assigns
      ----------------------

      This Agreement shall be binding upon and inure to the benefit of Owner,
      its successors and permitted assigns, also shall be binding upon and inure
      to the benefit of Operator, its successors and permitted assigns.



14.4  Governing Law
      -------------

      This Agreement shall be governed by the laws of England.



14.5  Compliance with Mortgage
      ------------------------

      In carrying out its duties and obligations under the terms of this
      Agreement, Owner shall take no action that will constitute a default under
      any Mortgage. In carrying out its duties and obligations under the terms
      of this Agreement, Operator shall take not action permitted by this
      Agreement which would constitute a default under any Mortgage a copy of

                                       72
<PAGE>

      which has been delivered to Operator unless, in Operator's reasonable
      judgment, Operator's failure to take such action would adversely impact
      Operator's rights hereunder.



14.6  Amendments
      ----------

      This Agreement may not be modified amended, surrendered or change, except
      by a written instrument executed by Owner and Operator.



14.7  Estoppel Certificates
      ---------------------

      Owner and Operator agree, at any time and from time to time, as requested
      by the other party upon not less than ten (10) days prior written notice,
      to execute and deliver to the other a statement certifying that this
      Agreement is unmodified and in full force and effect (or if there have
      been modifications, that this Agreement is in full force and effect as
      modified and stating the modifications), certifying the dates to which
      required payments have been paid and stating whether or not to the best
      knowledge of the signer, the other party is in default in performance of
      any of its obligations under this Agreement, and if so, specifying each
      such default of which the signer may have knowledge and anything else
      reasonably requested it being intended that any such statement delivered
      pursuant hereto may be relied upon by others with whom the party
      requesting such certificate may be dealing.

                                       73
<PAGE>


14.8  Inspection Rights
      -----------------

      Owner shall have the right to inspect the Hotel and examine the books and
      records of Operator pertaining to the Hotel at all reasonable times during
      the Operating Term upon reasonable notice to Operator and Owner and the
      holder of any Mortgage, and any prospective mortgagee or purchaser shall
      have access to the Hotel and the books and records pertaining thereto at
      all times during the Operating Term to the extent necessary to comply with
      the terms of such Mortgage to the extent consistent with applicable law
      and regulations and the rights of guests, tenants and concessionaires of
      the Hotel.


14.9  Subordination
      -------------

      This Agreement and any execution hereof shall be subordinate to the
      Mortgage and any other mortgage or similar security instrument hereafter
      affecting the Hotel or the Premises and all renewals, modifications,
      consolidations, replacements and extensions thereof, provided that the
      Owner and holder of such Mortgage or other mortgage instrument enters into
      an agreement in form and substance reasonably satisfactory to Operator,
      providing that the rights of Operator under this Agreement shall not be
      affected by any foreclosure of or enforcement proceedings under the
      Mortgage or such other mortgage or instrument. Operator agrees that in the
      event the interest of Owner in the Hotel or the Premises which is subject
      to the lien of any Mortgage shall be transferred by reason of foreclosure,
      sale under a power granted under any Mortgage, or other proceedings or for
      any other reason (including, without limitations, by delivery of a deed in

                                       74
<PAGE>

      lieu of foreclosure). Operator shall be bound to the transferee of said
      interest of Owner under all of the terms, covenants and conditions of this
      Agreement for the balance of the Operating Term remaining and any
      extensions hereof with the same force and effect as if the transferee were
      Owner under this Agreement, provided, however, that Operator shall not be
      bound by this Agreement if the transferee does not comply with all of the
      terms, covenants and conditions of this Agreement and any transferee shall
      be liable for the termination payments due to Operator pursuant to Section
      3.4.6 of this Agreement.


14.10 Effect of Approval of
      Plans and Specifications
      ------------------------

      Owner and Operator agree that in each instance in this Agreement or
      elsewhere therein Operator is required to give its Approval of plans,
      specifications, budgets


                                       75
<PAGE>

      and/or financing, no such Approval shall imply or be deemed to constitute
      an opinion of Operator, nor impose upon Operator any responsibility for
      the design or construction of the Hotel, including, but not limited to
      compliance with Legal Requirements or as to structural integrity or
      life/safety requirements or adequacy of budgets and/or financing.


14.11 Indemnity By Operator
      ---------------------

      Operator shall indemnify and hold harmless Owner against any losses,
      liabilities, damages or claims against Owner arising out of (i) any
      negligence of Operator, its agents, contractors, subcontractor and
      employees; (ii) any malfeasance or misfeasance on the part of personnel
      hired by Operator for the management of the Hotel and (iii) any breach of
      any representation or warranty of Operator herein contained.


14.12 Indemnity by Owner
      ------------------

      Owner shall indemnify and hold harmless Operator against any losses,
      liabilities, damages or claims against Operator arising out of (i) any
      negligence of Owner, its agents, contractors, subcontractors and employees

                                       76
<PAGE>

      and (ii) any breach of any representation or warranty of Owner herein
      contained.


14.13 Partial Invalidity
      ------------------

      In the event that any one or more of the phrases, sentences, clauses or
      paragraphs contained in this Agreement shall be declared invalid by the
      final and unappealable order, decree or judgment of any court, this
      Agreement shall be construed as if such phrases, sentences, clauses or
      paragraphs had not been inserted, unless such construction would
      substantially destroy the benefit of the bargain of this Agreement to
      either of the parties hereto.


14.14 No Representations
      ------------------

      In entering into this Agreement, Operator and Owner acknowledge that
      neither Owner nor Operator have made and representation to the other
      regarding projected earnings, the possibility of future success or any
      other similar matter respecting the Hotel, and that Operator and Owner
      understand that no guarantee is made to the other as to any specific
      amount of income to be received by Operator or Owner or as to the future
      financial success of the Hotel.

                                       77
<PAGE>

14.15 Relationship
      ------------

      In the performance of this Agreement, Operator shall act solely as an
      independent contractor neither this Agreement nor any agreements,
      instruments, documents or transactions contemplated hereby shall in any
      respect be interpreted, deemed or construed as making Operator a partner
      or joint ventures with Owner or as creating any similar relationship
      entity, and Owner agrees that it will not make any contrary assertion,
      contention, claim or counterclaim in any action, suit or other legal
      proceedings involving Operator and Owner.


14-16 Entire Agreement
      ----------------

      This Agreement constitutes the entire agreement between the parties
      relating to the subject matter hereof, superceding all prior agreements or
      undertakings, oral or written.


14.17 Time of Essence, Force Majeure
      ------------------------------

      Time is of the essence of this Agreement; provided, however, that time
      limitations set forth in this Agreement, except with respect to monetary
      obligations, shall be extended for the period of any delay due to causes

                                       78
<PAGE>

      beyond the delayed party's control or which cannot be reasonably foreseen
      or provided against, including, without limitations, strikes,
      governmental, regulations or orders, or events of force majeure.



14.18 Interpretation
      --------------

      No provisions of this Agreement shall be construed against or interpreted
      to the disadvantage of any party hereto by any part or other governmental
      or judicial authority by reason of such party having or being to have
      structured or dictated such provision.




14.19 Counterparts
      ------------

      This Agreement may be executed in any number of counterparts, each of
      which shall be deemed to be an original and need not be signed by more
      than one of the parties hereto and all of which shall constitute one and
      the same agreement.



14.20 Consent and Approval
      --------------------

      Except as herein otherwise provided, whenever in this Agreement the
      Approval of Operator and Owner is required, such Approval shall not be
      unreasonably withheld or delayed.



