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                                                                   EXHIBIT 10.10




                        HOTEL MASTER MANAGEMENT AGREEMENT

                                 BY AND BETWEEN

                            ASHFORD TRS CORPORATION,
                             A DELAWARE CORPORATION

                                       AND

                     REMINGTON LODGING & HOSPITALITY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP



Hotel Master Management Agreement
Ashford TRS Corporation

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                                TABLE OF CONTENTS

<Table>
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ARTICLE I DEFINITION OF TERMS.....................................................................................1
   1.01     Definition of Terms...................................................................................1

ARTICLE II TERM OF AGREEMENT.....................................................................................11
   2.01     Term.................................................................................................11
   2.02     Actions to be Taken upon Termination.................................................................12
   2.03     Early Termination Rights; Liquidated Damages.........................................................13
   2.04     Substitution of Initial Hotel........................................................................17

ARTICLE III PREMISES.............................................................................................17

ARTICLE IV APPOINTMENT OF MANAGER................................................................................17
   4.01     Appointment..........................................................................................17
   4.02     Delegation of Authority..............................................................................17
   4.03     Contracts, Equipment Leases and Other Agreements.....................................................18
   4.04     Alcoholic Beverage/Liquor Licensing Requirements.....................................................18

ARTICLE V REPRESENTATIONS AND WARRANTIES.........................................................................18
   5.01     Lessee Representations...............................................................................18
   5.02     Manager Representations..............................................................................19

ARTICLE VI OPERATION.............................................................................................20
   6.01     Name of Premises; Standard of Operation..............................................................20
   6.02     Use of Premises......................................................................................21
   6.03     Group Services.......................................................................................21
   6.04     Right to Inspect.....................................................................................22

ARTICLE VII WORKING CAPITAL AND INVENTORIES......................................................................22
   7.01     Working Capital and Inventories......................................................................22
   7.02     Fixed Asset Supplies.................................................................................23

ARTICLE VIII MAINTENANCE, REPLACEMENT AND CHANGES................................................................23
   8.01     Routine and Non-Routine Repairs and Maintenance......................................................23
   8.02     Capital Improvement Reserve..........................................................................24

ARTICLE IX EMPLOYEES.............................................................................................28
   9.01     Employee Hiring......................................................................................28
   9.02     Costs; Benefit Plans.................................................................................29
   9.03     Manager's Employees..................................................................................29
   9.04     Special Projects - Corporate Employees...............................................................29
   9.05     Termination..........................................................................................30
   9.06     Employee Use of Hotel................................................................................30
   9.07     Non-Solicitation.....................................................................................30

ARTICLE X BUDGET, STANDARDS AND CONTRACTS........................................................................31
</Table>


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   10.01       Annual Operating Budget...........................................................................31
   10.02       Budget Approval...................................................................................31
   10.03       Operation Pending Approval........................................................................32
   10.04       Budget Meetings...................................................................................32

ARTICLE XI OPERATING DISTRIBUTIONS...............................................................................32
   11.01       Management Fee....................................................................................32
   11.02       Accounting and Interim Payment....................................................................33

ARTICLE XII INSURANCE............................................................................................33
   12.01       Insurance.........................................................................................33
   12.02       Replacement Cost..................................................................................35
   12.03       Increase in Limits................................................................................35
   12.04       Blanket Policy....................................................................................35
   12.05       Costs and Expenses................................................................................35
   12.06       Policies and Endorsements.........................................................................35
   12.07       Termination.......................................................................................36

ARTICLE XIII TAXES AND DEBT SERVICE..............................................................................36
   13.01       Taxes.............................................................................................36
   13.02       Debt Service; Ground Lease Payments...............................................................37

ARTICLE XIV BANK ACCOUNTS........................................................................................37

ARTICLE XV ACCOUNTING SYSTEM.....................................................................................38
   15.01       Books and Records.................................................................................38
   15.02       Monthly Financial Statements......................................................................38
   15.03       Annual Financial Statements.......................................................................39

ARTICLE XVI PAYMENT BY LESSEE....................................................................................39
   16.01       Payment of Base Management Fee....................................................................39
   16.02       Distributions.....................................................................................39
   16.03       Payment Option....................................................................................39

ARTICLE XVII RELATIONSHIP AND AUTHORITY..........................................................................41

ARTICLE XVIII DAMAGE, CONDEMNATION AND FORCE MAJEURE.............................................................41
   18.01       Damage and Repair.................................................................................41
   18.02       Condemnation......................................................................................41
   18.03       Force Majeure.....................................................................................42
   18.04       Liquidated Damages if Casualty....................................................................42
   18.05       No Liquidated Damages if Condemnation or Force Majeure............................................43

ARTICLE XIX DEFAULT AND TERMINATION..............................................................................43
   19.01       Events of Default.................................................................................43
   19.02       Consequence of Default............................................................................44
</Table>


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<Table>
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ARTICLE XX WAIVER AND INVALIDITY.................................................................................44
   20.01       Waiver............................................................................................44
   20.02       Partial Invalidity................................................................................44

ARTICLE XXI ASSIGNMENT...........................................................................................45

ARTICLE XXII NOTICES.............................................................................................45

ARTICLE XXIII SUBORDINATION; NON-DISTURBANCE.....................................................................46
   23.01       Subordination.....................................................................................46
   23.02       Non-Disturbance Agreement.........................................................................47

ARTICLE XXIV PROPRIETARY MARKS; INTELLECTUAL PROPERTY............................................................47
   24.01       Proprietary Marks.................................................................................47
   24.02       Computer Software and Equipment...................................................................47
   24.03       Intellectual Property.............................................................................48
   24.04       Books and Records.................................................................................48

ARTICLE XXV INDEMNIFICATION......................................................................................48
   25.01       Manager Indemnity.................................................................................48
   25.02       Lessee Indemnity..................................................................................49
   25.03       Indemnification Procedure.........................................................................49
   25.04       Survival..........................................................................................50
   25.05       No Successor Liability............................................................................50

ARTICLE XXVI FUTURE HOTELS.......................................................................................50

ARTICLE XXVII GOVERNING LAW VENUE................................................................................51

ARTICLE XXVIII MISCELLANEOUS.....................................................................................51
   28.01       Rights to Make Agreement..........................................................................51
   28.02       Agency............................................................................................51
   28.03       Failure to Perform................................................................................51
   28.04       Headings..........................................................................................52
   28.05       Attorneys' Fees and Costs.........................................................................52
   28.06       Entire Agreement..................................................................................52
   28.07       Consents..........................................................................................52
   28.08       Eligible Independent Contractor...................................................................52
   28.09       Environmental Matters.............................................................................53
   28.10       Equity and Debt Offerings.........................................................................53
   28.11       Estoppel Certificates.............................................................................54
   28.12       Confidentiality...................................................................................54
   28.13       Modification......................................................................................55
   28.14       Counterparts......................................................................................55
</Table>


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                        HOTEL MASTER MANAGEMENT AGREEMENT

         THIS HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this
___ day of __________, 2003, by and between ASHFORD TRS CORPORATION, a Delaware
corporation (hereinafter referred to as "LESSEE"), REMINGTON LODGING &
HOSPITALITY, L.P., a Delaware limited partnership (hereinafter referred to as
"MANAGER"), and for the limited purposes of ARTICLE VIII herein, the Landlords
(defined below).

                                   RECITALS:

         1. Lessee is the tenant under the Leases (defined below) covering those
certain hotel properties, fully equipped with furniture and fixtures, and more
particularly described by address location, franchise name and room number
information, on EXHIBIT "A" attached hereto (the hotels, together with all
ancillary facilities, improvements and amenities set forth on Exhibit A attached
hereto as such exhibit exists as of the date of this Agreement, herein called
the "INITIAL HOTELS").

         2. Lessee desires to retain Manager to manage and operate the Initial
Hotels and any Future Hotels (as defined below), and Manager is willing to
perform such services for the account of Lessee, all as more particularly set
forth in this Agreement.

                                  AGREEMENTS:

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                   ARTICLE I
                               DEFINITION OF TERMS

         1.01 DEFINITION OF TERMS. The following terms when used in this
Agreement shall have the meanings indicated below.

         "ACCOUNTING PERIOD" shall mean a calendar month.

         "AGREEMENT" shall mean this Master Management Agreement, and all
amendments, modifications, supplements, consolidations, extensions and revisions
to this Master Management Agreement approved by Lessee and Manager in accordance
with the provisions hereof.

         "AHT" means Ashford Hospitality Trust, Inc., a Maryland corporation.

         "AMENDMENT" shall have the meaning as set forth in ARTICLE XXVI.

         "ANNUAL OPERATING BUDGET" shall have the meaning as set forth in
SECTION 10.01.

         "AOB OBJECTION NOTICE" shall have the meaning as set forth in SECTION
10.02.

         "APPLICABLE STANDARDS" shall mean standards of operation for the
Premises which are (a) in accordance with the requirements of the applicable
Franchise Agreement, this Agreement


Hotel Master Management Agreement
Ashford TRS Corporation

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and all CCRs affecting the Premises and of which true and complete copies have
been made available by Lessee to Manager, (b) in accordance with applicable
Legal Requirements, (c) in accordance with the terms and conditions of any Hotel
Mortgage or Ground Lease to the extent not otherwise inconsistent with the terms
of this Agreement (to the extent Lessee has made available to Manager true and
complete copies of the applicable loan documents relating to any such Hotel
Mortgage and/or the Ground Leases), (d) in accordance with the Leases (to the
extent Lessee has made available to Manager a true and complete copy thereof),
(e) in accordance with the requirements of any carrier having insurance on the
Hotels or any part thereof (to the extent Manager has been given written notice
of such requirements or policies and/or has coordinated same on behalf of
Lessee), and (f) in accordance with the requirements of Section 856(d)(9)(D) of
the Code for qualifying each of the Hotels as a Qualified Lodging Facility.

         "APPROVAL REQUIREMENT" shall have the meaning as set forth in SECTION
8.02I.

         "BASE MANAGEMENT FEE" shall have the meaning as set forth in SECTION
11.01A.

         "BENEFIT PLANS" shall have the meaning as set forth in SECTION 9.02.

         "BLACK-SCHOLES AMOUNT" shall have the meaning as set forth in SECTION
16.03B.

         "BLACK-SCHOLES MODEL" shall have the meaning as set forth in SECTION
16.03B.

         "BUSINESS DAY" shall mean any day excluding (i) Saturday, (ii) Sunday,
(iii) any day which is a legal holiday under the laws of the States of New York,
Maryland or Texas, and (iv) any day on which banking institutions located in
such states are generally not open for the conduct of regular business.

         "BUDGETED GOP" shall mean the Gross Operating Profit as set forth in
the Annual Operating Budget for the applicable Fiscal Year, as approved by
Lessee and Manager pursuant to ARTICLE X hereof.

         "CCRS" shall mean those certain restrictive covenants encumbering the
Premises recorded in the real property records of the county where such premises
are located, as described in the owner policies of title insurance relating to
such premises, a copy of which are acknowledged received by the Manager.

         "CAPITAL IMPROVEMENT BUDGET" shall have the meaning as set forth in
SECTION 8.02E.

         "CASH MANAGEMENT AGREEMENTS" shall mean agreements, if any, entered
into by Lessee, Landlord and a Holder for the collection and disbursement of any
lease payments by Lessee to Landlord under the applicable Lease with respect to
the applicable Premises, which constitute a part of the loan documents executed
and delivered in connection with any Hotel Mortgage by Landlord.

         "CAPITAL IMPROVEMENT RESERVE" shall have the meaning as set forth in
SECTION 8.02A.

         "CIB OBJECTION NOTICE" shall have the meaning as set forth in SECTION
8.02E.


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Ashford TRS Corporation

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         "CPI" means the Consumer Price Index, published for all Urban Consumers
for the U.S. City Average for All Items, 1982-84=100 issued by the Bureau of
Labor Statistics of the United States Department of Labor, as published in the
Wall Street Journal.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMENCEMENT DATE" shall have the meaning as set forth in SECTION
2.01.

         "COMPETITIVE SET" shall initially mean for each Hotel, the hotels
situated in the same market segment as such Hotel as noted on SCHEDULE 1
attached hereto, which competitive set shall include the applicable Hotel. The
Competitive Set may be changed from time to time by mutual agreement of Lessee
and Manager to reasonably and accurately reflect a set within the market of such
Hotel that is comparable in rate quality and in operation to such Hotel and
directly competitive with such Hotel. The requirements for the Competitive Set
are not applicable to any of the Initial Hotels until after the expiration of
the base 10 year term of this Agreement.

         "CONTRACT(s)" shall have the meaning as set forth in SECTION 4.03.

         "DEBT SERVICE" shall mean actual scheduled payments of principal and
interest, including accrued and cumulative interest, payable by a Landlord with
respect to any Hotel Mortgage.

         "DEDUCTIONS" shall mean the following matters:

         1.       Employee Costs and Expenses (including, Employee Claims but
                  excluding Excluded Employee Claims);

         2.       Administrative and general expenses and the cost of
                  advertising and business promotion, heat, light, power,
                  communications (i.e., telephone, fax, cable service and
                  internet) and other utilities and routine repairs, maintenance
                  and minor alterations pertaining to the Premises;

         3.       The cost of replacing, maintaining or replenishing Inventories
                  and Fixed Asset Supplies consumed in the operation of the
                  Premises;

         4.       A reasonable reserve for uncollectible accounts receivable as
                  reasonably determined by Manager and approved by Lessee (such
                  approval not to be unreasonably withheld);

         5.       All costs and fees of independent accountants, attorneys or
                  other third parties who perform services related to the Hotels
                  or the operation thereof, including, without limitation, an
                  allocation of costs of Manager's in-house corporate counsel
                  who performs legal services directly for the benefit of the
                  Hotels to be allocated on a fair and equitable cost basis as
                  reasonably determined by Manager and approved by Lessee (such
                  approval not to be unreasonably withheld);

         6.       The cost and expense of non-routine technical consultants and
                  operational experts for specialized services in connection
                  with the Premises, including, without


Hotel Master Management Agreement
Ashford TRS Corporation

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                  limitation, an allocation of costs of Manager's corporate
                  staff who may perform special services directly related to the
                  Hotels such as sales and marketing, revenue management,
                  training, property tax services, federal, state and/or local
                  tax services, recruiting, and similar functions or services as
                  set forth in SECTION 9.04, to be allocated on a fair and
                  equitable cost basis as reasonably determined by Manager and
                  approved by Lessee (such approval not to be unreasonably
                  withheld);

         7.       Insurance costs and expenses as provided in ARTICLE XII;

         8.       Real estate and personal property taxes levied or assessed
                  against the Premises by duly authorized taxing authorities and
                  such other taxes, if any, payable by or assessed against
                  Manager or the Premises related to the operation and/or
                  ownership of the Premises;

         9.       Franchise fees, royalties, license fees, or compensation or
                  consideration paid or payable to the Franchisor (as
                  hereinafter defined), or any successor Franchisor, pursuant to
                  a Franchise Agreement (as hereinafter defined);

         10.      The Premises' allocable share of the actual costs and expenses
                  incurred by Manager in providing Group Services as provided in
                  SECTION 6.03 hereof;

         11.      The Management Fee;

         12.      Rental payments made under equipment leases; and

         13.      Other expenses incurred in connection with the maintenance or
                  operation of the Premises not expressly set forth above and
                  authorized pursuant to this Agreement.

         Deductions shall not include: (a) depreciation and amortization, (b)
Debt Service, (c) Ground Lease Payments, or (d) payments allocated or made to
the Capital Improvement Reserve.

         "DESIGNATED FEES" shall have the meaning as set forth in SECTION 16.03.

         "EFFECTIVE DATE" shall mean the date this Agreement is fully executed
and delivered.

         "ELIGIBLE INDEPENDENT CONTRACTOR" shall have the meaning as set forth
in SECTION 28.08.