14.21 Notices
      -------

      Any notice statement or demand required to be given under this Agreement
      shall be in writing and be and at the option of the party giving notice,
      (i) personally delivered, or (ii) transmitted by a nationally recognized

                                       79
<PAGE>

      overnight delivery courier, charges prepaid and addressed, if to Owner to
      [     ], and to Operator [     ], Attention [     ];; with a copy to the
      general manager of the Hotel, or to such other addresses as Operator or
      Owner shall designate in the manner herein provided. Any such notice shall
      be deemed to have been given (x) the date of receipt if delivered and to
      Operator to Attention [personally, (y) two (2) business days after
      delivery to the overnight courier service as aforesaid, but the time
      period for any response thereto or action in connection therewith shall
      not commence to run until actual receipt or rejection or inability to
      deliver such notice. Owner and Operator each agree that upon giving of any
      notice, it shall use its best efforts to advise the other by telephone
      that a notice has been sent hereunder. Such telephonic advice shall not,
      however, be a condition to the effectiveness of notice hereunder.


14.22 Confidentiality
      ---------------

      The terms and provisions of this Agreement shall be confidential between
      Owner and Operator and shall be released to third parties only in
      connection with carrying out their respective duties and obligations

                                       80
<PAGE>

      described herein, in connection with any order of court to comply with
      governmental rules and regulations, and as requested by any proposed
      purchaser or mortgagee of all or any portion of Owner's or Operator's
      interests in the Hotel and this Agreement.


14.23 Dispute Resolution
      ------------------

      Owner and Operator recognize and acknowledge that protracted disputes
      between the parties relating to the terms and conditions of this Agreement
      are not in the best interest of the successful operation of the Hotel.
      Owner and Operator agree to attempt to resolve any disagreements by
      discussion between them before resorting to self help, litigation or
      arbitration.


14.24 Cooperation With Owner's Lender
      -------------------------------

      Operator agrees to cooperate in good faith with any reasonable requested
      by Owner or its lenders for information relating of the Hotel


14.25 Arbitration
      -----------

      14.25.1 If any dispute arises out of this Agreement the parties shall in
              the first instance attempt to resolve such dispute by mutual
              consultation, and any party may at any time serve a notice on the

                                       81
<PAGE>

              other party requesting such consultation and stating the nature of
              the dispute.


      14.25.2 If within three (3) months of service of such a notice the dispute
              has not been settled, then without prejudice to any rights of
              cancellation or termination under this Agreement, and irrespective
              of whether this Agreement has been terminated at the election of
              either party, such dispute shall be submitted to arbitration in
              conformity with the rules of the International Chamber of Commerce
              for the time being in force and such arbitration shall be held in
              the City of London, England or in such other place as the parties
              shall mutually agree.



14.26 Further Instruments
      -------------------

      Owner shall register this Agreement, execute and deliver all other
      appropriate supplemental agreements and other instruments, and take any
      other action, including obtaining any governmental approval, necessary to
      make this Agreement fully and legally effective, binding and enforceable
      as between the parties and against third parties. Any fees or expenses
      incurred in connection therewith shall be borne by Owner.


                                       82
<PAGE>


14.27 Governing Law
      -------------

      This Agreement shall be construed, interpreted and applied in accordance
      with, and shall be governed by the law of England.


                                   ARTICLE XV

                         REPRESENTATIONS AND WARRANTIES

15.1  Representations and Warranties of Owner
      ---------------------------------------

      In order to induce Operator to enter into this Agreement, Owner does
      hereby make the following representations and warranties -


      (a) the execution of this Agreement is permitted by the Articles of
          Incorporation and By-Laws (or other applicable organic documents) of
          Owner and this Agreement has been duly authorized, executed and
          delivered and constitutes the legal, valid and binding obligation of
          Owner enforceable in accordance with the terms hereof;


      (b) there is no claim, litigation, proceedings or governmental
          investigation pending, or as far as is known to Owner, threatened,
          against relating to Owner, the properties or business of Owner on the
          transactions contemplated by this Agreement which does, or may

                                       83
<PAGE>

          reasonably be expected to materially and adversely affect the ability
          of Owner to enter into this Agreement or to carry out its obligations
          hereunder, and there is no basis for any such claim, litigation,
          proceedings or governmental investigation to the best of Owner's
          knowledge, except as full disclosed in writing to Operator; and


      (c) neither the consummation of the actions contemplated by this Agreement
          on the part of Owner to be performed, nor the fulfillment of the
          terms, conditions and provisions of this Agreement, conflicts with or
          will. result in the breach of any of the terms, conditions or
          provisions of, or constitute a default under any agreement, indenture,
          instrument or undertaking to which Owner is a party or by which it is
          bound.



15.2.1 Representations and Warranties of Operator
       ------------------------------------------

      In order to induce Owner to enter into this Agreement, Operator does
      hereby make the following representations and warranties -

      (a) the execution of this Agreement is permitted by the Articles of
          Incorporation and By-Laws of Operator (or other organic documents) and
          this Agreement has been duly authorized, executed and delivered and

                                       84
<PAGE>

          constitutes legal, valid and binding obligations of Operator
          enforceable in accordance with the terms hereof;


      (b) there is no claim, litigation, proceedings or governmental
          investigation pending, or as far as is known to Operator, threatened,
          against relating to Operator, a properties or business of Operator or
          the transactions contemplated by this Agreement which does, or may
          reasonably be expected to materially and adversely affect the ability
          of Operator to enter into this Agreement to carry out its obligations
          hereunder, and there is no basis for any such claim, litigation,
          proceedings or governmental investigation to the best of Operator's
          knowledge, except as has been fully disclosed in writing to Owner; and


      (c) neither the consummation of the actions contemplated by this
          Agreement- on the- part of Operator to be performed o@ the fulfillment
          of the terms, conditions and provisions of this Agreement, conflict
          with or will result in the breach of any of the terms, conditions or

                                       85
<PAGE>

          provisions of, or constitute a default under any agreement, indenture,
          instrument or undertaking to which Operator is a party or by which it
          is bound.


                                  ARTICLE XVI

                MANAGEMENT FEES AND OWNER'S PROFIT DISTRIBUTION

16.1  Operator's Fees
      ---------------

      During the Operating Term Operator shall be entitled to receive -


      (1) Monthly, as its basic management fee an amount equal to
          [_____________] percent (%) of the Revenue of the Hotel, as defined in
          Article V, and


      (2) Monthly, as its incentive fee percent 'i) of the Gross Operating
          Profit, as defined in Article V.


16.2  Payment of Fees
      ---------------

      Operator's basic management and incentive fees shall be determined in the
      currency of the Country and shall be payable in United States dollars at
      the official rate of exchange prevailing on such dates as such fees shall
      be determined. Operator shall have the right to withdraw the amount of its
      fees from the Agency Account of the Hotel and, after deducting such income


                                       86
<PAGE>

      or withholding taxes of the Country as shall be applicable such fees,
      utilize such United States dollars or other currency freely convertible
      into United States dollars that may be available in such bank accounts
      and/or convert such net amount from the currency of the Country to the
      United States dollars and remits such dollars or other foreign currency to
      its principal office or such other place as Operator may, from time to
      time, designate. If exchange control regulations of the Country delay the
      conversion of its fees into United States dollars, Operator may elect to
      receive and retain such fees in the currency of the Country during the
      period of such delay, but such election shall not constitute a waiver of
      Operator's right to receive payment thereof in United States dollars at
      the rate of exchange as aforesaid. In the event that such fees shall be
      subject to any value added tax on turnover imposed by the Country, such
      fees shall be increased by the amount of such value added tax and Operator
      hereby authorizes Owner and Owner hereby accepts to be Operator's
      accredited representative responsible for Operator's conformance with the
      applicable regulations of the Country, including the declaration and
      payment of such value added tax.