         "EMERGENCY EXPENSES" shall mean any expenses, regardless of amount,
which, in Manager's reasonable judgment, are immediately necessary to protect
the physical integrity or lawful operation of the Hotels or the health or safety
of its occupants.

         "EMPLOYEE CLAIMS" shall mean any claims (including all fines,
judgments, penalties, costs, litigation and/or arbitration expenses, attorneys'
fees and expenses, and costs of settlement with respect to any such claim) made
by or in respect of an employee or potential hire of Manager against Manager
and/or Lessee which are based on a violation or alleged violation of the
Employment Laws or alleged contractual obligations.


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Ashford TRS Corporation

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         "EMPLOYEE COSTS AND EXPENSES" shall have the meaning as set forth in
SECTION 9.03.

         "EMPLOYEE RELATED TERMINATION COSTS" shall have the meaning as set
forth in SECTION 9.05.

         "EMPLOYMENT LAWS" shall mean all applicable federal, state and local
laws (including, without limitation, any statutes, regulations, ordinances or
common laws) regarding the employment, hiring or discharge of persons.

         "EVENT(s) OF DEFAULT" shall have the meaning set forth in ARTICLE XIX.

         "EXCLUDED EMPLOYEE CLAIMS" shall mean any Employee Claims (a) to the
extent attributable to a substantial violation by Manager of Employment Laws, or
(b) which do not arise from an isolated act of an individual employee but rather
is the direct result of corporate policies of Manager which either encourage or
fail to discourage the conduct from which such Employee Claim arises.

         "EXECUTIVE EMPLOYEES" shall mean each member of the senior executive or
Premises level staff and each department head of the Hotels.

         "EXPIRATION DATE" shall have the meaning as set forth in SECTION 2.01.

         "FF&E" shall have the meaning as set forth in SECTION 8.01.

         "FISCAL YEAR" shall mean the twelve (12) month calendar year ending
December 31, except that the first Fiscal Year and last Fiscal Year of the term
of this Agreement may not be full calendar years.

         "FIXED ASSET SUPPLIES" shall mean supply items included within
"Property and Equipment" under the Uniform System of Accounts, including linen,
china, glassware, silver, uniforms, and similar items.

         "FORCE MAJEURE" shall mean any act of God (including adverse weather
conditions); act of the state or federal government in its sovereign or
contractual capacity; war; civil disturbance, riot or mob violence; terrorism;
earthquake, flood, fire or other casualty; epidemic; quarantine restriction;
labor strikes or lock out; freight embargo; civil disturbance; or similar causes
beyond the reasonable control of Manager.

         "FRANCHISOR" shall mean those certain franchisors and any successor
franchisors selected by Lessee (subject to the terms of the Leases) identified
on EXHIBIT "C" attached hereto (as modified from time to time).

         "FRANCHISE AGREEMENT" shall mean those certain license agreements
between a Franchisor and Lessee and/or Landlord, as applicable, as such license
agreements are amended from time to time, and any other contract hereafter
entered into between Lessee and/or Landlord, as applicable, and such Franchisor
pertaining to the name and operating procedures, systems and standards for the
Hotels, as described on EXHIBIT "C" attached hereto (as modified from time to
time).


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Ashford TRS Corporation

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         "FULL REPLACEMENT COST" shall have the meaning as set forth in SECTION
12.02.

         "FUTURE HOTELS" shall mean any hotel or motel properties leased after
the date hereof by Lessee from Affiliates of the Partnership as more
particularly described in ARTICLE XXVI hereof.

         "GAAP" shall mean generally accepted accounting principles consistently
applied as recognized by the accounting industry and standards within the United
States.

         "GENERAL MANAGER" or "GENERAL MANAGERS" shall have the meanings as set
forth in SECTION 9.07.

         "GOP TEST" shall have the meaning as set forth in SECTION 11.01B.

         "GROSS OPERATING PROFIT" shall mean the actual gross operating profit
of the Premises determined generally in accordance with the Uniform System of
Accounts, consistently applied and consistent with the determination thereof in
the Annual Operating Budget.

         "GROSS OPERATING PROFIT MARGIN" shall mean for any applicable Fiscal
Year, the quotient expressed as a percentage, (i) the numerator of which is the
Gross Operating Profit, and (ii) the denominator of which is Gross Revenues.

         "GROSS REVENUES" shall mean all revenues and receipts of every kind
received from operating the Premises and all departments and parts thereof,
including but not limited to, income from both cash and credit transactions,
income from the rental of rooms, stores, offices, banquet rooms, conference
rooms, exhibits or sale space of every kind, license, lease and concession fees
and rentals (not including gross receipts of licensees, lessees and
concessionaires), vending machines, health club membership fees, food and
beverage sales, wholesale and retail sales of merchandise, service charges, and
proceeds, if any, from business interruption or other loss of income insurance;
provided, however, Gross Revenues shall not include (a) gratuities to the
Premises' employees, (b) federal, state or municipal excise, sales or use taxes
or similar impositions collected directly from customers, patrons or guests or
included as part of the sales prices of any goods or services paid over to
federal, state or municipal governments, (c) property insurance or condemnation
proceeds (excluding proceeds from business interruption or other loss of income
coverage), (d) proceeds from the sale or refinance of assets other than sales in
the ordinary course of business, (e) funds furnished by the Lessee, (f)
judgments and awards other than for lost business, (g) the amount of all
credits, rebates or refunds (which shall be deductions from Gross Revenues) to
customers, patrons or guests, (h) receipts of licensees, concessionaires, and
tenants, (i) payments received at any of the Hotels for hotel accommodations,
goods or services to be provided at other hotels, although arranged by, for or
on behalf of Manager; (j) the value of complimentary rooms, food and beverages,
(k) interest income, (l) lease security deposits, and (m) items constituting
"allowances" under the Uniform System of Accounts.

         "GROUND LEASE PAYMENTS" shall mean payments due under any of the Ground
Leases and payable by Landlord thereunder.


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Ashford TRS Corporation

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<PAGE>

         "GROUND LEASES" shall mean any ground lease agreements relating to any
of the Hotels, executed by Landlord with any third party landlords.

         "GROUP SERVICES" shall have the meaning as set forth in SECTION 6.03.

         "HOLDER" shall mean the holder of any Hotel Mortgage and the
indebtedness secured thereby, and such holder's successors and assigns.

         "HOTELS" shall collectively mean the Initial Hotels and any Future
Hotels.

         "HOTEL MORTGAGE" shall mean, collectively, any mortgage or deed of
trust hereafter from time to time, encumbering all or any portion of the
Premises (or the leasehold interest therein), together with all other
instruments evidencing or securing payment of the indebtedness secured by such
mortgage or deed of trust and all amendments, modifications, supplements,
extensions and revisions of such mortgage, deed of trust, and other instruments.

         "HOTEL'S REVPAR YIELD PENETRATION" shall mean, for a Hotel for any
applicable Fiscal Year, (i) such Hotel's actual occupancy rate multiplied by the
actual average daily rate, divided by (ii) the Competitive Set's occupancy rate
multiplied by the Competitive Set's average daily rate for the same Fiscal
Period. The determination of the Competitive Set's occupancy and rate shall be
made by reference to the Smith Travel Research reports or its successor or
comparable market research reports prepared by another nationally recognized
hospitality firm reasonably acceptable to Lessee and Manager.

         "INCENTIVE FEE" shall have the meaning as set forth in SECTION 11.01B.

         "INDEMNIFYING PARTY" shall have the meaning as set forth in SECTION
25.03.

         "Independent Directors" shall mean those directors of AHT who are
"independent" within the meaning of the rules of the New York Stock Exchange or
such other national securities exchange or interdealer quotation system on which
AHT's common stock is then principally traded.

         "INITIAL HOTELS" shall have the meaning as set forth in RECITAL 1.

         "INTELLECTUAL PROPERTY" shall have the meaning as set forth in SECTION
24.03.

         "INVENTORIES" shall mean "INVENTORIES" as defined in the Uniform System
of Accounts, such as provisions in storerooms, refrigerators, pantries and
kitchens, beverages in wine cellars and bars, other merchandise intended for
sale, fuel, mechanical supplies, stationery, and other supplies and similar
items.

         "ISSUING PARTY" shall have the meaning as set forth in SECTION 28.10.

         "KEY EMPLOYEES" shall have the meaning as set forth in SECTION 9.07.

         "LANDLORDS" shall mean the landlords under the Leases as described on
EXHIBIT "C" attached hereto (as amended from time to time).


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Ashford TRS Corporation

                                       7
<PAGE>

         "LEASES" shall mean those certain lease agreements as amended,
modified, supplemented, and extended from time to time, as described on EXHIBIT
"B" attached hereto, executed by Lessee as tenant and the Landlords.

         "LEGAL REQUIREMENTS" shall mean all laws, statutes, ordinances, orders,
rules, regulations, permits, licenses, authorizations, directions and
requirements of all governments and governmental authorities, which now or
hereafter may be applicable to the Premises and the operation of the Hotels.

         "LESSEE" shall have the meaning as set forth in the introductory
paragraph of this Agreement.

         "MANAGEMENT FEE" shall collectively mean the Base Management Fee, the
Incentive Fee, the Project Management Fee, the Market Service Fee, and any other
fees payable to Manager pursuant to the terms of this Agreement.

         "MANAGER" shall have the meaning as set forth in the introductory
paragraph of this Agreement.

         "MANAGER AFFILIATE ENTITY" shall have the meaning as set forth in
ARTICLE XXI.

         "MARKET SERVICE FEES" shall have the meaning as set forth in SECTION
8.02(G).

         "MUTUAL EXCLUSIVITY AGREEMENT" shall mean that certain Mutual
Exclusivity Agreement dated the date hereof among the Partnership, AHT, Manager,
and Remington Hotel Corporation, a Texas corporation.

         "NECESSARY EXPENSES" shall mean any expenses, regardless of amount,
which are necessary for the continued operation of the Hotels in accordance with
Legal Requirements and the Applicable Standards and which are not within the
reasonable control of Manager (including, but not limited to those for taxes,
utility charges, approved leases and contracts, licensing and permits).

         "NET OPERATING INCOME" shall be equal to Gross Operating Profit LESS
(i) all amounts to be paid or credited to the Capital Improvement Reserve, and
(ii) Rental Payments to the extent that such rental payments are not properly
chargeable as an operating expense.

         "NON-DISTURBANCE AGREEMENT" means an agreement, in recordable form in
the jurisdiction in which a Hotel is located, executed and delivered by the
Holder of a Hotel Mortgage or a Landlord, as applicable, (which agreement shall
by its terms be binding upon all assignees of such lender or landlord and upon
any individual or entity that acquires title to or possession of a Hotel
(referred to as a "SUBSEQUENT OWNER"), for the benefit of Manager, pursuant to
which, in the event such holder (or its assignee) or landlord (or its assignee)
or any Subsequent Owner comes into possession of or acquires title to a Hotel,
such holder (and its assignee) or landlord (or its assignee) and all Subsequent
Owners shall (x) recognize Manager's rights under this Agreement, and (y) shall
not name Manager as a party in any foreclosure action or proceeding, and (z)
shall not disturb Manager in its right to continue to manage the Hotels


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Ashford TRS Corporation

                                       8
<PAGE>

pursuant to this Agreement; provided, however, that at such time, (i) this
Agreement has not expired or otherwise been earlier terminated in accordance
with its terms, and (ii) there are no outstanding Events of Default by Manager,
and (iii) no material event has occurred and no material condition exists which,
after notice or the passage of time or both, would entitle Lessee to terminate
this Agreement.

         "NON-ISSUING PARTY" shall have the meaning as set forth in SECTION
28.10.

         "NOTICE" shall have the meaning as set forth in ARTICLE XXII.

         "OPERATING ACCOUNT" shall have the meaning as set forth in ARTICLE XIV.

         "PARTNERSHIP" means Ashford Hospitality Limited Partnership, a Delaware
limited partnership.

         "PAYMENT OPTION REQUEST" shall have the meaning as set forth in SECTION
16.03.

         "PERFORMANCE CURE PERIOD" shall have the meaning as set forth in
SECTION 2.03(b)(i)(2).

         "PERFORMANCE FAILURE" shall have the meaning as set forth in SECTION
2.03(b)(II).

         "PERFORMANCE TEST" shall have the meaning as defined in SECTION
2.03(b)(i).

         "PREDECESSOR MANAGERS" shall have the meaning as set forth in SECTION
25.05.

         "PREMISES" shall mean collectively the Lessee's leasehold interest in
the Hotels and the Sites, as both terms are defined herein, pursuant to the
terms and conditions of the Leases.

         "PRIME RATE" shall have the meaning as set forth in SECTION 28.03.

         "PROJECT MANAGEMENT FEE" shall have the meaning as set forth in SECTION
8.02G.

         "PROJECT RELATED SERVICES" shall have the meaning as set forth in
SECTION 8.02G.

         "PROPERTY SERVICE ACCOUNT" shall have the meaning as set forth in
SECTION 13.02.

         "PROPRIETARY MARKS" shall have the meaning as set forth in SECTION
24.01.

         "PROSPECTUS" shall have the meaning as set forth in SECTION 28.10.

         "QUALIFIED LODGING FACILITY" shall mean a "qualified lodging facility"
as defined in Section 856(d)(9)(D) of the Code and means a "Lodging Facility"
(defined below), unless wagering activities are conducted at or in connection
with such facility by any person who is engaged in the business of accepting
wagers and who is legally authorized to engage in such business at or in
connection with such facility. A "LODGING FACILITY" is a hotel, motel or other
establishment more than one-half of the dwelling units in which are used on a
transient basis, and includes customary amenities and facilities operated as
part of, or associated with, the lodging


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Ashford TRS Corporation

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<PAGE>

facility so long as such amenities and facilities are customary for other
properties of a comparable size and class owned by other owners unrelated to
AHT.

         "REASONABLE WORKING CAPITAL" shall have the meaning as set forth in
SECTION 16.02.

         "RELATED PERSON" shall have the meaning as set forth in SECTION
28.08(e).

         "RENTAL PAYMENTS" shall mean rental payments made under equipment
leases permitted pursuant to the terms of this Agreement.

         "REVPAR" shall mean the revenue per available room, determined by
taking the actual occupancy rate of the applicable hotel and multiplying such
rate by the actual average daily rate of such hotel.

         "SALE" shall mean any sale, assignment, transfer or other disposition,
for value or otherwise, voluntary or involuntary of Landlord's title (whether
fee or leasehold) in the Hotel, or of a controlling interest therein, other than
a collateral assignment intended to provide security for a loan, and shall
include any such disposition through the disposition of the ownership interests
in the entity that holds such title and any lease or sublease of the Hotel.

         "SITES" shall collectively mean those certain tracts or parcels of land
described in EXHIBIT "B-1" hereto, as amended from time to time.

         "SOFTWARE" shall have the meaning as set forth in SECTION 24.02.

         "STRIKE PRICE" shall have the meaning as set forth in SECTION 16.03.

         "SUBJECT HOTEL" shall have the meaning set forth in SECTION 2.03(b)(i).

         "TARGETED REVPAR YIELD PENETRATION" shall mean the Competitive Set's
REVPAR for the applicable Fiscal Year times 80%.

         "TERM" shall mean the contractual duration of this Agreement, as
defined in SECTION 2.01.

         "TERMINATION" shall mean the expiration or sooner cessation of this
Agreement.

         "TERMINATION DATE" shall have the meaning as set forth in SECTION 2.01.

         "UNIFORM SYSTEM OF ACCOUNTS" shall mean the Uniform System of Accounts
for the Lodging Industry, 9th Revised Edition, as may be modified from time to
time by the International Association of Hospitality Accountants.

         "UNRELATED PERSON" shall have the meaning as set forth in SECTION
28.08(e).