                                       87
<PAGE>

                                  ARTICLE XVII

                               SPECIAL CONDITIONS

17.1  Operator shall have the right, which may be exercised notwithstanding any
      claim of force majeure by Owner, to terminate this Agreement if -


      (1) Owner shall not, within a reasonable time not exceeding [word
          (figure)] months from the date of this Agreement, have obtained a
          financial commitment which in Operator's opinion is satisfactory and
          will assure the fulfillment of Owner's obligations under this
          Agreement; or


      (2) Owner shall not have obtained, within a reasonable time, all necessary
          government approvals decrees, acts, orders, consents, licenses and
          permits to enable Owner to construct and Operator to operate the Hotel
          in accordance with the terms of this Agreement; or


      (3) Owner shall not, within a period of [word (figure)] months from the
          date of this Agreement, have commenced the construction of the Hotel;
          or


      (4) Owner shall not, within a period of forty- two months from the date of
          this Agreement, have substantially completed the constructions,
          equipping, furnishing and decorating of the Hotel; or

                                       88
<PAGE>


      (5) Operator shall not have obtained, with the cooperation and assistance
          of Owner, prior to acceptance of the Hotel and throughout the
          Operating Term, appropriate assurance from the proper authorities as
          to the right;



          (a) of key personnel needed to establish and operate the Hotel to
              enter and work in the Country and to be reasonably compensated in
              currency readily convertible into United States dollars and to
              repatriate said compensation; and 

          (b) of Operator to receive in United States dollars its fees and
              reimbursements for expenditures in currency other than legal
              tender of the Country, with the right to remit the same.



        IN WITNESS WHEREOF Operator and Owner act by and through their proper
and duly authorized officers or representatives have each duly executed this
Agreement under seal as of the date set forth above.


                                       89
<PAGE>

Signed for and on behalf of             )
CONSERVER CORPORATION OF                )                /s/
AMERICA by Charles H. Stein             )
in the presence of                      )

               /s/
         LOW YONG SUAN
         ADVOCATE & SOLICITOR
         KUALA LUMPUR



Signed for and on behalf of             )
Dorsett Hotels & Resorts International  )                /s/
Ltd. by Dato David Chu                  )
in the presence of                      )

               /s/
         LOW YONG SUAN
         ADVOCATE & SOLICITOR
         KUALA LUMPUR



                                       90


<PAGE>


                                   EXHIBIT A
                                   ---------

                 TECHNICAL SERVICES TO BE PROVIDED BY OPERATOR

(I)     EVALUATION, RESEARCH AND ANALYSIS
        ---------------------------------

        Operator evaluation, research and analysis services consist of making
        available to Owner and its consultants, Operator's expertise and
        experience in market analysis, and food and beverage and personnel
        planning as set forth below.

A.      Site visit by Marketing Personnel, Evaluation of Independent Feasibility
        Study, Market Survey, and Hotel Facilities Analysis.

        1.    Familiarization with site and local market conditions by Operator
              Marketing personnel.

        2.    Preparation of a market survey.

        3.    Evaluation of the marketing study conducted, including comments
              upon such study's findings with respect to -

              a.   Airline access and potential for additional services

              b.   Economic review of local competition

              c.   Demand for the Hotel

              d.   Projected average occupancy rates

              e.   Projected average room rates.

B.      Site visit by Food and Beverage Personnel and Food and  Beverage
        Facilities Recommendations.

        1.    Site visit by Operator Food and Beverage personnel to survey and
              evaluate -

              a.   The availability of products

              b.   Local food and beverage competition

              C.   Local preferences and trends respecting food, beverages and
                   ambience

                                       1


<PAGE>


              d.   Entertainment needs.

        2.    Recommendation to Owner respecting the number and style of food
              and beverage outlets.

C.      Site visit by Human Resources Personnel.

        1.    Site visit by Operator Human Resources personnel to evaluate -

              a.   The staffing needs of the Hotel

              b.   The availability of local personnel and the extent to which
                   training programs must be implemented

              c.   The need for staff housing

              d.   Preparation of an outline staffing guide.


(II)    TECHNICAL SERVICES
        ------------------

        Operator's Technical Services consist of making available to Owner, and
        to its architects, contractors, engineers, interior designers and other
        consultants with the exception of the civil and structural consultants,
        Operator's expertise and experience in the design, planning and
        renovation of hotels as set forth below.

        Operator shall not review, comment upon, approve or assume any
        responsibility or liability for the civil or structural design,
        documentation, integrity and execution of any structural component,
        matter or issue relating to the Hotel.

A.      Owner's Consultants

        Recommendation and/or review of the qualifications of various
        consultants to be appointed by Owner for the design and renovation
        program of the Hotel.

        1.    Land surveyor

        2.    Design architect

        3.    Working drawing architect (contract documents)

                                       2


<PAGE>


        4.*   Landscape architect (including hardscape and waterfall
              engineering)

        5.*   Interior designer

        6.    Structural engineer

        7.    Seismic consultant

        8.    Wind tunnel consultant

        9.    Mechanical design engineer

        10.   Electrical design engineer.

        11.   Plumbing design engineer/project manager

        12.   Quantity surveyor

        13.   Security and life safety design consultant

        14.   Vertical transportation design consultant

        15.   Traffic design consultant

        16.*  Lighting design consultant

        17.   Acoustic design consultant

        18.   Communications consultant

        19.   Computer/building automation design consultant

        20.   Audio/Visual design consultant

        21.*  Entertainment center consultant/Operator

        22.*  Kitchen & Laundry consultant

        23.*  Graphic & Signage design consultant

        24.*  Uniform design consultant.

        *Note:  Consultants of these disciplines must be approved
                by Operator.

B.      Architect

        1.    Preparation of project description/design statement and space
              utilization program of the Hotel.

                                       3


<PAGE>


        2.    Preparation of Operator's Design Standards and Criteria.

        3.    Review and approval of schematic drawings.

        4.    Review and approval of design development.

        5.    Review of the final architectural plans and final specifications.

        6.    On-site inspections as required during construction and at the
              completion of the renovation of the Hotel.

C.      Interior Design

        1.    Preparation of project description/design statement and space
              utilization program for the Hotel.

        2.    Preparation of Operator's Design Standards and Criteria.

        3.    Assistance to Owner's interior designers with design brief and
              suggestions on functional layout of guest rooms, public areas,
              restaurants, bars and ballrooms.

        4.    Review of preliminary layouts and suggestions by Owner's interior
              designers.

        5.    Review and approval of the preliminary presentation for interiors,
              including layout plans, elevations, color schemes and renderings.

        6.    Advice on specifications for carpeting, wall coverings, fabrics,
              etc.

        7.    Review and approval of final working drawings for interiors and
              purchase specifications for furniture and furnishings.

        8.    Selective review of detailed shop drawings.

        9.    On-site inspections as required of the work in progress and after
              completion of the renovation program of the Hotel.

D.      Landscape

        1.    Assistance to Owner's landscape architect in developing site plans
              with suggestions on concepts, themes, treatments, pedestrian flow
              and functional layouts.

                                       4


<PAGE>


        2.    Review of preliminary landscape concept preparation by Owner's
              landscape architect.

        3.    Review and approval of preliminary landscape presentation
              including site plans, sections, elevations, individual area
              layouts and color renderings.

        4.    Review and approval of final working drawings and planting
              schedules for landscape, softscape, waterscape and hardscape.

        5.    On-site inspections as required of work in progress and at the
              completion of the renovation work at the Hotel.

E.      Mechanical, Electrical, Plumbing and Vertical Transportation Criteria.

        1.    Review with Owner's appointed engineering consultants of initial
              infrastructure survey.

        2.    Review consultants recommended manufacturers and suppliers of
              equipment.

        3.    Review commissioning test and final inspection reports by
              engineering consultants.

        4.    on-site inspections as required during the construction and
              installations of the various systems.

F.      Lighting

        1.    Review information on guest room and public area lighting
              requirements submitted by Owner's electrical engineering and
              lighting consultants.

        2.    Assistance to Owner's architects, interior designers and lighting
              consultants in preparation of preliminary lighting schemes for
              guest rooms, restaurants, ballrooms, private dining rooms, lobby,
              facade, outdoor landscaped areas, etc.

        3.    Review of final lighting layouts for such areas including specific
              fixture selection in catalogue reference or design form.

                                       5


<PAGE>


        4.    Review of electrical lighting plans and dimmer specifications as
              prepared by Owner's lighting consultant.

        5.    On-site inspections as required of layouts and review of selected
              fixtures.

G.      Kitchen and Laundry Criteria

        1.    Preparation of Operator's Design Standards and Criteria.

        2.    Review and approval of schematic drawings.

        3.    Review and approval design development.

        4.    Review of the final plans and final specifications.

        5.    Recommendation of experienced suppliers and manufacturers.

        6.    Review analysis of bids with respect to specification and
              comparative costs, quality and features.

        7.    On-site inspections as required during installation of
              equipment and commissioning of systems recommendations of
              acceptance of installations.

H.      Graphic, Signage and Uniform

        1.    Preparation of project description, scope of work and design
              brief for graphics, signage and uniforms.

        2.    Preparation of Operator's Design Standards and Criteria.

        3.    Review and comment on designs and specifications for folders,
              brochures, food and beverage menus, guest supplies, administration
              forms and pre-opening supplies as per schedule.

        4.    Review and comment on designs for crest and symbol of the Hotel
              and food and beverage facilities and other facilities.

        5.    Assistance to uniform consultant on designs material selection,
              sample presentation and design development of uniforms.

                                       6


<PAGE>


I.      Hotel Equipment

        1.    Issue equipment specifications and assistance in the selection
              for -

              a.   Operating equipment -

                   (i)     Silverware

                   (ii)    Chinaware

                   (iii)   Glassware

                   (iv)    Linens

                   (v)     Uniforms

              b.   Special hotel equipment

                   (i)     Hotel management systems

                   (ii)    Office equipment

                   (iii)   Art and print shop equipment

                   (iv)    Material handling trucks

                   (v)     Cleaning equipment

                   (vi)    Dining room wagons

                   (vii)   Shelving and lockers

                   (viii)  Motor vehicles

                   (ix)    Banquet equipment

                   (x)     Recreational equipment

                   (xi)    Miscellaneous guestroom equipment

              c.   Ancillary Hotel Equipment

                   (i)     Kitchen utensils

                   (ii)    Dining room accessories

                   (iii)   Engineering tools and equipment

                   (iv)    Housekeeping utensils

                                       7


<PAGE>


                   (v)     Miscellaneous.

        2.    Review of FF&E budget.

        3.    Submission of specifications and/or catalogue data; recommendation
              on quantity and quality to be purchased; assistance to Owner in
              obtaining discount prices that are available to Operator
              world-wide.










                                       8


<PAGE>


                                   EXHIBIT B
                                   ---------

                             (For Operating Hotel)

                               Hotel Description

1.1   The Site
      --------

      The Hotel has been constructed upon lands (hereinafter called the "Site")
      and has been acquired by Owner at its expense. The Ownership of the Site
      shall be documented within a reasonable time after the date of this
      Agreement and Owner shall deliver, within thirty days after execution of
      this Agreement, an appropriate instrument supplemental hereto containing a
      full and correct description of the boundaries thereof.

1.2   Construction, Furnishings and Equipment of the Hotel
      ----------------------------------------------------

      On the Site, Owner has, at its expense, with all reasonable diligence
      built, equipped, furnished and decorated a Hotel, as defined in Section
      1.3 of this Article.

1.3   The Hotel
      ---------

      The Hotel consists of -

      (A)    The Site;

      (B)    A Hotel building or buildings with -

             (1)   areas and facilities including -

                   (a)  approximately ______ guest rooms and suites,

                   (b)  restaurants, bars and banquet, meeting and other public
                        rooms,

                   (c)  commercial space for sale of merchandise, goods or
                        services,

                   (d)  garage or other parking space for guests and employees,

                   (e)  storage and service support areas,

                   (f)  offices for employees,

                                       1


<PAGE>


                   (g)  health (fitness) and business centers, and

                   (h)  recreational facilities and areas;

             (2)   all installations and building systems necessary for the
                   operation of the building(s) for hotel purposes (including,
                   without limitation, elevator, heating, ventilating, air
                   conditioning, electrical including lighting, plumbing
                   including sanitary, refrigerating, telephone and
                   communications, safety and security, laundry and kitchen
                   installations and systems);

             (3)   all furniture and furnishings, which includes guest rooms,
                   office, public area and other furniture, carpeting,
                   draperies, lamps and other items;

             (4)   kitchen and laundry equipment;

             (5)   special hotel equipment and adequate spare parts therefore,
                   which include -

                   (a)  all equipment required for the operation of -

                        (i)    guest rooms, including televisions, mini-bars
                               and safes,

                        (ii)   banquet rooms,

                        (iii)  a print shop,

                        (iv)   employee locker rooms and

                        (v)    a health and fitness club

                   (b)  office equipment, including computer hardware and
                        software as required by Operator,

                   (c)  dining room wagons,

                   (d)  material handling equipment,

                   (e)  cleaning and engineering equipment, and

                   (f)  motor vehicles as required for guest and employee
                        transportation;

                                       2


<PAGE>


             (6)   dining room accessories, kitchen utensils, engineering tools
                   and equipment, housekeeping utensils and miscellaneous
                   equipment and accessories (hereinafter called "Ancillary
                   Hotel Equipment"); and

             (7)   uniforms, china, glassware, linens and silverware and the
                   like (hereinafter called "Operating Equipment");

      (C)    public grounds, gardens and other landscaping features and
             facilities;

      (D)    employee housing, if unavailable convenient to the Hotel; and

      (E)    other facilities and appurtenances; as necessary or desirable
             for the operation of the Hotel under standards comparable to
             those prevailing in Operator hotels.

      The items to be supplied by Owner under Items (3), (4) and with the
      exception of spare parts, (5) of subsection (B) above are hereinafter
      collectively referred to "Furnishing and Equipment".

1.4     Refurbishment of Hotel
        ----------------------

1.4.1        Owner shall refurbish the Hotel according to the Renovation
             Schedule and scope of work further detailed in Appendix C to this
             agreement, and in accordance with the construction schedule
             contained therein. All renovation work performed on the Site must
             have prior approval of Operator to ensure proper co-ordination with
             ongoing hotel operations.

1.4.2        Owner shall engage and retain its own expense the design
             consultants encumbered in Appendix A to this agreement and
             contracts and other specialists and consultants as shall be
             necessary and appropriate to complete the renovations, each of whom
             shall be subject to prior approval by Operator.

1.4.3        Owner and Operator shall cause all such firms and persons to
             prepare full and adequate plans, layouts, specifications, drawings
             and designs, both interior and exterior, as provided in Section 1.5
             of this Article and, colored renderings and material boards of

                                       3


<PAGE>


             quality suitable for advertising and promotion, with respect to the
             Hotel except to the extent they are to be provided by Operator as
             part of its Technical Services. The contracts with all such firms
             and persons shall require that where appropriate such firms or
             persons shall provide, at Owner's expense, adequate training in the
             use and maintenance of the building(s) and all systems and
             installations therein and shall furnish to Owner and Operator, at
             the conclusion of the project, a full set of plans and
             specifications as executed, and catalogue cut sheets, operating
             manuals and instructions.

1.5     Plans, Specifications and Designs
        ---------------------------------

             All plans, specifications and designs for the Hotel must be in
             conformity with Operator's design standards and criteria for hotels
             and shall be prepared in accordance with Operator's area program,
             design statement and supporting design criteria documents to be
             furnished by Operator to Owner as part of Operator's Technical
             Services as described in Appendix A to this agreement.