         "WORKING CAPITAL" shall mean the amounts by which current assets exceed
current liabilities as defined by the Uniform System of Accounts which are
reasonably necessary for the day-to-day operation of the Premises' business,
including, without limitation, the excess of


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<PAGE>

change and petty cash funds, operating bank accounts, receivables, prepaid
expenses and funds required to maintain Inventories, over the amount of accounts
payable and accrued current liabilities.

                                   ARTICLE II
                                TERM OF AGREEMENT

         2.01 TERM. The term ("TERM") of this Agreement shall commence on the
"COMMENCEMENT DATE" for each of the Hotels as noted on EXHIBIT "A" attached
hereto and, unless sooner terminated as herein provided, shall continue with
respect to such Hotels until the "Termination Date." For purposes of this
Agreement, the "TERMINATION DATE" for each of the Hotels shall be the earlier to
occur of (i) the Expiration Date applicable to each such Hotels, (ii)
termination at the option of Lessee in connection with the bona fide Sale of one
or more of the Hotels by Landlord or Lessee to an unaffiliated third party as
provided in and subject to the terms of SECTION 2.03(a) hereof, (iii)
termination at the option of Lessee after the Performance Test has not been
satisfied pursuant to and subject to the terms and conditions of SECTION 2.03(b)
below, (iv) termination at the option of Lessee for convenience pursuant to and
subject to the terms and conditions of SECTION 2.03(c) below (and subject to
SECTION 2.03(a) with respect to any sale of the Hotels), or (v) termination by
either Lessee or Manager pursuant to ARTICLE XVIII hereof in connection with a
condemnation, casualty or Force Majeure, subject to the terms thereof. The
"EXPIRATION DATE" with respect to a Hotel shall mean the 10th anniversary of the
Commencement Date applicable to such Hotel, provided that such initial 10-year
term may thereafter be renewed by Manager, at its option, on the same terms and
conditions contained herein, for three (3) successive periods of seven (7)
Fiscal Years each, and thereafter, for a final period of four (4) Fiscal Years;
and provided further, that at the time of exercise of any such option to renew
an Event of Default by Manager does not then exist beyond any applicable grace
or cure period. If at any time of the exercise of any renewal period, Manager is
then in default under this Agreement, then the exercise of the renewal option
will be conditional on timely cure of such default, and if such default is not
timely cured, then Lessee may terminate this Agreement regardless of the
exercise of such renewal period and without the payment of any fee or liquidated
damages. If Manager desires to exercise any such option to renew, it shall give
Lessee Notice to that effect not less than ninety (90) days prior to the
expiration of the then current Term. Notwithstanding the expiration or earlier
termination of the Term, Lessee and Manager agree that the obligations of Lessee
to pay, remit, reimburse and to otherwise indemnify Manager for any and all
expenses and fees incurred or accrued by Manager pursuant to the provisions of
this Agreement prior to the expiration or earlier termination of the Term (or
actually incurred by Manager after the termination) shall survive Termination,
provided such expenses and fees have been incurred consistent with the then
current terms of this Agreement and the applicable Annual Operating Budget,
including, without limitation but only to the extent so consistent, all costs,
expenses and liabilities arising from the termination of the Premises' employees
such as accrued vacation and sick leave, severance pay and other accrued
benefits, employer liabilities pursuant to the Consolidated Omnibus Budget
Reconciliation Act and employer liabilities pursuant to the Worker Adjustment
and Retraining Notification Act. In addition, subject to SECTION 19.02 below and
the foregoing sentence, upon Termination of this Agreement, Lessee and Manager
shall have no further obligations to one another pursuant to this Agreement,
except that SECTION 2.02, obligations to make payments under SECTION 2.03 or


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Ashford TRS Corporation

                                       11
<PAGE>

SECTION 9.05, SECTION 9.07, the last sentence of SECTION 15.01, obligations to
make payments of termination fees pursuant to ARTICLE XVIII, ARTICLE XXIV,
ARTICLE XXV, ARTICLE XXVII and SECTION 28.12 shall survive Termination.

         2.02 ACTIONS TO BE TAKEN UPON TERMINATION. Upon a Termination of this
Agreement, the following shall be applicable:

         A.       Manager shall, within forty-five (45) days after Termination
                  of this Agreement, prepare and deliver to Lessee a final
                  accounting statement with respect to the Hotels, in form and
                  substance consistent with the statements provided pursuant to
                  SECTION 15.02, along with a statement of any sums due from
                  Lessee to Manager pursuant hereto, dated as of the date of
                  Termination. Within thirty (30) days after the receipt by
                  Lessee of such final accounting statement, the parties will
                  make whatever cash adjustments are necessary pursuant to such
                  final statement. The cost of preparing such final accounting
                  statement shall be a Deduction. Manager and Lessee acknowledge
                  that there may be certain adjustments for which the necessary
                  information will not be available at the time of such final
                  accounting, and the parties agree to readjust such amounts and
                  make the necessary cash adjustments when such information
                  becomes available.

         B.       As of the date of the final accounting referred to in
                  subsection A above, Manager shall release and transfer to
                  Lessee any of Lessee's funds which are held or controlled by
                  Manager with respect to the Hotels, with the exception of
                  funds to be held in escrow pursuant to SECTION 9.05 AND
                  SECTION 12.07. During the period between the date of
                  Termination and the date of such final accounting, Manager
                  shall pay (or reserve against) all Deductions which accrued
                  (but were not paid) prior to the date of Termination, using
                  for such purpose any Gross Revenues which accrued prior to the
                  date of Termination.

         C.       Manager shall make available to Lessee such books and records
                  respecting the Hotels (including those from prior years,
                  subject to Manager's reasonable records retention policies) as
                  will be needed by Lessee to prepare the accounting statements,
                  in accordance with the Uniform System of Accounts, for the
                  Hotels for the year in which the Termination occurs and for
                  any subsequent year. Such books and records shall not include:
                  (i) employee records which must remain confidential pursuant
                  to either Legal Requirements or confidentiality agreements, or
                  (ii) any Intellectual Property.

         D.       Manager shall (to the extent permitted by Legal Requirements)
                  assign to Lessee, or to any other manager employed by Lessee
                  to operate and manage the Hotels, all operating licenses for
                  the Hotels which have been issued in Manager's name; provided
                  that if Manager has expended any of its own funds in the
                  acquisition of any of such licenses, Lessee shall reimburse
                  Manager therefor if it has not done so already.

         E.       Lessee agrees that Hotel reservations and any and all
                  contracts made in connection with Hotel convention, banquet or
                  other group services made by


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<PAGE>

                  Manager in the ordinary and normal course of business
                  consistent with this Agreement, for dates subsequent to the
                  date of Termination and at rates prevailing for such
                  reservations at the time they were made, shall be honored and
                  remain in effect after Termination of this Agreement.

         F.       Manager shall cooperate with the new operator of the Hotels as
                  to effect a smooth transition and shall peacefully vacate and
                  surrender the Hotels to Lessee.

         G.       Manager and Lessee agree to use best efforts to resolve any
                  disputes amicably and promptly under this SECTION 2.02 to
                  effect a smooth transition of the Hotels to Lessee and/or
                  Lessee's new manager.

         2.03 EARLY TERMINATION RIGHTS; LIQUIDATED DAMAGES.

                  (a) TERMINATION UPON SALE. Upon Notice to Manager, Lessee
         shall have the option to terminate this Agreement with respect to one,
         more or all of the Hotels effective as of the closing of the Sale of
         such Hotels to a third party. Such Notice shall be given at least
         forty-five (45) days' in advance (unless otherwise required by Legal
         Requirements, in which case Lessee shall provide such additional notice
         in order to comply with such Legal Requirements) and shall inform
         Manager of the identity of the contract purchaser. Manager, at its
         election, may offer to provide management services to such contract
         purchaser after the closing of the sale. Lessee shall, in connection
         with such Sale, by a separate document reasonably acceptable to Lessee
         and Manager, indemnify and save Manager harmless against any and all
         losses, costs, damages, liabilities and court costs, claims and
         expenses, including, without limitation, reasonable attorneys' fees
         arising or resulting from the failure of Lessee or such prospective
         purchaser to provide any of the services contracted for in connection
         with the business booked for such hotels to, and including, the date of
         such Termination, in accordance with the terms of this Agreement,
         including without limitation, any and all business so booked as to
         which facilities and/or services are to be furnished subsequent to the
         date of Termination, provided that any settlement by Manager of any
         such claims shall be subject to the prior written approval of Lessee
         which shall not be unreasonably withheld, conditioned or delayed. In
         addition, the following terms shall apply in connection with the sale
         of any Hotel:

                           (i) SALE OF FUTURE HOTEL. If this Agreement is
                  terminated pursuant to SECTION 2.03(a) with respect to any of
                  the Future Hotels prior to the first anniversary of the
                  Commencement Date applicable to such Future Hotel, then Lessee
                  shall pay to Manager on such termination, a termination fee as
                  liquidated damages and not as a penalty (provided that an
                  Event of Default by Manager is not then existing beyond any
                  cure or grace periods set forth in this Agreement) in an
                  amount equal to the estimated Base Management Fee and
                  Incentive Fee that was estimated to be paid to Manager with
                  respect to the Hotels pursuant to the Annual Operating Budget
                  for the remaining Accounting Periods until the first
                  anniversary of the Commencement Date for such Future Hotel
                  (irrespective of the Management Fees paid to Manager prior to
                  the date of the Termination with respect to the Hotels). If
                  this Agreement is terminated pursuant to SECTION 2.03(a) with
                  respect to any of the Future Hotels after the first
                  anniversary of the


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Ashford TRS Corporation

                                       13
<PAGE>

                  Commencement Date applicable to such Future Hotel, then no
                  termination fees shall be payable by Lessee.

                           (ii) SALE OF INITIAL HOTEL. If this Agreement is
                  terminated pursuant to SECTION 2.03(a) with respect to any of
                  the Initial Hotels prior to the expiration of the base 10-year
                  term of this Agreement applicable to such Initial Hotel, then
                  Lessee shall pay to Manager on such termination, a termination
                  fee as liquidated damages and not as a penalty (provided that
                  an Event of Default by Manager is not then existing beyond any
                  cure or grace periods set forth in this Agreement), an amount
                  equal to the sum obtained by multiplying (1) the aggregate
                  Base Management Fees and Incentive Fees budgeted in the Annual
                  Operating Budget applicable to such Initial Hotel(s) for the
                  full current Fiscal Year in which such termination is to occur
                  (but in no event less than the Base Management Fees and
                  Incentive Fees for the preceding full Fiscal Year) by (2) the
                  number of years remaining in the base 10-year Term of this
                  Agreement applicable to such Initial Hotel(s). Notwithstanding
                  the foregoing, if this Agreement is terminated pursuant to
                  SECTION 2.03(a) with respect to any of the Initial Hotels
                  after the base 10-year term of this Agreement applicable to
                  such Initial Hotel, then no termination fees shall be payable
                  by Lessee.

                  (b) TERMINATION DUE TO FAILURE TO SATISFY PERFORMANCE TEST.

                           (i) PERFORMANCE TEST. Lessee shall have the right to
                  terminate this Agreement with respect to any Initial Hotel
                  after the base 10-year term of this Agreement applicable to
                  such Initial Hotel and any Future Hotel (for the purposes of
                  this SECTION 2.03(b)(i) called "SUBJECT HOTEL"), subject to
                  the payment of a termination fee as set forth in subsection
                  (ii) below, in the event of the occurrence of the following
                  (collectively herein called, the "PERFORMANCE TEST"):

                                    (1) If, commencing with Fiscal Year 2004,
                           and for each Fiscal Year thereafter (a) a Subject
                           Hotel's Gross Operating Profit Margin for such Fiscal
                           Year is less than seventy-five percent (75%) of the
                           average Gross Operating Profit Margin of comparable
                           hotels in similar markets and geographic locations to
                           the applicable Hotel as reasonably determined by
                           Lessee and Manager, and (b) such Subject Hotel's
                           REVPAR Yield Penetration is less than the Targeted
                           REVPAR Yield Penetration for such Fiscal Year (herein
                           (a) and (b) collectively called "PERFORMANCE
                           FAILURE"); then

                                    (2) Manager shall have a period of two (2)
                           years, commencing with the next ensuing Fiscal Year
                           (the "PERFORMANCE CURE PERIOD"), to cure the
                           Performance Failure after Manager's receipt of Notice
                           from Lessee of such Performance Failure and Lessee's
                           intent to terminate this Agreement with respect to
                           the Subject Hotel if the Performance Failure is not
                           cured within such Performance Cure Period; and


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                                       14
<PAGE>

                                    (3) If after the first full Fiscal Year
                           during the Performance Cure Period, the Performance
                           Failure remains uncured, then upon written Notice to
                           Manager by Lessee, Manager shall engage a consultant
                           reasonably acceptable to Manager and Lessee (with
                           significant experience in the hotel lodging industry)
                           to make a written determination (within forty-five
                           (45) days of such Notice) as to whether another
                           management company (with comparable breadth of
                           knowledge and experience as any of the hotel
                           management companies owned and/or controlled by
                           Archie Bennett, Jr. and/or Monty Bennett, including
                           with respect to number and type of hotels managed in
                           similar markets and geographical areas) could manage
                           the Subject Hotel in a materially more efficient
                           manner. If such consultant determination is in the
                           negative, then Manager will be deemed not to be in
                           default under the Performance Test. If such
                           consultant determination is in the affirmative, then
                           Manager agrees to engage such consultant (such cost
                           and expense to be shared by Lessee and Manager
                           equally) to assist Manager during the second Fiscal
                           Year of the Performance Cure Period with the cure of
                           the Performance Failure; and

                                    (4) If after the end of the Performance Cure
                           Period, the Performance Failure remains uncured and
                           the consultant again makes a written determination
                           that another management company (with comparable
                           breadth of knowledge and experience as any of the
                           hotel management companies owned and/or controlled by
                           Archie Bennett, Jr. and/or Monty Bennett, including
                           with respect to number and type of hotels managed in
                           similar markets and geographical areas) could manage
                           the Subject Hotel in a materially more efficient
                           manner, then Lessee may, at its election, terminate
                           this Agreement upon forty-five (45) days' prior
                           Notice to Manager.

                           (ii) TERMINATION FEES. If Lessee elects to terminate
                  this Agreement with respect to a Subject Hotel for failure to
                  satisfy the Performance Test, Lessee shall pay to Manager as
                  liquidated damages but not as a penalty, a termination fee
                  (provided that there does not then exist an Event of Default
                  by Manager under this Agreement beyond any applicable cure
                  periods) in the amount equal to 60% of the product obtained by
                  multiplying (A) 65% of the aggregate Base Management Fees and
                  Incentive Fees budgeted in the Annual Operating Budget
                  applicable to the Subject Hotel for the full current Fiscal
                  Year in which such termination is to occur (but in no event
                  less than the Base Management Fees and Incentive Fees for the
                  preceding full Fiscal Year) by (B) nine (9).

                           (iii) FINANCE REPORTS. Determinations of the
                  performance of the Subject Hotel shall be in accordance with
                  the audited annual financial statements delivered by Lessee's
                  accountant pursuant to SECTION 15.03 hereof.

                           (iv) EXTENSION OF PERFORMANCE CURE PERIOD.
                  Notwithstanding the foregoing, if at any time during the
                  Performance Cure Period (a) Lessee is in material default
                  under any of its obligations under this Agreement, or (b)
                  Lessee


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                                       15
<PAGE>

                  has terminated, terminates or causes a termination of the
                  Franchise Agreement (other than defaults due to Manager) and
                  does not obtain a new franchise agreement with a comparable
                  franchisor, or (c) the operation of the Hotel or the use of
                  the Hotel's facilities are materially disrupted by casualty,
                  condemnation, or events of Force Majeure that are beyond the
                  reasonable control of Manager, or by major repairs to or major
                  refurbishment of the Hotel, then, for such period, the
                  Performance Cure Period shall be extended.