1.6     Approval of Plans
        -----------------

             The contracts with the aforesaid consultants and contractors shall
             provide that all plans, designs, specifications, drawings, layouts,
             etc. and any changes in or departures therefrom subsequently made
             or authorized shall be submitted for approval to Owner and Operator
             prior to implementation. Wherever in this agreement or elsewhere
             that Operator is required to give its approval of plans,
             specifications, budgets and/or financing, no such approval shall
             imply or be deemed to constitute an opinion by Operator on, nor
             impose upon Operator any responsibility for, the design or
             construction of building elements, including but not limited to
             structural integrity of life/safety requirements or adequacy of
             budgets and/or financing. The scope of Operator's review and
             approval of plans and specifications is limited solely to the
             adequacy and relationship of spaces and aesthetics of the buildings
             for use as a hotel. All reviews and approvals by Operator under the
             terms of this agreement are for the sole and exclusive benefit of
             Operator and no other person or party shall have the right to rely
             on any such reviews or approvals by Operator. Operator shall have

                                       4


<PAGE>


             the absolute right, in its sole discretion, to waive any such
             reviews or approvals as a condition to its performance under this
             agreement.

1.7     Technical Services
        ------------------

1.7.1        Operator shall provide to Owner or shall cause one of its
             affiliates experienced in rendering technical services for hotels
             to provide, from the principal place of business of Operator or
             such affiliate, the Technical Services described in Appendix A to
             this agreement, and Owner shall in consideration thereof pay
             Operator or such affiliate the amount of United States dollars
             _____________ (US$________). This amount shall be paid in three (3)
             equal installments, and the first installment shall be due upon
             signing of this agreement with the balance of the two (2) remaining
             equal installments to be paid upon each of the first quarterly
             anniversary dates of this Agreement.

1.7.2.       In addition to the aforesaid fee, Owner shall, promptly following
             receipt of properly documented invoices, reimburse Operator or
             Operator's affiliate for the out-of-pocket expenses incurred by
             Operator or its affiliate in rendering such Technical Services,
             including, inter-alia, transportation, food and logging and other
             travel expenses, courier services, reproductions of plans and
             designs.

1.7.3        The fees for Technical Services and reimbursement for out-of-pocket
             expenses incurred in rendering such services shall be payable in
             United States dollars or in currency freely convertible into United
             States dollars without reduction for income, withholding, value
             added or any other taxes imposed by the Country, or bank charges or
             any other charges, at Operator's or its affiliate's principal
             office, or to such other place as Operator or its affiliate may,
             from time to time, designate. In the event that the Country shall
             impose any income, withholding or other tax upon such Technical
             Services fees, or deem the reimbursement of such out-of-pocket
             expenses to be income taxable to Operator or its affiliate, such
             taxes shall be for the account of and shall be borne by Owner which
             shall promptly pay any such taxes in order that Operator or its
             affiliate shall receive full and timely payment of its fees and

                                       5


<PAGE>


             reimbursements for out-of-pocket expenses. In the event that such
             fees shall be subject to any value added tax on turnover imposed by
             the Country, such fees shall be increased by the amount of such
             value tax and Operator hereby authorizes Owner and Owner hereby
             accepts to be Operator's accredited representative responsible for
             Operator's conformance with the applicable regulations of the
             Country, including the declaration and payment of such value added
             tax.

1.7.4        Operator or its affiliate shall not be required to render Technical
             Services for a period in excess of twelve (12) months from the date
             of commencement of the rendition thereof but, if at the end of such
             twelve (12) months period -

             (1)   this agreement shall be in full force and effect;

             (2)   the formal re-opening of the Hotel, as defined in Section
                   1.10 of this Article, shall not have taken place; and

             (3)   Operator or its affiliate shall elect to continue such
                   services, then, upon notice by Operator or its affiliate to
                   Owner of the intention to continue said services, the fee for
                   said services shall be increased by an amount to be agreed
                   upon by both parties, but Operator or its affiliates shall at
                   all times following such notice retain the right to notify
                   Owner at any time of its intention to terminate such
                   services.

1.7.5        In the event that this agreement shall be terminated at any time
             for any reason, any amount then owing by Owner to Operation or its
             affiliate for Technical Services shall be due and payable upon such
             termination.

1.8     Title to the Hotel
        ------------------

1.8.1        Owner warrants that it has, and throughout the Operating Term as
             hereinafter defined, will maintain full Ownership of the Hotel (or
             if Owner's right and interest in the Hotel is derived through a
             lease, concession or other agreement, Owner shall keep and maintain
             said lease, concession or other agreement in full force and effect
             throughout said term) free and clear of any liens, encumbrances,
             covenants, charges burdens or claims, except -

                                       6


<PAGE>

             (1)   such that do not, materially and adversely affect the
                   operation of the Hotel by Operator and

             (2)   mortgages or other encumbrances that provide that this
                   agreement shall not be subject to forfeiture or termination
                   except only in accordance with the provisions of this
                   agreement, notwithstanding a default under such mortgage or
                   other encumbrance.


             Owner further warrants that Operator, on distributing the profits
             to Owner in accordance with this agreement and fulfilling its other
             obligations thereunder, shall and may peaceably and quietly manage
             and operate the Hotel during the entire Operating Term.

1.8.2        Owner shall pay and discharge any ground rents, or other rental
             payments, concession charges and any other charges payable by Owner
             in respect of the Hotel and, at its expense, undertake and
             prosecute all appropriate actions, judicial or otherwise, required
             to assure such quiet and peaceable management to Operator. Owner
             shall further pay all real estate taxes and assessments that may
             become a lien on the Hotel and that may be due and payable during
             the Operating Term, unless payment thereof is in good faith being
             contested by Owner and enforcement thereof is stayed. Owner shall
             not later than twenty (20) days following written request by
             Operator furnish to Operator copies of official tax bills and
             assessments and tax receipts showing the payment of such taxes and
             assessments.

1.9     Fund for Training, Re-Opening and Operating expenses
        ----------------------------------------------------

1.9.1        Owner shall make available an amount to be determined in accordance
             with a budget to be prepared by Operator and submitted to Owner
             within 3 months from the date of this agreement, to provide a fund
             for the costs and expenses of -

             (1)   recruiting, relocating, training and compensating Hotel
                   employees (including temporary subsistence for relocated
                   employees until they have procured permanent accommodations
                   within or outside the Hotel in accordance with Operator's
                   personnel policies);

                                       7


<PAGE>


             (2)   organizing Hotel operations;

             (3)   re-opening advertising, promotion and literature;

             (4)    obtaining all necessary licenses and permits (including the
                   fees of attorneys and other consultants incident thereto);

             (5)   telephone, facsimile, e-mail, internet and other
                   communications;

             (6)   travel and business entertainment (including re-opening
                   celebrations and ceremonies), and

             (7)   other re-opening activities incurred prior to or concurrently
                   with the formal re-opening of the Hotel.

             Operator and its affiliates and other hotels operated by Operator
             and its affiliates shall be reimbursed for all costs incurred by
             them in connection with re- opening activities of the Hotel,
             including inter-alia,

             (1)   for a period of one year prior to the formal re-opening of
                   the Hotel, Group Services as defined in Section 7.2 of
                   Article VII;

             (2)   the salaries, transportation and subsistence outside the
                   Hotel of personnel of Operator, its affiliates or other
                   Operator hotels assigned temporarily to the Hotel to assist
                   in re-opening activities; and

             (3)   such expenses, excluding salaries, of such personnel making
                   occasional visits to the Hotel in connection with such
                   re-opening activities, which Operator may undertake upon
                   receipt by Operator of notice from Owner that construction of
                   the Hotel has commenced, which notice shall be given in
                   writing within fifteen (15) days thereof.