                           (v) RENEWAL PERIOD. If at the time of Manager's
                  exercise of a renewal period with respect to any Hotel, such
                  hotel is a Subject Hotel within a Performance Cure Period, the
                  exercise of such renewal period shall be conditional upon
                  timely cure of the Performance Failure, and if such
                  Performance Failure is not timely cured, then, notwithstanding
                  the foregoing provisions, Lessee may elect to terminate this
                  Agreement with respect to such Subject Hotel pursuant to the
                  terms of this SECTION 2.03(b) without payment of any
                  termination fee.

                  (c) TERMINATION FOR CONVENIENCE. Lessee may terminate this
         Agreement for convenience (except if due to a Sale of a Hotel,
         whereupon SECTION 2.03(a) shall govern) upon ninety (90) days Notice to
         Manager, and shall pay to Manager as liquidated damages but not as a
         penalty, a termination fee (provided that there does not then exist an
         Event of Default by Manager under this Agreement beyond any applicable
         cure or grace periods) in an amount equal to the product of (1) 65% of
         the aggregate Base Management Fees and Incentive Fees budgeted in the
         Annual Operating Budget applicable to the Hotels for the full current
         Fiscal Year in which such termination is to occur (but in no event less
         than the Base Management Fees and Incentive Fees for the preceding full
         Fiscal Year) by (2) nine (9).

                  (D) PAYMENT OF LIQUIDATED DAMAGES. WITH RESPECT TO ANY
         TERMINATION FEES PAYABLE IN CONNECTION WITH ANY EARLY TERMINATION RIGHT
         SET FORTH IN THIS SECTION 2.03, OR IN SECTION 18.04 BELOW, LESSEE
         RECOGNIZES AND AGREES THAT, IF THIS AGREEMENT IS TERMINATED WITH
         RESPECT TO ANY OF THE HOTELS FOR THE REASONS SPECIFIED IN THIS SECTION
         2.03 OR IN SECTION 18.04 BELOW, THEREBY ENTITLING MANAGER TO RECEIVE
         THE TERMINATION FEES AS SET FORTH IN THIS SECTION 2.03 OR IN SECTION
         18.04 BELOW, MANAGER WOULD SUFFER AN ECONOMIC LOSS BY VIRTUE OF THE
         RESULTING LOSS OF MANAGEMENT FEES WHICH WOULD OTHERWISE HAVE BEEN
         EARNED UNDER THIS AGREEMENT. BECAUSE SUCH FEES VARY IN AMOUNT DEPENDING
         ON THE TOTAL GROSS REVENUES EARNED AT THE HOTELS AND ACCORDINGLY WOULD
         BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN WITH CERTAINTY, THE
         PARTIES AGREE THAT THE TERMINATION FEES PROVIDED IN THIS SECTION 2.03
         AND IN SECTION 18.04 BELOW CONSTITUTE A REASONABLE ESTIMATE OF
         LIQUIDATED DAMAGES TO MANAGER FOR PURPOSES OF ANY AND ALL LEGAL
         REQUIREMENTS, AND IT IS AGREED THAT MANAGER SHALL NOT BE ENTITLED TO
         MAINTAIN A CAUSE OF ACTION AGAINST LESSEE,


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Ashford TRS Corporation

                                       16
<PAGE>

         EXCEPT AS SPECIFICALLY PROVIDED HEREIN, FOR ACTUAL DAMAGES IN EXCESS OF
         THE TERMINATION FEES IN ANY CONTEXT WHERE THE TERMINATION FEES ARE
         PROVIDED BY THIS AGREEMENT, AND RECEIPT OF SUCH FEES (TOGETHER WITH ALL
         OTHER AMOUNTS DUE AND PAYABLE BY LESSEE TO MANAGER WITH RESPECT TO
         EVENTS OCCURRING PRIOR TO TERMINATION OF THIS AGREEMENT WITH RESPECT TO
         THE APPLICABLE HOTELS OR AS OTHERWISE PROVIDED HEREIN) SHALL BE
         MANAGER'S SOLE REMEDY FOR DAMAGES AGAINST LESSEE IN ANY SUCH CASE. The
         foregoing shall in no way affect any other sums due Manager under this
         ARTICLE II or otherwise hereunder, including, without limitation, the
         Management Fees earned during the Term, or any other rights or
         remedies, at law or in equity of Manager under this Agreement or under
         Legal Requirements, including any indemnity obligations of Lessee to
         Manager under this Agreement.

         2.04 SUBSTITUTION OF INITIAL HOTEL. Notwithstanding the foregoing, in
the event of a termination of this Agreement with respect to an Initial Hotel
and in connection with such termination, a termination fee becomes payable by
Lessee, Lessee may (in its sole and absolute discretion) avoid payment of such
termination fee by substituting for the terminated Initial Hotel within 120 days
of such termination, another hotel facility reasonably comparable in size,
number of rooms, quality of franchise operation, market and geographical
location, and gross revenues, to be governed by the terms and conditions of this
Agreement as an "INITIAL HOTEL" from and after the date of such substitution,
and this Agreement shall be amended accordingly pursuant to a form of amendment
similar to EXHIBIT "E" attached hereto.

                                  ARTICLE III
                                    PREMISES

         Manager shall be responsible, at the sole cost and expense of Lessee,
for keeping and maintaining the Premises fully equipped in accordance with
plans, specifications, construction safety and fire safety standards, and
designs pursuant to applicable Legal Requirements, the standards and
requirements of a Franchisor pursuant to any applicable Franchise Agreement, any
applicable Hotel Mortgage, the Leases and the Capital Improvement Budgets
approved pursuant to the terms hereof, subject in all respects to performance by
Lessee of its obligations pursuant to this Agreement.

                                   ARTICLE IV
                             APPOINTMENT OF MANAGER

         4.01 APPOINTMENT. Lessee hereby appoints Manager as its sole, exclusive
and continuing operator and manager to supervise and direct, for and at the
expense of Lessee, the management and operation of the Premises under the terms
and conditions hereinafter set forth. In exercising its duties hereunder,
Manager shall act as agent and for the account of Lessee. Manager hereby accepts
said appointment and agrees to manage the Premises during the Term of this
Agreement under the terms and conditions hereinafter set forth.

         4.02 DELEGATION OF AUTHORITY. The operation of the Premises shall be
under the exclusive supervision and control of Manager who, except as otherwise
specifically provided in


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Ashford TRS Corporation

                                       17
<PAGE>

this Agreement, shall be responsible for the proper and efficient management and
operation of the Premises in accordance with this Agreement, the Leases, the
Franchise Agreements, the Capital Improvement Budget and the Annual Operating
Budget. Subject to the terms of such agreements and budgets, the Manager shall
have discretion and control in all matters relating to the management and
operation of the Premises, including, without limitation, charges for rooms and
commercial space, the determination of credit policies (including entering into
agreements with credit card organizations), food and beverage service and
policies, employment policies, procurement of inventories, supplies and
services, promotion, advertising, publicity and marketing, and, generally, all
activities necessary for the operation of the Premises. Manager shall also be
responsible for the receipt, holding and disbursement of funds and maintenance
of bank accounts in compliance with the Cash Management Agreements, if
applicable.

         4.03 CONTRACTS, EQUIPMENT LEASES AND OTHER AGREEMENTS. Manager is
hereby authorized to grant concessions, lease commercial space and enter into
any other contract, equipment lease, agreement or arrangement pertaining to or
otherwise reasonably necessary for the normal operation of the Premises (such
concession, lease, equipment lease, contract, agreement or arrangement
hereinafter being referred to individually as a "CONTRACT" and collectively as
"CONTRACTS") on behalf of Lessee, as may be necessary or advisable and
reasonably prudent business judgment in connection with the operation of the
Premises and consistent with the Annual Operating Budget, and subject to any
restrictions imposed by the Franchise Agreements, Leases or any Hotel Mortgage,
and subject to the Lessee's prior written approval of: (i) any Contract which
provides for a term exceeding one (1) year (unless such Contract is thirty day
cancellable without cost, premium or penalty exceeding $25,000.00) or (ii) any
tenant space lease, license or concession concerning any portion of the public
space in or on the Premises for stores, office space, restaurant space, or lobby
space. Lessee's approval of any Contract shall not be unreasonably withheld,
delayed or conditioned. Unless otherwise agreed, all Contracts for the Premises
shall be entered into in Lessee's name. Manager shall make available to Lessee,
its agents, and employees, at the Premises during business hours, executed
counterparts or certified true copies of all Contracts it enters into pursuant
to this SECTION 4.03.

         4.04 ALCOHOLIC BEVERAGE/LIQUOR LICENSING REQUIREMENTS. With respect to
any licenses and permits held by Lessee or any of its subsidiaries for the sale
of any liquor and alcoholic beverages at any of the Premises, Manager agrees, as
part of its management duties and services under this Agreement, to fully
cooperate with any applicable liquor and/or alcoholic beverage authority and to
assist Lessee with any documentation and other requests of such authority to the
extent necessary to comply with any licensing and/or permitting requirements
applicable to the Premises.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         5.01 LESSEE REPRESENTATIONS. Lessee, in order to induce Manager to
enter into this Agreement, hereby represents and warrants to Manager as follows:

                  5.01.1. The execution of this Agreement is permitted by the
         Articles of Incorporation and Bylaws of Lessee and this Agreement has
         been duly authorized,


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Ashford TRS Corporation

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<PAGE>

         executed and delivered on behalf of Lessee and constitutes the legal,
         valid and binding obligation of Lessee enforceable in accordance with
         the terms hereof;

                  5.01.2. There is no claim, litigation, proceeding or
         governmental investigation pending, or, to the best knowledge and
         belief of Lessee, threatened, against or relating to Lessee, the
         properties or businesses of Lessee or the transactions contemplated by
         this Agreement which does, or may reasonably be expected to, materially
         or adversely affect the ability of Lessee to enter into this Agreement
         or to carry out its obligations hereunder, and, to the best knowledge
         and belief of Lessee, there is no basis for any such claim, litigation,
         proceeding or governmental investigation except as has been fully
         disclosed in writing by Lessee to Manager;

                  5.01.3. Neither the consummation of the transactions
         contemplated by this Agreement on the part of Lessee 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 Lessee is a
         party or by which it is bound;

                  5.01.4. No approval of any third party (including any Landlord
         or the Holder of any Hotel Mortgage in effect as of the date of this
         Agreement) is required for Lessee's execution, delivery and performance
         of this Agreement that has not been obtained prior to the execution
         hereof;

                  5.01.5. Lessee holds all required governmental approvals
         required (if applicable) to be held by it to lease the Hotels; and

                  5.01.6. As of the date of this Agreement there are no defaults
         under any of the Leases.

         5.02 MANAGER REPRESENTATIONS. Manager, in order to induce Lessee to
enter into this Agreement, hereby represents and warrants to Lessee as follows:

                  5.02.1. The execution of this Agreement is permitted by the
         Limited Partnership Agreement of Manager and this Agreement has been
         duly authorized, executed and delivered on behalf of Manager and
         constitutes a legal, valid and binding obligation of Manager
         enforceable in accordance with the terms hereof;

                  5.02.2. There is no claim, litigation, proceeding or
         governmental investigation pending, or, to the best knowledge and
         belief of Manager, threatened, against or relating to Manager, the
         properties or business of Manager or the transactions contemplated by
         this Agreement which does, or may reasonably be expected to, materially
         or adversely affect the ability of Manager to enter into this Agreement
         or to carry out its obligations hereunder, and, to the best knowledge
         and belief of Manager, there is no basis for any such claim,
         litigation, proceeding or governmental investigation, except as has
         been fully disclosed in writing by Manager to Lessee;


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Ashford TRS Corporation

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<PAGE>

                  5.02.3. Neither the consummation of the transactions
         contemplated by this Agreement on the part of Manager 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 Manager is a
         party or by which it is bound;

                  5.02.4. No approval of any third party is required for
         Manager's execution, delivery and performance of this Agreement that
         has not been obtained prior to the execution and delivery hereof;

                  5.02.5. Manager holds all required governmental approvals
         required to be held by it to perform its obligations under this
         Agreement; and

                  5.02.6. Manager qualifies as an Eligible Independent
         Contractor, and during the Term of this Agreement, agrees to continue
         to qualify as an Eligible Independent Contractor.

                                   ARTICLE VI
                                    OPERATION

         6.01 NAME OF PREMISES; STANDARD OF OPERATION. During the Term of this
Agreement, the Premises shall be known and operated by Manager as hotels
licensed with the applicable Franchisor as noted on EXHIBIT C, with additional
identification as may be necessary to provide local identification, provided
Manager and/or Lessee have obtained and are successful in continuously
maintaining the right to so operate the Premises, which Manager agrees to use
its reasonable best efforts to do. Manager agrees to manage the Premises, for
the account of Lessee, and so far as is legally possible, in accordance with the
Annual Operating Budget and Applicable Standards subject to Force Majeure. In
the event of termination of a Franchise Agreement for one or more of the
Premises, Manager shall operate such Premises under such other franchise
agreement, if any, as Lessee enters into or obtains as franchisee. If the name
of a Franchisor's hotel system is changed, Lessee shall have the right to change
the name of the applicable Hotel to conform thereto.

         Notwithstanding the foregoing or any other provision in this Agreement
to the contrary, Manager's obligation with respect to operating and managing the
Hotels in accordance with any Hotel Mortgage, Ground Leases, the Leases and the
CCRs shall be limited to the extent (i) true and complete copies thereof have
been made available to Manager by Lessee reasonably sufficient in advance to
allow Manager to manage the Hotels in compliance with such documents, and (ii)
the provisions thereof and/or compliance with such provisions by Manager (a) are
applicable to the day-to-day management, maintenance and routine repair and
replacement of the Hotels, the FF&E or any portion thereof, (b) do not require
contribution of funds from Manager, (c) do not materially increase Manager's
obligations hereunder or materially decrease Manager's rights or benefits
hereunder, (d) do not limit or restrict, or attempt to limit or restrict any
corporate activity or transaction with respect to Manager or any Manager
Affiliate Entity or any other activity, transfer, transaction, property or other
matter involving Manager or the Manager Affiliate Entities other than at the
Site of the Hotels and (e) are


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Ashford TRS Corporation

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<PAGE>

otherwise within the scope of Manager's duties under this Agreement. Lessee
acknowledges and agrees, without limiting the foregoing, that any failure of (i)
Lessee to comply with the provisions of any Hotel Mortgage, Ground Leases, the
Leases and the CCRs or Legal Requirements or (ii) Manager to comply with the
provisions of any such agreements or Legal Requirements arising out of, in the
case of both (i) and (ii), (A) the condition of the Hotels, and/or the failure
of the Hotels to comply with the provisions of such agreements, prior to the
Commencement Date, (B) construction activities at the Hotels prior to the
Commencement Date, (C) inherent limitations in the design and/or construction
of, location of the Hotels and/or parking at the Hotels prior to the
Commencement Date, (D) failure of Lessee to provide funds, from operations or
otherwise, sufficient to allow timely compliance with the provisions of the
Applicable Standards or the Leases, the Ground Leases, any Hotel Mortgage and/or
the CCRs through reasonable and customary business practices, and/or (E)
Lessee's failure to approve any matter reasonably requested by Manager in
Manager's good faith business judgment as necessary or appropriate to achieve
compliance with such items, shall not be deemed a breach by Manager of its
obligations under this Agreement. Manager and Lessee agree, that Manager may
from time to time, so long as Manager is in compliance with the Franchise
Agreements and Legal Requirements, provide collateral marketing materials in the
rooms of the Hotels which advertise other hotels or programs of Manager or its
Affiliates (including, through a dedicated television channel in the rooms of
the Hotels), at the sole cost and expense of Manager, provided such other hotels
or programs being marketed by Manager are not competing directly in the same
market with the Hotel where the marketing materials and information are being
placed by Manager.

         6.02 USE OF PREMISES. Manager shall use the Premises solely for the
operation of the Hotels in accordance with the Applicable Standards and for all
activities in connection therewith which are customary and usual to such an
operation. Subject to the terms of this Agreement, Manager shall comply with and
abide by all applicable Legal Requirements, and the requirements of any
insurance companies covering any of the risks against which the Premises are
insured, any Hotel Mortgage, the Ground Leases, the Leases, and the Franchise
Agreements. If there are insufficient funds in the Operating Account to make any
expenditure required to remedy non-compliance with such Legal Requirements or
with the requirements of any Hotel Mortgage, the Ground Leases, the Leases, or
the Franchise Agreements or applicable insurance, Manager shall promptly notify
Lessee of such non-compliance and estimated cost of curing such non-compliance.
If Lessee fails to make funds available for the expenditure so requested by
Manager within thirty (30) days, Lessee agrees to indemnify and hold Manager
harmless from and against any and all costs, expenses and other liabilities
incurred by Manager resulting from such non-compliance (which such indemnity
shall survive any termination of this Agreement). In no event shall Manager be
required to make available or distribute, as applicable, sexually explicit
materials or items of any kind, whether through retail stores or gift shops
located at the Hotels or through "pay for view" programming in the guest rooms
of the Hotels.

         6.03 GROUP SERVICES. Manager may cause to be furnished to the Premises
certain services ("GROUP SERVICES") which are furnished generally on a central
or regional basis to other hotels managed by Manager or any Manager Affiliate
Entity and which benefit each hotel managed by Manager including, by way of
example and not by way of limitation, (i) marketing, advertising and promotion;
(ii) centralized accounting payroll processing, ADP management,


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Ashford TRS Corporation

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<PAGE>

management and administration of accounts payable, accounts receivable and cash
management accounting and MIS support services; (iii) the preparation and
maintenance of the general ledger and journal entries, internal audit, budgeting
and financial statement preparation, (iv) recruiting, training, career
development and relocation in accordance with Manager's or any Manager Affiliate
Entities' relocation plan; (v) employee benefits administration; (vi)
engineering and risk management; (vii) information technology; (viii) legal
support (such as license and permit coordination, filing and completion,
standardized contracts, negotiation and preparation, and similar legal services
benefiting the Hotels); (ix) purchasing arising out of ordinary hotel operations
not otherwise contemplated in SECTION 8.02G hereof; (x) internal audit services;
(xi) reservation systems; and (xii) such other additional services as are or may
be, from time to time, furnished for the benefit of Manager's or any Manager
Affiliate Entities' hotels or in substitution for services now performed at
Manager's individual hotels which may be more efficiently performed on a group
basis. Manager shall assure that the costs and expenses incurred in providing
Group Services to the Premises shall have been allocated to the Premises on a
pro-rata basis consistent with the method of allocation to all of Manager's (and
any Manager Affiliate Entities') hotels receiving the same services, shall be
incurred at a cost consistent with the Annual Operating Budget and shall
constitute Deductions. All Group Services provided by Manager shall be at the
actual costs (without mark up for fee or profit to Manager or any Manager
Affiliate Entity, but including salary and employee benefit costs and costs of
equipment used in performing such services and overhead costs) of Group Services
for the benefit of all of Manager's hotels receiving the same services, and
shall be of a quality comparable to which Manager could obtain from other
providers for similar services.

         6.04 RIGHT TO INSPECT. Lessee, the beneficial owners of Lessee, the
Landlords (to the extent permitted under such Leases), any Holder under any
Hotel Mortgage (to the extent permitted under such Hotel Mortgage), and their
respective agents, shall have access to the Premises at any and all reasonable
times for any purpose. Manager will be available to consult with and advise such
parties, at their reasonable request, concerning all policies and procedures
affecting all phases of the conduct of business at the Hotels.

                                  ARTICLE VII
                         WORKING CAPITAL AND INVENTORIES

         7.01 WORKING CAPITAL AND INVENTORIES. The Lessee shall cause funds to
be deposited in one or more operating accounts established by Manager, in
amounts sufficient to operate the Premises in accordance with the Annual
Operating Budget, including the establishment and maintenance of positive
Working Capital and Inventories as reasonably determined by Manager. All Working
Capital and Inventories are and shall remain the property of Lessee. In the
event Lessee fails to advance funds which are necessary in order to maintain
positive Working Capital and Inventories at reasonable levels for any of the
Hotels, Manager shall have the right to elect to terminate this Agreement upon
sixty (60) days' prior written notice to Lessee with respect to the affected
applicable Hotel. During such sixty (60) day period, Lessee and Manager shall
use reasonable efforts to resolve the dispute over such Working Capital and
Inventory requirements. If such dispute is not resolved, then this Agreement
shall terminate with respect to the affected applicable Hotel on the sixtieth
(60th) day following Manager's delivery of written notice of termination as
provided above. If such dispute is resolved, then the notice will be deemed


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Ashford TRS Corporation

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<PAGE>

rescinded and this Agreement shall not be terminated pursuant to the notice with
respect to the affected applicable Hotel. Further, if Manager should so
terminate this Agreement with respect to the affected applicable Hotel and if
Manager in good faith incurs expenditures, or otherwise accrues liabilities in
accordance with the Annual Operating Budget and variances allowed herein, in
each case, prior to the date of termination, Lessee agrees to promptly indemnify
and hold Manager harmless from and against (i) any and all liabilities, costs
and expenses properly incurred by Manager in connection with the operations of
the applicable Hotel through the date of Termination of this Agreement with
respect to such Hotel, and (ii) any and all liabilities, costs and expenses
properly incurred by Manager as a result of Lessee's failure to perform any
obligation or pay any liability arising under any service, maintenance,
franchise or other agreements, employment relationships (other than Excluded
Employee Claims), leases or contracts pertaining to the applicable Hotel after
Termination of this Agreement with respect to such Hotel. Lessee acknowledges
that liabilities arising in connection with the operation and management of the
applicable Hotel including, without limitation, all Deductions, incurred in
accordance with the terms of this Agreement, are and shall remain the
obligations of Lessee, and Manager shall have no liability therefor unless
otherwise expressly provided herein. In the event of a Termination by Manager
pursuant to this SECTION 7.01, Manager shall be entitled to a termination fee as
liquidated damages but not as a penalty, as set forth in connection with a
termination for convenience as described in SECTION 2.03(c) and subject to
SECTION 2.03(d) above.

         7.02 FIXED ASSET SUPPLIES. Lessee shall provide the funds necessary to
supply the Premises initially with Fixed Asset Supplies as reasonably determined
by Manager consistent with the cost budgeted therefor in the Annual Operating
Budget and otherwise consistent with the intent of the parties that the level of
such supplies will be adequate for the proper and efficient operation of the
Premises at the Applicable Standards. Fixed Asset Supplies shall remain the
property of Lessee.

                                  ARTICLE VIII
                      MAINTENANCE, REPLACEMENT AND CHANGES

         8.01 ROUTINE AND NON-ROUTINE REPAIRS AND MAINTENANCE. Manager, at the
expense of Lessee, shall maintain the Premises in good repair and condition as
is required by the Applicable Standards. Manager, on behalf of Lessee, shall
make or cause to be made such routine maintenance, repairs and minor alterations
as Manager from time to time deems reasonably necessary for such purposes, the
cost of which: (i) can be expensed under GAAP, (ii) shall be paid from Gross
Revenues, and treated as a Deduction, and (iii) are consistent with the Annual
Operating Budget. In addition, Lessee shall make or cause to be made such
non-routine repairs and maintenance, either to the Premises' building or its
fixtures, furniture, furnishings and equipment ("FF&E"), pursuant to the Capital
Improvement Budget approved by Lessee and Landlord, the cost of which shall be
paid for in the manner described in SECTION 8.02. Manager and Lessee shall use
their respective best efforts to prevent any liens from being filed against the
Premises which arise from any maintenance, changes, repairs, alterations,
improvements, renewals or replacements in or to the Premises. Lessee and Manager
shall cooperate fully in obtaining the release of any such liens. If the lien
arises as a result of the fault of either party, then the party at fault shall
bear the cost of obtaining the lien release. All changes, repairs,


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Ashford TRS Corporation

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<PAGE>

alterations, improvements, renewals or replacements made pursuant to this
ARTICLE VIII shall be the property of the Lessee.

         8.02 CAPITAL IMPROVEMENT RESERVE.

         A.       Manager shall establish (on behalf of Landlord), in respect of
                  each Fiscal Year during the term of this Agreement, a reserve
                  account on the Hotel's books of account ("CAPITAL IMPROVEMENT
                  RESERVE") to cover the cost of:

                  1.       Replacements and renewals to the Premises' FF&E; and

                  2.       Certain non-routine repairs and maintenance to the
                           Hotel's building(s) which are normally capitalized
                           under GAAP such as, but not limited to, exterior and
                           interior repainting, resurfacing, building walls,
                           floors, roofs and parking areas, and replacing
                           folding walls and the like, and major repairs,
                           alterations, improvements, renewals or replacement to
                           the Hotel's building structure or to its mechanical,
                           electrical, heating, ventilating, air conditioning,
                           plumbing or vertical transportation systems.

         B.       For each Fiscal Year, the Capital Improvement Reserve shall be
                  an amount equal to four percent (4%) of the Hotel's Gross
                  Revenues for the applicable year (or greater if required by
                  any Landlord, Holder or Franchisor), or in such other amount
                  as agreed to by Landlord, Lessee and Manager.

                  Payments of the percentage amounts specified above shall be
                  made on an interim accounting basis as specified in SECTION
                  11.02 hereof. Calculations and payments from the Capital
                  Improvement Reserve made with respect to each Accounting
                  Period shall be accounted for cumulatively for each Fiscal
                  Year. After the close of each Fiscal Year, any adjustments
                  required by the Fiscal Year accounting shall be made by
                  Manager. Any proceeds from the sale of the Premises' FF&E no
                  longer necessary to the operations of the Premises shall also
                  be credited to the Capital Improvement Reserve. All payments
                  from the Capital Improvement Reserve shall be reserved and
                  paid from Gross Revenues. Such payments and sale proceeds
                  shall be placed in an escrow account or accounts consistent
                  with the requirements of the Cash Management Agreements, if
                  any. Any interest earned in said account attributable to funds
                  deposited pursuant to this Agreement shall be added to such
                  Capital Improvement Reserve, thereby reducing the amount
                  required to be placed in the account from Gross Revenues.

         C.       Manager shall, in accordance with and subject to the Capital
                  Improvement Budget described in SECTION 8.02E, from time to
                  time make such substitutions and replacements of or renewals
                  to FF&E and non-routine repairs and maintenance as described
                  in SECTION 8.01 as it deems necessary to maintain the Hotels
                  as required by this Agreement. Except as hereinafter provided,
                  no expenditures will be made except as otherwise provided in
                  the Capital Improvement Budget without the approval of Lessee
                  and Landlord, and provided further, however, that if any such
                  expenditures which are required by reason of any (i)
                  emergency, or (ii) applicable


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Ashford TRS Corporation

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<PAGE>

                  Legal Requirements, or (iii) the terms of the Franchise
                  Agreement, or (iv) are otherwise required for the continued
                  safe and orderly operation of the Hotels, Manager shall
                  immediately give Lessee and Landlord notice thereof and shall
                  be authorized to take appropriate remedial action without such
                  approval whenever there is a clear and present danger to life,
                  limb or property of the Hotels or its guests or employees. The
                  cost of all such changes, repairs, alterations, improvements,
                  renewals, or replacements will be paid for first from the
                  Capital Improvement Reserve or other monies advanced by Lessee
                  from funds received or owned by Landlord. At the end of each
                  Fiscal Year any amount remaining in the Capital Improvement
                  Reserve in excess of the amounts unspent but contemplated to
                  be spent pursuant to the Capital Improvement Budget for such
                  Fiscal Year or as otherwise approved by Lessee and Landlord
                  may be withdrawn by the Lessee on behalf of Landlord.

         D.       All changes, repairs, alterations, improvements, renewals or
                  replacements made pursuant to this ARTICLE VIII shall be the
                  property of Landlord.

         E.       Manager shall prepare a budget ("CAPITAL IMPROVEMENT BUDGET")
                  of the expenditures necessary for replacement of FF&E and
                  building repairs of the nature contemplated by SECTION 8.01
                  during the ensuing Fiscal Year and shall provide such Capital
                  Improvement Budget to Lessee and Landlord for approval at the
                  same time Manager submits the Annual Operating Budget. The
                  Capital Improvement Budget shall not be deemed accepted by
                  Lessee and Landlord in the absence of their respective express
                  written approval. Not later than thirty (30) days after
                  receipt by Lessee and Landlord of a proposed Capital
                  Improvement Budget (or such longer period as Lessee and
                  Landlord may reasonably request on Notice to the Manager),
                  Lessee and/or Landlord may deliver a Notice (a "CIB OBJECTION
                  NOTICE") to the Manager stating that Lessee and/or Landlord
                  objects to any information contained in or omitted from such
                  proposed Capital Improvement Budget and setting forth the
                  nature of such objections with reasonable specificity. Failure
                  of Lessee and/or Landlord to deliver a CIB Objection Notice
                  shall be deemed rejection of the Manager's proposed Capital
                  Improvement Budget in its entirety. Upon receipt of any CIB
                  Objection Notice, the Manager shall, after consultation with
                  Lessee and Landlord, modify the proposed Capital Improvement
                  Budget, taking into account Lessee's and/or Landlord's
                  objections, and shall resubmit the same to Lessee and Landlord
                  for Lessee's approval within fifteen (15) days thereafter, and
                  Lessee and/or Landlord may deliver further CIB Objection
                  Notices (if any) within fifteen (15) days thereafter (in which
                  event, the re-submission and review process described above in
                  this sentence shall continue until the proposed Capital
                  Improvement Budget in question is accepted and consented to by
                  Lessee and Landlord). Notwithstanding anything to the contrary
                  set forth herein, Lessee and Landlord shall have the right at
                  any time subsequent to the acceptance and consent with respect
                  to any Capital Improvement Budget, on Notice to the Manager,
                  to revise, with the reasonable approval of Manager, such
                  Capital Improvement Budget or to request that the Manager
                  prepare for Lessee's and/or Landlord's approval a revised
                  Capital Improvement Budget,


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Ashford TRS Corporation

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<PAGE>

                  taking into account such circumstances as Lessee and Landlord
                  deem appropriate; provided, however, that the revision of a
                  Capital Improvement Budget shall not be deemed a revocation of
                  the Manager's authority with respect to such actions as the
                  Manager may have already taken prior to receipt of such
                  revision notice in implementing a previously approved budget
                  or plan. Manager shall have the right and discretion to expend
                  funds from the Capital Improvement Reserve for replacements
                  and renewals of FF&E in the Hotels' interior public areas and
                  guest rooms and routine maintenance, repairs and minor
                  alterations during the Fiscal Year in question (but not for
                  any other capital expenditures) in accordance with the
                  provisions of the Capital Improvement Budget.

         F.       It is the intent of Manager and Lessee to maintain the
                  Premises in conformance with the Applicable Standards.
                  Accordingly, as the Hotels age, if the Capital Improvement
                  Reserve established pursuant to the terms hereof is
                  insufficient to meet such standards, and if the Capital
                  Improvement Budget prepared in good faith by Manager and
                  approved by Lessee and Landlord exceeds the available and
                  anticipated funds in the Capital Improvement Reserve, Lessee,
                  Landlord and Manager will consider the matter and Lessee and
                  Landlord may elect to:

                  1.       increase the annual reserve provision to provide the
                           additional funds required; or

                  2.       obtain financing for the additional funds required.