                                       8


<PAGE>


1.9.2        The re-opening budget shall be revised as necessary from time to
             time prior to the formal re-opening of the Hotel. The amounts
             allocated for various expenses classifications within said budget
             may be increased or decreased by Operator provided that the total
             amount disbursed, with the exception of the additional amounts
             required, as provided below in this Section, as the result of
             postponement of the formal re-opening of the Hotel, shall not
             exceed the total of said budget without the prior approval of
             Owner.

1.9.3        For the purpose hereof, Operator shall utilize the currency of the
             Country to the fullest extent possible and the balance of the funds
             required hereunder shall be made available in United States dollars
             or in currency freely convertible into United States dollars,
             without reduction for income, withholding, value added or any other
             taxes imposed by the Country, or bank charges or any other charges.
             In the event that the Country shall impose any income, withholding,
             value added or other tax upon the funds made available to Operator
             for re-opening expenses, such taxes shall be for the account of and
             shall be borne by Owner and shall be promptly paid by Owner in
             order that such funds shall be available to Operator on a full and
             timely basis to enable Operator to perform its obligation in
             accordance with this Section.

1.9.4        If Operator shall not receive timely payment from Owner of
             re-opening funds in accordance with the aforesaid budget, Operator
             shall have the right, but not the obligation, to advance its own
             funds for such purposes and to be reimbursed therefore, all in
             accordance with the provisions of Article XI of this agreement.

1.9.5        In the event of the postponement of the formal re- opening of the
             Hotel beyond the date scheduled upon the arrival of the general
             manager assigned to the Hotel, at which time such scheduled date
             shall be set forth in a memorandum to be signed by both parties,
             Owner shall make additional monthly payments as required by
             Operator until the formal re-opening of the Hotel. With the consent
             of Owner, Operator may prior to said formal re-opening conduct
             partial operations of the Hotel, the expenses and revenues of said
             partial operations to increase or reduce the re-opening
             expenditures budgeted in accordance with the provisions of this
             Section, and Operator shall be entitled to receive monthly basic
             management and incentive fees, at the rates provided for in Section
             4.1 of Article IV and upon the terms set forth in Section 4.2 of
             Article IV, based upon Revenue and Gross Operating Profit, as
             defined in Article V, resulting from such partial operations.

                                       9


<PAGE>


1.9.6        Operator shall within one hundred and twenty (120) days after the
             formal re-opening of the Hotel, account to Owner for all
             expenditures made under this Section and pay over to Owner any
             excess of the funds advanced by Owner over the total of such
             expenditures.

1.10    Formal Re-opening of the Hotel under the Dorsett Brand
        ------------------------------------------------------

        The formal re-opening of the Hotel shall occur on a date to be specified
        by Operator upon notice reasonably in advance to Owner, but in any event
        only after -

        (1)  Operator deems -

             (i)   the Hotel to be substantially renovated and completed and

             (ii)  the Furnishings and Equipment, Ancillary Hotel Equipment and
                   Operating Equipment to have been substantially installed
                   therein, all in accordance with the provisions of Section 1.2
                   of this Article,;

        (2)  the architect has issued his certificate of completion;

        (3)  all licenses and permits required for the operation of the Hotel
             (including liquor and restaurant licenses and police, fire and
             health department permits) have been obtained;

        (4)  adequate working capital has been furnished by Owner in accordance
             with Section 7.1 of Article VII, and

        (5)  the Hotel has been accepted by Operator and is ready to render
             first-class service to guests on a fully operational basis.

                                       10


<PAGE>


        Notwithstanding the formal re-opening of the Hotel, Owner shall
        proceed diligently thereafter to fulfill all of its obligations
        hereunder regarding the construction, furnishing, equipping and
        decorating of the Hotel to cure all defects or deficiencies as to
        which notice shall be given by Operator to Owner as soon as
        practicable after said formal re-opening.

2.1     Operating Term
        --------------

        The term of this agreement shall commence upon the date hereof and
        the initial operating term hereunder shall commence at the formal
        re-opening of the Hotel and expire at midnight on December 31 of
        the tenth (10th) full calendar year following said formal re-
        opening "Operating Term" shall mean and include initial operating
        term as aforesaid and any extension thereof.

                                       11


<PAGE>


                                   EXHIBIT B
                                   ---------

                         (For Hotel Under Construction)
             Selection of Site and Design, Construction, Equipping
                          and Furnishing of the Hotel

1.      The Site
        --------

        The Hotel constructed upon lands (hereinafter called the "Site") to be
        determined by mutual agreement of the parties that shall acquired by
        Owner at its expense. The determination and acquisition of the Site
        shall be made within a reasonable time after the date of this agreement
        within a reasonable time after the date of this Agreement and Owner
        shall execute and deliver, within thirty days after execution of this
        Agreement, an appropriate instrument supplemental hereto containing a
        full and correct description of the boundaries thereof.

1.2     Construction, Furnishing and Equipment of the Hotel
        ---------------------------------------------------

        On the Site, Owner shall, at its expense under a plan of financing
        subject to approval of Manager, and strictly in accordance with the
        plans, specifications and designs to be developed as provided in Section
        1.5 of this Article, with all reasonable diligence build, equipped,
        furnished and decorate a Hotel, as defined in Section 1.3 of this
        Article.

1.3     The Hotel
        ---------

        The Hotel shall consist of:

        (A)     The Site;

        (B)     A Hotel building or buildings with

                (1)     areas and facilities including

                        (a)     approximately....... guest rooms and suites,

                        (b)     restaurants, bars and banquet, meeting and
                                other public rooms,

                        (c)     commercial space for sale of merchandise,
                                goods or services,

                                       1


<PAGE>


                        (d)     garage or other parking space for guests and
                                employees,

                        (e)     storage and service support areas,

                        (f)     offices for employees,

                        (g)     health (fitness) and business centers, and

                        (h)     recreational facilities and areas;

                (2)     all installations and building systems necessary for the
                        operation of the buildings) for hotel purposes
                        (including, without limitation, elevator, heating,
                        ventilating, air conditioning, electrical including
                        lighting, plumbing including sanitary, refrigerating,
                        telephone and communications, safety and security,
                        laundry and kitchen installations and systems);

                (3)     all furniture and furnishings, which include guest room,
                        office, public area and other furniture, carpeting,
                        draperies, lamps and other items;

                (4)     kitchen and laundry equipment;

                (5)     special hotel equipment and adequate spare parts
                        therefore, which include:

                        (a)   all equipment required for the operation of

                              (i)     guest rooms, including television,
                                      mini-bars and safes,

                              (ii)    banquet rooms,

                              (iii)   a print shop,

                              (iv)    employee locker rooms and

                              (v)     a health and fitness club

                        (b)   office equipment, including computer hardware and
                              software as required by Operator,

                        (c)   dining room wagons,

                                       2


<PAGE>


                        (d)   material handling equipment,

                        (e)   cleaning and engineering equipment, and

                        (f)   (f) motor vehicles as required for guest
                              and employee transportation;

                (6)     dining room accessories, kitchen utensils, engineering
                        tools and equipment, housekeeping utensils and
                        miscellaneous equipment and accessories (hereinafter
                        called "Ancillary Hotel Equipment"); and

                (7)     uniforms, china, glassware, linens and silverware and
                        the like (hereinafter called "Operating Equipment");

        (C)     public grounds, gardens and other landscaping features
                and facilities;

        (D)     employee housing, if unavailable convenient to the
                Hotel; and

        (E)     other facilities and appurtenances; as necessary or desirable
                for the operation of the Hotel under standards comparable to
                those prevailing in Manager hotels.

        The items to be supplied by Owner under Items (3), (4) and with the
        exception of spare parts, (5) of subsection B above are hereinafter
        collectively referred to as "Furnishing and Equipment".