         G.       In consideration of the Project Management Fee (as defined
                  below), Manager shall be responsible for managing,
                  coordinating, planning and executing the Capital Improvement
                  Budget and all major repositionings of the Hotels. In
                  addition, Manager shall be paid additional fees at current
                  market rates (determined with reference to other third party
                  providers of such services who are not discounting such fees
                  as result of fees generated from other services)
                  (collectively, the "MARKET SERVICE FEES"), subject to the
                  Approval Requirement (defined in subparagraph 8.02(I) below),
                  for the following services (the "PROJECT RELATED SERVICES") to
                  be provided in accordance with the Applicable Standards (with
                  the understanding that Manager may subcontract for any or all
                  of the following Project Related Services):

                  1.       Construction Management - Manager shall, on major
                           renovation tasks which involve the selection and
                           engagement of a general contractor, coordinate the
                           selection process with Lessee and/or Landlord, shall
                           assist in the negotiation of construction contracts,
                           manage such construction contracts and related
                           issues, and shall engage separate contractors and
                           subcontractors for specific tasks outside the scope
                           of the general contractor.

                  2.       Interior Design - With respect to any interior design
                           elements involved in the implementation of the
                           Capital Improvement Budget, Manager shall be
                           responsible for overseeing the development of
                           conceptual plans


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Ashford TRS Corporation

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<PAGE>

                           (consistent with Lessee's and Landlord's objectives),
                           shall arrange for preparation of specifications,
                           coordinate and make all fabric, flooring, furniture
                           and wall treatment selections (both colors and
                           finishes), coordinate reselections and document all
                           selections in specification books as required under
                           the terms of the Franchise Agreement and coordinate
                           all related franchise approvals, and will manage the
                           applicable Franchisor process on approval of all
                           selections relating to initial and final selections.

                  3.       Architectural - Manager shall, if applicable, make
                           recommendations of engagement of architects,
                           negotiate architectural agreements on behalf of
                           Lessee and Landlord (with Lessee's and Landlord's
                           approval), manage all architects applicable to the
                           implementation of the Capital Improvement Budget,
                           oversee all conceptual designs and sketches, review
                           all necessary plans, drawings, shop drawings and
                           other matters necessary for the proper implementation
                           of the Capital Improvement Budget, and coordinate and
                           manage all approvals necessary for the implementation
                           of the Capital Improvement Budget such as Franchisor
                           approvals, governmental approvals and Holder
                           approvals.

                  4.       FF&E Purchasing - Manager shall be responsible for
                           the evaluation of all specifications and negotiations
                           of all prices associated with the purchasing of FF&E,
                           shall manage and issue all purchase orders and place
                           orders necessary for the proper and timely delivery
                           of all FF&E.

                  5.       FF&E Expediting/Freight Management - Manager shall be
                           responsible for the expediting of all FF&E
                           contemplated in an applicable Capital Improvement
                           Budget including managing the freight selection and
                           shipping process in a cost effective manner.

                  6.       FF&E Warehousing - Manager shall be responsible, if
                           applicable, for the management and coordination of
                           all warehousing of goods delivered at the job site,
                           inspection of materials delivered, and the filing of
                           all claims associated with the delivery of defective
                           or damaged goods.

                  7.       FF&E Installation and Supervision - Manager shall be
                           responsible for the management and oversight of the
                           installation of all FF&E in compliance with
                           specifications and Franchisor standards as required
                           to implement the Capital Improvement Budget.

                  Manager shall be paid a project management fee (herein, the
                  "PROJECT MANAGEMENT FEE") equal to four percent (4%) of the
                  total project costs associated with the implementation of the
                  Capital Improvement Budget (both hard and soft) payable
                  monthly in arrears based upon the prior calendar month's total
                  expenditures under the Capital Improvement Budget until such
                  time that the Capital Improvement Budget and/or renovation
                  project involves the expenditure of an amount in excess of
                  five percent (5%) of Gross Revenues of the applicable Hotel,
                  whereupon the Project Management Fee shall be reduced to three
                  percent


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Ashford TRS Corporation

                                       27
<PAGE>

                  (3%) of the total project costs in excess of the five percent
                  (5%) of Gross Revenue threshold. The Project Management Fee
                  shall be accounted for and documented and consistent with the
                  requirements of SECTION 11.02 herein. Any onsite or dedicated
                  personnel required for the direct supervision of the
                  implementation of a Capital Improvement Budget or other
                  renovation project will be a direct cost to, and shall be
                  reimbursed by, the Landlord.

         H.       Except as otherwise provided herein, in no event shall Manager
                  realize any kick backs, rebates, cash incentives,
                  administration fees, concessions, profit participations,
                  investment rights or similar payments or economic
                  consideration from or in, as applicable, vendors or suppliers
                  of goods or services. Manager agrees that any such amounts or
                  benefits derived shall be held in trust for the benefit of
                  Lessee or Landlord (as applicable).

         I.       Any Market Service Fees for the Project Related Services shall
                  be, once approved, reflected in the Capital Improvements
                  Budget (such Market Service Fees subject to any adjustments
                  necessary for then existing market conditions) shall be
                  submitted for approval to Lessee and Landlord with the
                  applicable Capital Improvement Budget, and shall be deemed
                  approved by the Lessee and Landlord unless a majority of the
                  Independent Directors of AHT affirmatively vote that such
                  Market Service Fees are not market (determined by reference to
                  fees charged by third party providers who are not hotel
                  managers or who are not discounting such fees as result of
                  fees generated from other services) (herein called the
                  "APPROVAL REQUIREMENT"). In the event that the majority of the
                  Independent Directors of AHT affirmatively votes that the
                  Market Service Fees proposed by Manager are not market, the
                  Lessee and Manager agree to engage a consultant reasonably
                  satisfactory to both Lessee and Manager to provide then
                  current market information with respect to the proposed Market
                  Service Fees and a written recommendation as to whether such
                  fees are market or not. If the consultant's recommendation
                  provides that such Market Service Fees as proposed by Manager
                  are market, then the Landlord agrees to pay any consultant
                  fees incurred by such consultant in making the recommendation.
                  If the consultant's recommendation does not support the Market
                  Service Fees as proposed by Manager, then Manager agrees to
                  pay the consultant's fees incurred in connection with the
                  recommendation and agrees to either re-submit Manager's
                  proposed Market Service Fees consistent with the market
                  research and recommendation of the consultant for approval to
                  Lessee and Landlord, or elect by Notice to Lessee and Landlord
                  that Manager will not provide the Project Related Services.

                                   ARTICLE IX
                                    EMPLOYEES

         9.01 EMPLOYEE HIRING. Manager will hire, train, promote, supervise,
direct the work of and discharge all personnel working on the Premises. Manager
shall be the sole judge of the fitness and qualification of such personnel and
is vested with absolute discretion in the hiring, discharging, supervision, and
direction of such personnel during the course of their employment and in the
operation of the Premises.


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<PAGE>

         9.02 COSTS; BENEFIT PLANS. Manager shall fix the employees' terms of
compensation and establish and maintain all policies relating to employment, so
long as they are reasonable and in accordance with the Applicable Standards and
the Annual Operating Budget. Without limiting the foregoing, Manager may,
consistent with the applicable budgets, enroll the employees of the Hotels in
pension, medical and health, life insurance, and similar employee benefit plans
("BENEFIT PLANS") substantially similar to plans reasonably necessary to attract
and retain employees and generally remain competitive. The Benefit Plans may be
joint plans for the benefit of employees at more than one hotel owned, leased or
managed by Manager or Manager Affiliate Entities. Employer contributions to such
plans (including any withdrawal liability incurred upon Termination of this
Agreement) and reasonable administrative fees (but without further markup by
Manager), which Manager may expend in connection therewith, shall be the
responsibility of Lessee and shall be a Deduction. The administrative expenses
of any joint plans will be equitably apportioned by Manager among properties
covered by such plan.

         9.03 MANAGER'S EMPLOYEES. It is expressly understood and agreed that
all such personnel employed at the Hotels, including the Manager's acting
General Managers for each of the Hotels, will be the employees of Manager for
all purposes including, without limitation, federal, state and local tax and
reporting purposes, but the expense incurred in connection therewith will be a
Deduction and for Lessee's account. A General Manager's compensation may be
allocated to other Hotels on a fair and equitable basis if the General Manager
oversees and supervises other Hotel operations. Manager shall use such care when
hiring any employees as may be common to the hospitality business and consistent
with the Manager's standards of operation. Lessee acknowledges and agrees that
Manager, as the employer of all of the Hotels' employees, shall be entitled to
all federal, state and/or local tax credits or benefits allowed to employers
relating to the Hotels' employees including, without limitation, the Work
Opportunity Tax Credit, the Targeted Jobs Tax Credit, and similar tax credits
(provided that Manager shall pay all incremental fees, if applicable, to qualify
for such tax credits). Manager, in accordance with the Annual Operating Budget,
may draw down from Gross Revenues all costs and expenses, of whatever nature,
incurred in connection with such employees, including, but not limited to,
wages, salaries, on-site staff, bonuses, commissions, fringe benefits, employee
benefits, recruitment costs, workmen's compensation and unemployment insurance
premiums, payroll taxes, vacation and sick leave (collectively, "EMPLOYEE COSTS
AND EXPENSES").

         9.04 SPECIAL PROJECTS - CORPORATE EMPLOYEES. The costs, fees,
compensation and other expenses of any persons engaged by Manager to perform
duties of a special nature, directly related to the operation of the Premises,
including, but not limited to, in-house or outside counsel, accountants,
bookkeepers, auditors, employment search firms, marketing and sales firms, and
similar firms of personnel, shall be operating expenses, payable from and
consistent with the Annual Operating Budget and not the responsibility of the
Manager. The costs, fees, compensation and other expenses of those personnel of
Manager assigned to special projects for the Hotels shall also be operating
expenses payable by the Lessee and not the responsibility of Manager. The daily
per diem rate for those personnel shall be based upon the actual costs of
Manager in providing its personnel for such special services or projects,
without mark-up for fee or profit but including salary and employee benefit
costs and costs of equipment used in performing such services, overhead costs,
travel costs and long distance telephone. Such special services shall include,
but not be limited to, those matters which are not included within the


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Ashford TRS Corporation

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<PAGE>

scope of the duties to be performed by Manager hereunder and, if not provided by
Lessee, would involve the Lessee's engagement of a third party to perform such
services; for example, special sales or marketing programs, market reviews,
assistance in opening new food and beverage facilities, legal services,
accounting services, tax services, insurance services, data processing,
engineering personnel, and similar services.

         9.05 TERMINATION. At Termination, subject to SECTION 2.01 above, Lessee
shall reimburse Manager for costs and expenses incurred by Manager which arise
out of either the transfer or termination of Manager's employees at the Hotels,
such as reasonable transfer costs, compensation in lieu of vacation and sick
leave, severance pay (including a reasonable allowance for severance pay for
Executive Employees of the Hotels, the amount of such allowance not to exceed an
amount equal to Manager's then current severance benefits for such terminated
Executive Employees, unless Lessee otherwise approves), unemployment
compensation, employer liability pursuant to the Consolidated Omnibus Budget
Reconciliation Act (COBRA liability) and the Worker Adjustment and Retraining
Notification Act (WARN Act) and other employment liability costs arising out of
the termination of the employment of the Manager's employees at the Premises
(herein collectively called "EMPLOYEE RELATED TERMINATION COSTS"). This
reimbursement obligation shall not apply to any corporate personnel of Manager
assigned to the Hotels for special projects or who perform functions for Manager
at the corporate level. In order to be reimbursable hereunder, any Employee
Related Termination Costs must be pursuant to policies of Manager which shall be
consistent with those of other managers managing similar hotels in similar
markets and geographical locations and which shall be subject to review and
reasonable approval of Lessee from time to time upon Notice from Lessee and
which review and approval shall occur no more than one time during each Fiscal
Year during the term of this Agreement.

         At Termination, an escrow fund shall be established from Gross Revenues
(or, if Gross Revenues are not sufficient, with funds provided by Lessee) to
reimburse Manager for all reimbursable Employee Related Termination Costs.

         9.06 EMPLOYEE USE OF HOTEL. Manager, in its discretion, may (i) provide
lodging for Manager's Executive Employees and corporate staff visiting the
Hotels in connection with the performance of Manager's services hereunder and
allow them the use of the facilities of the Hotels, and (ii) provide the
management of the Hotels with temporary living quarters within the Hotels and
the use of all facilities of the Hotels, in either case at a discounted price or
without charge, as the case may be. Manager shall, on a space available basis,
provide lodging at the Hotels for Lessee's employees, officers and directors
visiting the Hotels and allow them the use of all facilities of the Hotels in
either case without charge, except for recreational facilities for which a
charge will apply.

         9.07 NON-SOLICITATION. During the term of this Agreement and for a
period of two (2) years thereafter, unless an Event of Default by Manager exists
under this Agreement beyond applicable grace or cure periods, or the Agreement
has been terminated as a result of an uncured Event of Default by Manager,
Lessee agrees that it (and its Affiliates) will not, without the prior written
consent of Manager, either directly or indirectly, alone or in conjunction with
any other


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<PAGE>

person or entity, (i) solicit or attempt to solicit any general manager (each a
"GENERAL MANAGER" and, collectively, "GENERAL MANAGERS") of the Hotels or any
other hotels managed by Manager or any of Manager's Executive Employees
(collectively, the General Manager and Executive Employees are herein called the
"KEY EMPLOYEES") to terminate, alter or lessen Key Employees' employment or
affiliation with Manager or to violate the terms of any agreement or
understanding between any such Key Employee and Manager, as the case may be, or
(ii) employ, retain, or contract with any Key Employee.

                                   ARTICLE X
                         BUDGET, STANDARDS AND CONTRACTS

         10.01 ANNUAL OPERATING BUDGET. Not less than forty-five (45) days prior
to the beginning of each Fiscal Year, Manager shall submit to Lessee for each of
the Hotels, a budget (the "ANNUAL OPERATING BUDGET") setting forth in detail an
estimated profit and loss statement for the next twelve (12) Accounting Periods,
or for the balance of the Fiscal Year in the event of a partial first Fiscal
Year, including a schedule of hotel room rentals and other rentals and a
marketing and business plan for each of the Hotels, such budget to be
substantially in the format of EXHIBIT "D" attached hereto.

         10.02 BUDGET APPROVAL. The Annual Operating Budget submitted to Lessee
by Manager shall be subject to the approval of Lessee (such approval not to be
unreasonably withheld). The Annual Operating Budget shall not be deemed accepted
by Lessee in the absence of its express written approval. Not later than thirty
(30) days after receipt by Lessee of a proposed Annual Operating Budget (or such
longer period as Lessee may reasonably request on Notice to Manager), Lessee may
deliver an AOB OBJECTION NOTICE with reasonable detail to the Manager stating
that Lessee objects to any information contained in or omitted from such
proposed Annual Operating Budget and setting forth the nature of such objections
with reasonable specificity. Failure of Lessee to deliver an AOB Objection
Notice shall be deemed rejection of the Manager's proposed Annual Operating
Budget in its entirety. Upon receipt of any AOB Objection Notice, the Manager
shall, after consultation with Lessee, modify the proposed Annual Operating
Budget, taking into account Lessee's objections, and shall resubmit the same to
Lessee for Lessee's approval within fifteen (15) days thereafter, and Lessee may
deliver further AOB Objection Notices (if any) within fifteen (15) days
thereafter (in which event, the re-submission and review process described above
in this sentence shall continue until the proposed Annual Operating Budget in
question is accepted and consented to by Lessee). Notwithstanding anything to
the contrary set forth herein, Lessee shall have the right at any time
subsequent to the acceptance and consent with respect to any Annual Operating
Budget, on Notice to the Manager, to revise such Annual Operating Budget or to
request that the Manager prepare for Lessee's approval a revised Annual
Operating Budget (with the approval of Manager, such approval not to be
unreasonably withheld), taking into account such circumstances as Lessee deems
appropriate; provided, however, that the revision of an Annual Operating Budget
shall not be deemed a revocation of the Manager's authority with respect to such
actions as the Manager may have already taken prior to receipt of such revision
notice in implementing a previously approved budget or plan. Lessee and Manager
acknowledge and agree that the Annual Operating Budgets are merely forecasts of
operating revenues and expenses for an ensuing year and shall be revised, by
agreement of Lessee and Manager, from time to time as


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<PAGE>

business and operating conditions shall demand. However, Manager shall use its
reasonable best efforts to operate the Premises in accordance with the Annual
Operating Budget. The failure of any of the Hotels to perform in accordance with
such Annual Operating Budget shall not constitute a default by Manager of this
Agreement, however, the Lessee has a right to terminate this Agreement with
respect to a Subject Hotel if such Subject Hotel fails to satisfy the
Performance Test as set forth in SECTION 2.03(c) above.