1.4     Consultants
        -----------

1.4.1        Owner shall refurbish the Hotel according to the Renovation
             Schedule and scope of work further detailed in Appendix C to this
             agreement, and in accordance with the construction schedule
             contained therein. All renovation work performed on the Site must
             have prior approval of Operator to ensure proper co-ordination with
             ongoing hotel operations.

1.4.2        Owner shall engage and retain its own expense the design
             consultants encumbered in Appendix A to this agreement and
             contracts and other specialists and consultants as shall be
             necessary and appropriate to complete the renovations, each of whom
             shall be subject to prior approval by Manager.

                                       3


<PAGE>


1.4.3        Owner and Operator shall cause all such firms and persons to
             prepare full and adequate plans, layouts, specifications, drawings
             and designs, both interior and exterior, as provided in Section 1.5
             of this Article and, colored renderings and material boards of
             quality suitable for advertising and promotion, with respect to the
             Hotel except to the extent they are to be provided by Manager as
             part of its Technical Services. The contracts with all such firms
             and persons shall require that where appropriate such firms or
             persons shall provide, at Owner's expense, adequate training in the
             use and maintenance of the building(s) and all systems and
             installations therein and shall furnish to Owner and Operator, at
             the conclusion of the project, a full set of plans and
             specifications as executed, and catalogue cut sheets, operating
             manuals and instructions.

1.5     Plans, Specifications and Designs
        ---------------------------------

        All plans, specifications and designs for the Hotel must be in
        conformity with Manager's design standards and criteria for
        newly-constructed hotels and shall be prepared in accordance with
        Manager's area program, design statement and supporting design
        criteria documents to be furnished by Manager to Owner as part of
        Operator's Technical Services as described in Appendix A to this
        agreement.

1.6     Approval of Plans
        -----------------

        The contracts with the aforesaid consultants and contractors shall
        provide that all plans, designs, specifications, drawings, layouts,
        etc. and any changes in or departures therefrom subsequently made
        or authorized shall be submitted for approval to Owner and Manager
        prior to implementation. Wherever in this agreement or elsewhere
        that Manager is required to give its approval of plans,
        specifications, budgets and/or financing, no such approval shall
        imply or be deemed to constitute an opinion by Manager on, nor
        impose upon Manager any responsibility for, the design or
        construction of building elements, including but not limited to
        structural integrity of life/safety requirements or adequacy of
        budgets and/or financing. The scope of Manager's review and
        approval of plans and specifications is limited solely to the
        adequacy and relationship of spaces and aesthetics of the buildings
        for use as a hotel. All reviews and approvals by Manager under the
        terms of this agreement are for the sole and exclusive benefit of
        Manager and no other person or party shall have the right to rely
        on any such reviews or approvals by Manager. Manager shall have the
        absolute right, in its sole discretion, to waive any such reviews
        or approvals as a condition to its performance under this
        agreement.

                                       4


<PAGE>


1.7     Technical Services
        ------------------

1.7.1        Manager shall provide to Owner or shall cause one of its affiliates
             experienced in rendering technical services for hotels to provide,
             from the principal place of business of Manager or such affiliate,
             the Technical Services described in Appendix A to this agreement,
             and Owner shall in consideration thereof pay Manager or such
             affiliate the amount of United States dollars................ (US$
             This amount shall be paid in four (4) equal installments, and the
             first installments shall be due upon signing of this agreement with
             the balance of the two (2) remaining equal installments to be paid
             upon each of the first quarterly anniversary dates of this
             Agreement.

1.7.2.       In addition to the aforesaid fee, Owner shall, promptly following
             receipt of properly documented invoices, reimburse Manager or
             Manager's affiliate for the out-of-pocket expenses incurred by
             Manager or its affiliate in rendering such Technical Services,
             including, inter-alia, transportation, food and logging and other
             travel expenses, courier services, reproductions of plans and
             designs.

1.7.3        The fees for Technical Services and reimbursement for out-of-pocket
             expenses incurred in rendering such services shall be payable in
             United States dollars or in currency freely convertible into United
             States dollars without reduction for income, withholding, value
             added or any other taxes imposed by the Country, or bank charges or
             any other charges, at Manager's or its affiliate's principal
             office, or to such other place as Manager or its affiliate may,
             from time to time, designate. In the event that the Country shall
             impose any income, withholding or other tax upon such Technical
             Services fees, or deem the reimbursement of such out-of-pocket
             expenses to be income taxable to Manager or its affiliate, such
             taxes shall be for the account of and shall be borne by Owner which
             shall promptly pay any such taxes in order that Manager or its
             affiliate shall receive full and timely payment of its fees and
             reimbursements for out-of-pocket expenses. In the event that such
             fees shall be subject to any value added tax on turnover imposed by
             the Country, such fees shall be increased by the amount of such
             value tax and Manager hereby authorizes Owner and Owner hereby
             accepts to be Manager's accredited representative responsible for
             Manager's conformance with the applicable regulations of the
             Country, including the declaration and payment of such value added
             tax.

                                       5


<PAGE>

1.7.4        Manager or its affiliate shall not be required to render Technical
             Services for a period in excess of thirty (30) months from the date
             of commencement of the rendition thereof but, if at the end of such
             thirty (30) months period:

             (1)     this agreement shall be in full force and effect;

             (2)     the formal reopening of the Hotel, as defined in
                     Section 1.10 of this Article, shall not have taken place;
                     and

             (3)      Manager or its affiliate shall elect to continue such
                     services, then, upon notice by Manager or its affiliate to
                     Owner of the intention to continue said services, the fee
                     for said services shall be increased by an amount to be
                     agreed upon by both parties, but Manager or its affiliates
                     shall at all times following such notice retain the right
                     to notify Owner at any time of its intention to terminate
                     such services.

1.7.5        In the event that this agreement shall be terminated at any
             time for any reason, any amount then owing by Owner to
             Operation or its affiliate for Technical Services shall be
             due and payable upon such termination.

1.8     Title to the Hotel
        ------------------

1.8.1        Owner warrants that it has, and throughout the Operating Term as
             hereinafter defined, will maintain full Ownership of the Hotel (or
             if Owner's right and interest in the Hotel is derived through a
             lease, concession or other agreement, Owner shall keep and maintain
             said lease, concession or other agreement in full force and effect
             throughout said term) free and clear of any liens, encumbrances,
             covenants, charges burdens or claims, except -

                                       6


<PAGE>


             (1)     such that do no -,materially and adversely affect
                     the operation of the Hotel by Manager and

             (2)     mortgages or other encumbrances that provide that
                     this agreement shall not be subject to forfeiture
                     or termination except only in accordance with the
                     provisions of this agreement, notwithstanding a
                     default under such mortgage or other encumbrance.

             Owner further warrants that Manager, on distributing the profits to
             Owner in accordance with this agreement and fulfilling its other
             obligations thereunder, shall and may peaceably and quietly manage
             and operate the Hotel during the entire Operating Term.

1.8.2        Owner shall pay and discharge any ground rents, or other rental
             payments, concession charges and any other charges payable by Owner
             in respect of the Hotel and, at its expense, undertake and
             prosecute all appropriate actions, judicial or otherwise, required
             to assure such quiet and peaceable management to Manager. Owner
             shall further pay all real estate taxes and assessments that may
             become a lien on the Hotel and that may be due and payable during
             the Operating Term, unless payment thereof is in good faith being
             contested by Owner and enforcement thereof is stayed. Owner shall
             not later than twenty (20) days following written request by
             Manager furnish to Manager copies of official tax bills and
             assessments and tax receipts showing the payment of such taxes and
             assessments.

1.9     Fund for Training, Re-Opening and Operating expenses
        ----------------------------------------------------

1.9.1        Owner shall make available an amount to be determined in accordance
             with a budget to be prepared by Manager and submitted to Owner
             within 12 months from the date of this agreement, to provide a fund
             for the costs and expenses of:

             (1)     recruiting, relocating, training and compensating
                     Hotel employees (including temporary subsistence
                     for relocated employees until they have procured
                     permanent accommodations within or outside the
                     Hotel in accordance with Manager's personnel
                     policies);

                                       7


<PAGE>


             (2)     organizing Hotel operations;

             (3)     re-opening advertising, promotion and literature;

             (4)     obtaining all necessary licenses and permits
                     (including the fees of attorneys and other
                     consultants incident thereto);

             (5)     interim office space outside the Hotel;

             (6)     telephone, facsimile, e-mail, internet and other
                     communications;

             (7)     travel and business entertainment (including re-
                     opening celebrations and ceremonies) and

             (8)     other reopening activities incurred prior to or
                     concurrently with the formal opening of the
                     Hotel.

             Manager and its affiliates and other hotels operated by Manager and
             its affiliates shall be reimbursed for all costs incurred by them
             in connection with opening activities of the Hotel including
             inter-alia,

             (1)     for a period of one year prior to the formal re-
                     opening of the Hotel, Group Services as defined
                     in Section 7.2 of Article VII;

             (2)     the salaries, transportation and subsistence
                     outside the Hotel of personnel of Manager, its
                     affiliates or other Manager hotels assigned
                     temporarily to the Hotel to assist in re-opening
                     activities; and

             (3)     such expenses, excluding salaries, of such
                     personnel making occasional visits to the Hotel
                     in connection with such re-opening activities,
                     which Manager may undertake upon receipt by
                     Manager of notice from Owner that construction of
                     the Hotel has commenced, which notice shall be
                     given in writing within fifteen (15) days
                     thereof.

                                       8


<PAGE>


1.9.2        The re-opening budget shall be revised as necessary from time to
             time prior to the formal opening of the Hotel. The amounts
             allocated for various expenses classifications within said budget
             may be increased or decreased by Manager provided that the total
             amount disbursed, with the exception of the additional amounts
             required, as provided below in this Section, as the result of
             postponement of the formal opening of the Hotel, shall not exceed
             the total of said budget without the prior approval of Owner.

1.9.3        For the purpose hereof, Manager shall utilize the currency of the
             Country to the fullest extent possible and the balance of the funds
             required hereunder shall be made available in United States dollars
             or in currency freely convertible into United States dollars,
             without reduction for income, withholding, value added or any other
             taxes imposed by the Country, or bank charges or any other charges.
             In the event that the Country shall impose any income, withholding,
             value added or other tax upon the funds made available to Manager
             for re-opening expenses, such taxes shall be for the account of and
             shall be borne by Owner and shall be promptly paid by Owner in
             order that such funds shall be available to Manager on a full and
             timely basis to enable Manager to perform its obligation in
             accordance with this Section.

1.9.4        If Manager shall not receive timely payment from Owner of
             re-opening funds in accordance with the aforesaid budget, Manager
             shall have the right, but not the obligation, to advance its own
             funds for such purposes and to be reimbursed therefore, all in
             accordance with the provisions of Article XI of this agreement.

1.9.5        In the event of the postponement of the formal opening of the Hotel
             beyond the date scheduled upon the arrival of the general manager
             assigned to the Hotel, at which time such scheduled date shall be
             set forth in a memorandum to be signed by both parties, Owner shall
             make additional monthly payments as required by Manager until the
             formal re-opening of the Hotel. With the consent of Owner, Manager
             may prior to said formal opening conduct partial operations of the
             Hotel, the expenses and revenues of said partial operations to
             increase or reduce the opening expenditures budgeted in accordance
             with the provisions of this Section, and Manager shall be entitled
             to receive monthly basic management and incentive fees, at the
             rates provided for in Section 4.1 of Article IV and upon the terms
             set forth in Section 4.2 of Article IV, based upon Revenue and
             Gross Operating Profit, as defined in Article V, resulting from
             such partial operations.

                                       9


<PAGE>


1.9.6        Manager shall within one hundred and twenty (120) days after the
             formal re-opening of the Hotel, account to Owner for all
             expenditures made under this Section and pay over to Owner any
             excess of the funds advanced by Owner over the total of such
             expenditures.

1.10    Formal opening of the Hotel under the Dourest Brand
        ---------------------------------------------------

        The formal opening of the Hotel shall occur on a date to be
        specified by Manager upon notice reasonably in advance to
        Owner, but in any event only after -

        (1)     Manager deems:

                (i)     the Hotel to be substantially completed and

                (ii)    the Furnishings and Equipment, Ancillary Hotel Equipment
                        and Operating Equipment to have been substantially
                        installed therein, all in accordance with the provisions
                        of Section 1.2 of this Article;

        (2)     the architect has issued his certificate of completion;

        (3)     all licenses and permits required for the operation of the Hotel
                (including liquor and restaurant licenses and police, fire and
                health department permits) have been obtained;

        (4)     adequate working capital has been furnished by Owner in
                accordance with Section 7.1 of Article VII, and

        (5)     the Hotel has been accepted by Manager and is ready to render
                first-class service to guests on a fully operational basis.

        Notwithstanding the formal opening of the Hotel, Owner shall proceed
        diligently thereafter to fulfill all of its obligations hereunder
        regarding the construction, furnishing, equipping and decorating of the
        Hotel to cure all defects or deficiencies as to which notice shall be
        given by Operation, to Owner as soon as practicable after said formal
        opening.

                                       10


<PAGE>


                                   EXHIBIT C
                                   ---------

                          STATEMENT OF PROFIT AND LOSS


Total of Available Rooms
Total Number of Occupied Rooms
Percentage of Occupancy
Percentage of Double Occupancy
Average Rate Per Occupied Room
Average Rate per Available Room

Revenue
        Rooms
        Food and Beverage
        Telephone & Telegraph
        Other Operated Departments
        Other Income & Rental
                                                            --------------

TOTAL REVENUE                                               --------------
        Cost of Sales
        Food and Beverage
        Telephone & Telegraph
        Other Operated Departments
                                                            --------------

TOTAL COST OF SALES                                         --------------

Payroll & Related Expenses
        Rooms
        Food and Beverage
        Telephone & Telegraph
        Other Operated Departments
                                                            --------------

TOTAL PAYROLL & RELATED EXPENSES                            --------------

Provision for operating Equipment
        Rooms
        Food and Beverage
        Telephone & Telegraph
        Other Operated Departments
                                                            --------------

TOTAL PROVISION FOR OPERATING EQUIPMENT                     --------------

Other Expenses
        Rooms

                                       1


<PAGE>

        Food and Beverage
        Telephone & Telegraph
        Other Operated Departments
                                                            --------------

TOTAL OTHER EXPENSES                                        --------------

TOTAL DEPT COST & EXPENSES                                  --------------

Department Income
        Rooms
        Food and Beverage
        Telephone & Telegraph
        Other Operated Departments
        Other Income & Rental
                                                            --------------

TOTAL DEPARTMENT INCOME                                     --------------

OVERHEAD DEPARTMENTS                                        --------------

Payroll & Related Expenses
        Administrative & General
        Human Resources
        Marketing
        Guest Entertainment
        Maintenance & Energy
                                                            --------------

TOTAL PAYROLL & RELATED EXPENSES                            --------------

Other Expenses
        Administrative & General
        Human Resources
        Marketing
        Guest Entertainment
        Maintenance & Energy
                                                            --------------

TOTAL OTHER EXPENSES                                        --------------

TOTAL OVERHEAD DEPARTMENT                                   --------------

GROSS OPERATING PROFIT                                      --------------

Less:
        Basic Management Fee
        Provision for FF&E
        Incentive Fees
                                                            --------------

OWNERIS SHARE OF PROFIT                                     --------------

                                       2