         10.03 OPERATION PENDING APPROVAL. If the Annual Operating Budget (or
any component thereof) has not yet been approved by Lessee prior to any
applicable Fiscal Year, then, until approval of such Annual Operating Budget (or
such component) by Lessee, Manager shall operate the Hotels substantially in
accordance with the prior year's Annual Operating Budget except for (a) those
components of the Annual Operating Budget for the applicable Fiscal Year
approved by Lessee, (b) the Necessary Expenses which shall be paid as required,
(c) the Emergency Expenses which shall be paid as required, and (d) those
expenses that vary in correlation with Gross Revenues and/or occupancy in the
aggregate.

         10.04 BUDGET MEETINGS. At each budget meeting and at any additional
meetings during a Fiscal Year reasonably called by Lessee or Manager, Manager
shall consult with Lessee on matters of policy concerning management, sales,
room rates, wage scales, personnel, general overall operating procedures,
economics and operation and other matters affecting the operation of the Hotels.

                                   ARTICLE XI
                             OPERATING DISTRIBUTIONS

         11.01 MANAGEMENT FEE. As consideration for the services to be rendered
by Manager pursuant to this Agreement as manager and operator of the Premises,
Manager shall be paid the following Base Management Fee and Incentive Management
Fee (as such terms are hereinafter defined), collectively called the "MANAGEMENT
FEE", for each of the Hotels on a property by property basis as follows:

         A.       BASE MANAGEMENT FEE. The base management fee ("BASE MANAGEMENT
                  FEE") shall be equal to the greater of (i) $10,000 (to be
                  increased annually based on any increases in CPI over the
                  preceding annual period), or (ii) three percent (3%) of the
                  Gross Revenues for each Accounting Period, to be paid monthly
                  in arrears. If this Agreement shall commence or expire on
                  other than the first and last day of a calendar month,
                  respectively, the Base Management Fee shall be apportioned
                  based on the actual number of days of service in the month.

         B.       INCENTIVE FEE. The incentive fee (the "INCENTIVE FEE") shall
                  be equal to the lesser of (i) one percent (1%) of Gross
                  Revenues for each Fiscal Year and (ii) the amount by which the
                  actual Gross Operating Profit exceeds the Budgeted GOP
                  determined on a property by property basis ("GOP TEST"). The
                  Incentive Fee shall be payable annually in arrears within
                  ninety (90) days after the end of each Fiscal Year; provided,
                  however, if based on actual operations and revised forecasts
                  from time to time, it is reasonably anticipated that the
                  Incentive Fee is reasonably expected to be earned for such
                  Fiscal Year, Lessee shall reasonably


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<PAGE>

                  consider payment of the Incentive Fee, pro-rata on a quarterly
                  basis, within twenty (20) days following the end of each
                  calendar quarter, subject to final adjustment within ninety
                  (90) days following the end of the Fiscal Year.

         11.02 ACCOUNTING AND INTERIM PAYMENT.

         A.       Manager shall submit monthly, pursuant to SECTION 15.02, an
                  interim accounting to Lessee showing Gross Revenues,
                  Deductions, Gross Operating Profit and Net Operating Income
                  before Debt Service.

         B.       Calculations and payments of the Base Management Fee made with
                  respect to each Accounting Period shall be made on an interim
                  accounting basis and shall be accounted for cumulatively for
                  each Fiscal Year. After the end of each Fiscal Year, Manager
                  shall submit to Lessee an accounting for such Fiscal Year,
                  consistent with SECTION 15.03, which accounting shall be
                  controlling over the interim accountings. Any adjustments
                  required by the Fiscal Year accounting shall be made promptly
                  by the parties.

         C.       The Incentive Fee shall only be calculated and earned based
                  upon the Gross Operating Profit achieving the required GOP
                  Test for any given Fiscal Year or a portion thereof if the
                  period of calculation cannot include the full period from
                  January 1 to December 31.

         D.       If Lessee raises no objection for any reason (excluding fraud)
                  within one (1) year from the receipt of annual accounting
                  statements as provided herein (or for fraud within any
                  applicable statute of limitations period, and if no statute of
                  limitations period exists, then in no event to exceed four (4)
                  years from receipt of annual accounting statements as provided
                  herein), such accounting shall be deemed to have been accepted
                  by Lessee as true and correct, and Lessee shall have no
                  further right to question its accuracy. Manager will provide
                  Lessee profit and loss statements for the current period and
                  year-to-date, including actual, budget and last year
                  comparisons, as required by SECTION 15.03.

                                  ARTICLE XII
                                    INSURANCE

         12.01 INSURANCE. Manager shall coordinate with Lessee, at all times
during any period of development, construction, renovation, furnishing and
equipping of the Premises, the procurement and maintenance in amount and scope
as available and market for the hotel lodging industry for hotels of similar
type and in similar markets and geographical locations as the Hotels, public
liability and indemnity and property insurance with minimum limits of liability
as required by Lessee, the Landlords, any Holder, or Franchisors, if applicable,
to protect Lessee, Landlord, Manager, any Holder, and any Franchisor, if
applicable, against loss or damage arising in connection with the development,
construction, renovation, furnishing and equipping of the Premises (and
pre-opening activities, if applicable), including, without limitation, the
following:


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<PAGE>

                  12.01.1. EXTENDED COVERAGE, BOILER, BUSINESS INTERRUPTION AND
         LIABILITY INSURANCE.

                  (a) Building insurance on the "Special Form" (formerly "All
         Risk" form) (including earthquake and flood in reasonable amounts as
         determined by Lessee) in an amount not less than 100% of the then "FULL
         REPLACEMENT COST" thereof (as defined below) or such other amount which
         is acceptable to Lessee, and personal property insurance on the
         "Special Form" in the full amount of the replacement cost thereof;

                  (b) Insurance for loss or damage (direct and indirect) from
         steam boilers, pressure vessels or similar apparatus, now or hereafter
         installed in the Hotels, in the minimum amount of $5,000,000 or in such
         greater amounts as are then customary or as may be reasonably requested
         by Lessee from time to time;

                  (c) Loss of income insurance on the "Special Form", in the
         amount of one year of the sum of Base Rent plus Percentage Rent (as
         such terms are defined in and as determined pursuant to the Leases) for
         the benefit of Landlords, and business interruption insurance on the
         "Special Form" in the amount of one year of Gross Operating Profit, for
         the benefit of Lessee. All loss of income insurance proceeds shall be
         part of Gross Revenues;

                  (d) Commercial general liability insurance, with amounts not
         less than $1,000,000 combined single limit for each occurrence and
         $2,000,000.00 for the aggregate of all occurrences within each policy
         year, as well as excess liability (umbrella) insurance with limited of
         at least $35,000,000 per occurrence, covering each of the following:
         bodily injury, death, or property damage liability per occurrence,
         personal and advertising injury, general aggregate, products and
         completed operations, and "all risk legal liability" (including liquor
         law or "dram shop" liability if liquor or alcoholic beverages are
         served at the Hotels);

                  (e) Automobile insurance on vehicles operating in conjunction
         with the Hotels with limits of liability of at least $1,000,000.00
         combined, single limit coverage; and

                  (f) Insurance covering such other hazards and in such amounts
         as may be customary for comparable properties in the area of the Hotels
         and is available from insurance companies, insurance pools or other
         appropriate companies authorized to do business in the State where the
         Hotels are located at rates which are economically practicable in
         relation to the risks covered as may be reasonably requested by Lessee
         and otherwise consistent with the costs allocated therefor in the
         Annual Operating Budget.

                  12.01.2. OPERATIONAL INSURANCE.

                  (a) Workers' compensation and employer's liability insurance
         as may be required under Legal Requirements and as Manager may deem
         reasonably prudent covering all of Manager's employees at the Premises,
         with such deductible limits or self-insured retentions as may be
         reasonably established from time to time by Manager;


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<PAGE>

                  (b) Fidelity bonds, with limits and deductibles as may be
         reasonably requested by Lessee, covering Manager's employees in job
         classifications normally bonded under prudent hotel management
         practices in the United States or otherwise required by law; and

                  (c) Such other insurance in amounts as Manager in its
         reasonable judgment deems advisable for its protection against claims,
         liabilities and losses arising out of or connected with its performance
         under this Agreement, and otherwise consistent with the costs allocated
         therefor in the Annual Operating Budget.

         12.02 REPLACEMENT COST. The term "FULL REPLACEMENT COST" as used herein
shall mean the actual replacement cost of the Hotels requiring replacement from
time to time including an increased cost of construction endorsement, if
available, and the cost of debris removal. In the event either party to this
Agreement believes that full replacement cost (the then-replacement cost less
such exclusions) has increased or decreased at any time during the Term, it
shall have the right to have such full replacement cost re-determined.

         12.03 INCREASE IN LIMITS. If either party to this Agreement at any time
deems the limits of the personal injury or property damage under the
comprehensive commercial general liability insurance then carried to be either
excessive or insufficient, such parties shall endeavor in good faith to agree on
the proper and reasonable limits for such insurance to be carried and such
insurance shall thereafter be carried with the limits thus agreed on until
further change pursuant to the provisions of this Section.

         12.04 BLANKET POLICY. Notwithstanding anything to the contrary
contained in this ARTICLE XII, Manager may include the insurance required
hereunder within the coverage of a so-called blanket policy or policies of
insurance carried and maintained by Manager; provided, however, that the
coverage afforded to the parties as required herein will not be reduced or
diminished or otherwise be different from that which would exist under a
separate policy meeting all other requirements of this Agreement by reason of
the use of such blanket policy of insurance, and provided further that the
requirements of this ARTICLE XII are otherwise satisfied.

         12.05 COSTS AND EXPENSES. Insurance premiums and any costs or expenses
with respect to the insurance, including, without limitation, agent's and
consultant's costs used to place insurance or adjust claims, shall be
Deductions. Premiums on policies for more than one year shall be charged
pro-rata against Gross Revenues over the period of the policies and to the
extent, through blanket policies, cover other hotels managed by Manager or owned
by Lessee or any of its Affiliates, shall be allocated based on rooms, number of
employees, values or other methods as determined to be reasonable by Manager and
Lessee. Any reserves, losses, costs, damages or expenses which are uninsured,
self-insured, or fall within deductible limits shall be treated as a cost of
insurance and shall be Deductions, subject to ARTICLE XXV.

         12.06 POLICIES AND ENDORSEMENTS.

         A.       Where permitted, all insurance provided for under this ARTICLE
                  XII shall name Lessee as insured, and Manager, any Holder, the
                  Landlords, and, if required, the Franchisors, as additional
                  insureds. The party procuring such insurance shall


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<PAGE>

                  deliver to the other party certificates of insurance with
                  respect to all policies so procured, including existing,
                  additional and renewal policies and, in the event of insurance
                  about to expire, shall deliver certificates of insurance with
                  respect to the renewal policies not less than ten (10) days
                  prior to the respective dates of expiration.

         B.       All policies of insurance provided for under this ARTICLE XII
                  shall, to the extent obtainable, be with insurance companies
                  licensed or authorized to do business in the state in which
                  the Premises are located, with a minimum rating of A or better
                  in the Best's Insurance Guide and an S&P rating of at least
                  A+V (or such higher rating if so required by any Holder,
                  Landlord or Franchisor), and shall have attached thereto an
                  endorsement that such policy shall not be cancelled or
                  materially changed without at least thirty (30) days' (and for
                  Texas Hotels, ten (10) days') prior written notice to Lessee.
                  All insurance policies obtained pursuant to this ARTICLE XII
                  shall contain a standard waiver of subrogation endorsement.

         12.07 TERMINATION. Upon Termination of this Agreement, an escrow fund
in an amount reasonably acceptable to Manager shall be established from Gross
Revenues (or, if Gross Revenues are not sufficient, with funds provided by
Lessee) to cover the amount of any costs which, in Manager's reasonable business
judgment, will likely need to be paid by either Lessee or Manager with respect
to pending or contingent claims, including those which arise after Termination
for causes arising during the Term of this Agreement. Upon the final disposition
of all such pending or contingent claims, any unexpended funds remaining in such
escrow shall be paid to Lessee.

                                  ARTICLE XIII
                             TAXES AND DEBT SERVICE

         13.01 TAXES.

                  (a) All real estate and ad valorem property taxes, assessments
         and similar charges on or relating to the Premises during the Term of
         this Agreement shall be paid by Manager, on behalf of Lessee, before
         any fine, penalty, or interest is added thereto or lien placed upon the
         Premises, unless payment thereof is stayed. All such payments shall be
         reserved and paid from Gross Revenues and treated as Deductions in
         determining Net Operating Income. Gross Revenues reserved for such
         purposes shall be placed in an escrow account or accounts established
         pursuant to the requirements of any applicable Holder. Interest earned
         in said account attributable to funds deposited pursuant to this
         Agreement shall be added to such reserve, thereby reducing the amount
         required to be placed in the account from Gross Revenues.

                  (b) Notwithstanding the foregoing, upon Lessee's request,
         Manager shall, as a Deduction, contest the validity or the amount of
         any such tax or assessment. Lessee agrees to cooperate with Manager and
         execute any documents or pleadings required for such purpose, provided
         that Lessee is satisfied that the facts set forth in such documents or
         pleadings are accurate and that such execution or cooperation does not
         impose any


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<PAGE>

         unreasonable obligations on Lessee, and Lessee agrees to reimburse
         Manager as a Deduction for all expenses occasioned to Manager by any
         such contest, provided that such expenses shall be approved by Lessee
         prior to the time that they are incurred.

         13.02 DEBT SERVICE; GROUND LEASE PAYMENTS. In the event of a Hotel
Mortgage and/or Ground Lease and upon direction of Lessee, Manager shall
establish an account (the "PROPERTY SERVICE ACCOUNT") to pay Debt Service and/or
Ground Lease Payments in such periodic payments as required by any applicable
Holder under any applicable Hotel Mortgage and/or landlord under any Ground
Lease. The Property Service Account shall be funded by Landlord under the Lease
from funds paid by Landlord to Lessee. In the event sufficient funds are
unavailable for the payment of Debt Service and/or Ground Lease Payments from
the Property Service Account, then Manager shall notify Lessee in writing of
such insufficiency who shall in turn advise the Landlord under the applicable
Lease to replenish the Property Service Account to provide funds for payment of
Debt Service and/or Ground Lease Payments.

                                  ARTICLE XIV
                                  BANK ACCOUNTS

         All funds made available to Manager by Lessee for operations of the
Premises, exclusive of those amounts described in ARTICLE VIII, shall be
deposited into a banking checking account or accounts to be established in the
name of Lessee (the "OPERATING ACCOUNT"), consistent with the requirements of
any Cash Management Agreements, if any. The Operating Account shall be interest
bearing when possible. Subject to the limitation of Manager's authority set
forth herein, both Manager and Lessee shall be authorized to withdraw funds from
said Operating Account, except that Lessee may withdraw funds from said account
only if an Event of Default by Manager has occurred under this Agreement or an
event has occurred that with the passage of time might be an Event of Default by
Manager. Prior to any such withdrawal by Lessee, Lessee shall provide Notice of
same to Manager, and Manager shall not be liable to Lessee for any checks
written by Manager for operating expenses which are returned due to insufficient
funds caused by such Lessee withdrawal. From time to time both Manager and
Lessee shall designate signatory parties on such account and shall provide
written notice of such designation or change in designation to the other party,
and the signatures of such persons shall be formally and expressly recognized by
the bank in which such account or accounts are maintained. The bank or banks to
be utilized shall be selected and approved by Lessee and Manager. All monies
received shall be deposited in, including, but not limited to, Gross Revenues,
and expenses paid, including, but not limited to, Deductions, shall be paid from
such bank checking account(s) except that Manager shall have the right to
maintain payroll and petty cash funds and to make payments therefrom as the same
are customary and utilized in the lodging business. Such funds shall not be
commingled with Manager's funds. Lessee shall have the right, at its expense, to
audit said account or accounts at any reasonable time.

         Manager may establish one or more separate bank accounts for handling
payroll costs in the name of Lessee. Such accounts shall be in a bank selected
by Manager and approved by Lessee, and shall be handled exclusively by the
individuals designated by Manager and approved in writing by Lessee. Funds shall
be deposited in the payroll account or accounts from the Operating Account, as
needed, in order to meet payroll requirements.


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<PAGE>

         Until otherwise prescribed by Lessee in writing, the Operating Account
shall be under the control of Manager, without prejudice, however, to Manager's
obligation to account to Lessee as and when provided herein. All receipts and
income, including without limitation, Gross Revenues shall be promptly deposited
in the Operating Account. Checks or other documents of withdrawal shall be
signed only by the individual representatives of Manager approved in writing by
Lessee and duly recognized for such purpose by the bank or banks in which the
referenced accounts are maintained. Manager shall supply Lessee with fidelity
bonds or other insurance insuring the fidelity of authorized signatories to such
accounts, unless said bonds or other insurance shall have been placed by Lessee
and delivered directly by the bonding or insurance company to Lessee. The cost
of such fidelity bonds or other insurance shall be a Deduction, at Lessee's
expense, and subject to Lessee's approval. Neither Lessee nor Manager shall be
responsible for any losses occasioned by the failure or insolvency of the bank
or banks in which the referenced accounts are maintained. Upon expiration or
termination of this Agreement and the payment to Manager of all amounts due
Manager hereunder upon such expiration or termination, as provided in this
Agreement, all remaining amounts in the referenced accounts shall be transferred
forthwith to Lessee, or made freely available to Lessee.

         Manager shall not be required to advance funds, and Manager shall not
be obligated to incur any liability or obligation for Lessee's account, without
assurance that necessary funds for the discharge thereof will be provided by
Lessee.

         All reserve accounts established pursuant to this Agreement shall be
placed in segregated interest-bearing accounts in the name of Lessee which
interest shall be added to such reserve and serve to reduce the amount required
to be placed in such reserve account.

                                   ARTICLE XV
                                ACCOUNTING SYSTEM

         15.01 BOOKS AND RECORDS. Manager shall maintain an adequate and
separate accounting system in connection with its management and operation of
the Premises. The books and records shall be kept in accordance with GAAP and
the Uniform System of Accounts (to the extent consistent with GAAP) and shall be
maintained at all times either on the Premises, at the principal office of the
Manager, or in storage, for at least three (3) years after the Fiscal Year to
which the books and records relate. Lessee, the beneficial owners of Lessee, the
Landlords (to the extent permitted under the Leases), any Holder (to the extent
permitted under the Hotel Mortgage), any Franchisor (to the extent permitted
under any applicable Franchise Agreement), or their respective employees or duly
authorized agents, shall have the right and privilege of examining and
inspecting the books and records at any reasonable time. Upon termination of
this Agreement, all such books and records shall be turned over to Lessee so as
to insure the orderly continuance of the operation of the Hotels; provided
however, that all such books and records thereafter shall be available to
Manager at the Hotels at all reasonable times for inspection, audit, examination
and copying for a period of three (3) years.

         15.02 MONTHLY FINANCIAL STATEMENTS. Within twenty-five (25) days
following each Accounting Period, Manager shall furnish Lessee with respect to
each of the Hotels an accrual basis balance sheet on Manager's standard format
in reasonable detail, together with a reasonably detailed accrual basis profit
and loss statement for the calendar month next preceding


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Ashford TRS Corporation

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<PAGE>

and with a cumulative calendar year accrual basis profit and loss statement to
date, including a comparison to the Annual Operating Budget and the Capital
Improvements Budget and a statement of cash flows for each monthly and
cumulative period for which a profit and loss statement is prepared. Further,
from time to time as reasonably requested by Lessee, Manager shall provide a
statement of bank account balances, an allocation to reserve accounts, a sources
and uses statement, a narrative discussing any of the aforementioned reports and
material variances from the Annual Operating Budget and the Capital Improvements
Budget, such other reports and financial statements as Lessee may reasonably
request and as are customarily provided by managers of similar hotel properties
in the area of the Hotels without Manager receiving additional fees to provide
same.

         15.03 ANNUAL FINANCIAL STATEMENTS. Within forty-five (45) days after
the end of each Fiscal Year, Manager shall furnish to Lessee year-end financial
statements for the Hotels (including a balance sheet, income statement and
statement of sources and uses of funds) which statements shall be unaudited and
shall be prepared in accordance with GAAP and the Uniform System of Accounts (to
the extent consistent with GAAP). Lessee will engage an independent national
certified public accounting firm with hospitality experience and reasonably
acceptable to Lessee to provide audited annual financial statements. Manager
shall cooperate in all respects with such accountant in the preparation of such
statements, including the delivery of any financial information generated by
Manager pursuant to the terms of this Agreement and reasonably required by the
Lessee's accountant to prepare such audited financial statements.

                                  ARTICLE XVI
                                PAYMENT BY LESSEE

         16.01 PAYMENT OF BASE MANAGEMENT FEE. On the fifth (5th) day of each
month during the term of this Agreement, Manager shall be paid out of the
Operating Account, the Base Management Fee for the preceding Accounting Period,
as determined from the books and records referred to in ARTICLE XV.

         16.02 DISTRIBUTIONS. Subject to retention of Reasonable Working Capital
(including any amounts as required by the Capital Improvement Budget) and
retention of such reserves as may be required under any Hotel Mortgage and/or
Ground Lease, as applicable, Manager shall deliver to Lessee from the Operating
Account, any excess Working Capital for the preceding Accounting Period on the
25th day of the following month, and such amounts of Lessee's money in the
possession or under the control of Manager as Lessee shall from time to time
request. For purposes of this Article "REASONABLE WORKING CAPITAL" shall mean an
amount reasonably determined by Manager at the same time as the monthly
financial statements are prepared pursuant to SECTION 15.02 hereof, but in no
event to exceed a sum equal to a ratio of current assets to current liabilities
of 2:1 (but excluding from such calculation cash restricted or unavailable under
any Cash Management Agreement).

         16.03 PAYMENT OPTION. Management Fees shall be paid in cash, except
that subject to the requirements of SECTION 5.02.6 and SECTION 28.08 Manager may
request, no later than thirty (30) days prior to the payment due date, by Notice
to Lessee (such request to be subject to the approval of a majority of the
Independent Directors of AHT, in their sole discretion, and to any applicable
restrictions of a national securities exchange (including NASDAQ NMS and


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<PAGE>

NASDAQ Small Cap) and to federal and state securities laws), payment of up to
one-third (1/3rd) of its Base Management Fee and up to one hundred percent
(100%) of its Incentive Fee, in the form of shares of common stock of AHT priced
at the "Strike Price," or in the form of stock options priced in accordance with
the "Black-Scholes Model" (the "PAYMENT OPTION REQUEST"), as follows:

         A.       COMMON STOCK AT "STRIKE PRICE". The number of shares of common
                  stock of AHT to be issued in lieu of the applicable Base
                  Management Fees and/or Incentive Fee as noted in the Payment
                  Option Request (the "DESIGNATED FEES") shall be based upon the
                  "Strike Price" of such common stock determined as follows: The
                  term "STRIKE PRICE" shall be and mean the amount obtained
                  (rounded upward to the next highest cent) by determining the
                  simple average of the daily closing price of the common stock
                  of AHT for the twenty (20) trading days ending on the last
                  trading day of the calendar week immediately preceding the
                  applicable payment due date on the New York Stock Exchange or,
                  if the shares of such common stock are not then being traded
                  on the New York Stock Exchange, then on the principal stock
                  exchange (including without limitation NASDAQ NMS or NASDAQ
                  Small Cap) on which such common stock is then listed or
                  admitted to trading as determined by AHT or, if such common
                  stock is not then so listed or admitted to trading the average
                  of the last reported closing bid and asked prices on such days
                  in the over-the-counter market or, if no such prices are
                  available, the fair market value per share of such common
                  stock, as determined by a majority of the Independent
                  Directors of AHT in their sole discretion. The Strike Price
                  shall not be subject to any adjustment as a result of the
                  issuance of any additional shares of common stock by AHT for
                  any purpose, except for stock splits (whether accomplished by
                  stock dividends or otherwise) or reverse stock splits
                  occurring during the 20 trading days referenced in the
                  calculation of the Strike Price. Upon determination of the
                  Strike Price for such common stock (and provided payment in
                  the form of common stock has been approved by the board of
                  directors of AHT), AHT agrees to issue to Manager the number
                  of shares of common stock in AHT determined by dividing the
                  Designated Fees by the Strike Price per share of common stock,
                  and any balance remaining shall be paid to Manager in cash.

         B.       OPTIONS BASED ON BLACK-SCHOLES MODEL. The number of stock
                  options to be issued in lieu of the Designated Fees shall be
                  based upon the "Black-Scholes Model" as follows: The term
                  "BLACK-SCHOLES MODEL" means the Black-Scholes model for
                  valuing the "fair value" of an option calculated based on
                  historical data and calculated probabilities of future stock
                  prices, reasonably applied. Upon determination of the value of
                  an option on the date such options are to be issued, as
                  determined using the Black-Scholes Model (the "BLACK-SCHOLES
                  AMOUNT"), provided payment in the form of options has been
                  approved by the board of directors of AHT, AHT agrees to issue
                  to Manager the number of options for common stock of AHT
                  determined by dividing the Designated Fees by the
                  Black-Scholes Amount per option, and any balance remaining
                  shall be paid to Manager in cash. The "Strike Price" for any
                  option (which must be exercised within ten


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Ashford TRS Corporation

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<PAGE>

                  (10) years of issuance), shall have the meaning of the term
                  "Strike Price" as used in subparagraph A above.

                                  ARTICLE XVII
                           RELATIONSHIP AND AUTHORITY

         Lessee and Manager shall not be construed as partners, joint venturers
or as members of a joint enterprise and neither shall have the power to bind or
obligate the other except as set forth in this Agreement. Nevertheless, Manager
is granted such authority and power as may be reasonably necessary for it to
carry out the provisions of this Agreement. This Agreement, either alone or in
conjunction with any other documents, shall not be deemed to constitute a lease
of any portion of the Premises. Nothing contained herein shall prohibit or
restrict Manager or any affiliate of Manager from operating, owning, managing,
leasing or constructing any hotel of any nature or description which may in any
manner compete with that of the Premises, except as otherwise set forth in the
Mutual Exclusivity Agreement; provided that Manager agrees to comply with the
conflicts policies of AHT. Except as otherwise expressly provided in this
Agreement, (a) all debts and liabilities to third persons incurred by Manager in
the course of its operation and management of the Hotels in accordance with the
provisions of this Agreement shall be the debts and liabilities of Lessee only,
and (b) Manager shall not be liable for any such obligations by reason of its
management, supervision, direction and operation of the Hotels as agent for
Lessee. Manager may so inform third parties with whom it deals on behalf of
Lessee and may take any other reasonable steps to carry out the intent of this
paragraph.

                                 ARTICLE XVIII
                     DAMAGE, CONDEMNATION AND FORCE MAJEURE

         18.01 DAMAGE AND REPAIR. If, during the Term hereof, a Hotel is damaged
or destroyed by fire, casualty, or other cause, Lessee shall, subject to the
requirements of the applicable underlying Lease, repair or replace the damaged
or destroyed portion of the Hotel to the same condition as existed previously.
In the event the underlying Lease relating to such damaged Hotel is terminated
pursuant to the provisions of such Lease, Lessee may terminate this Agreement
with respect to such Hotel upon sixty (60) days' Notice from the date of such
damage or destruction, in which case this Agreement shall then terminate with
respect to such Hotel sixty (60) days from the date of such notice and neither
party shall have any further rights, obligations, liabilities or remedies one to
the other hereunder with respect to such Hotel, except as otherwise provided in
ARTICLE II (provided that no termination fees shall be payable by Lessee
pursuant to ARTICLE II) and SECTION 18.04. If this Agreement remains in effect
with respect to such damaged Hotel and the damage does not result in a reduction
of Gross Revenues at such Hotel, the Management Fee will be unabated. If
however, this Agreement remain in effect with respect to such Hotel, but the
damage does result in a reduction of Gross Revenues at such Hotel, Lessee shall
be entitled to partial, pro rata abatement with respect to the Management Fee
until such time as such Hotel is restored.

         18.02 CONDEMNATION.

         A.       In the event all or substantially all of a Hotel shall be
                  taken in any eminent domain, condemnation, compulsory
                  acquisition, or similar proceeding by any


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<PAGE>

                  competent authority for any public or quasi-public use or
                  purpose, this Agreement shall terminate with respect to such
                  Hotel, subject to the requirements of the applicable
                  underlying Lease. However, in any event of such termination,
                  Lessee shall give Manager at least fifteen (15) days prior
                  Notice of such termination. In the event of such termination,
                  neither party shall have any further rights, remedies,
                  obligations or liabilities one to the other hereunder with
                  respect to such Hotel except as otherwise provided in ARTICLE
                  II above (provided that no termination fees shall be payable
                  by Lessee pursuant to ARTICLE II).

         B.       If a portion of the Premises shall be taken by the events
                  described in SECTION 18.02A or the entire Premises
                  are temporarily affected, the result of either
                  of which is not to make it, in the reasonable business
                  judgment of Lessee, unreasonable to continue to operate the
                  applicable Hotel, subject to the requirements of the
                  applicable underlying Lease, this Agreement shall not
                  terminate with respect to such Hotel. However, so much of any
                  award for any such partial taking or condemnation shall be
                  made available to the extent necessary to render the
                  applicable Premises equivalent to its condition prior to such
                  event and the balance shall be paid to Lessee or the Holder,
                  if required by any Hotel Mortgage covering the Premises.

         18.03 FORCE MAJEURE. If an event of Force Majeure directly involves a
Hotel and has a significant adverse effect upon the continued operations of such
Hotel, then Lessee shall be entitled to terminate this Agreement with respect to
the applicable Hotel by written Notice within sixty (60) days from the date of
such Force Majeure, and this Agreement shall then terminate with respect to the
applicable Hotel sixty (60) days from such notice, in which event neither Lessee
nor Manager shall have any further rights, remedies, obligations or liabilities,
one to the other, hereunder, with respect to the applicable Premises except as
otherwise provided in ARTICLE II (provided that no termination fees shall be
payable by Lessee pursuant to ARTICLE II).

         18.04 LIQUIDATED DAMAGES IF CASUALTY.

         A.       CASUALTY OF INITIAL HOTEL. Notwithstanding anything contained
                  in this Agreement to the contrary, if any of the Initial
                  Hotels is damaged due to a casualty as set forth in SECTION
                  18.01 hereof, and Lessee elects, for any reason, not to
                  rebuild the applicable Initial Hotel, Lessee agrees to pay to
                  Manager (provided there does not then exist an Event of
                  Default by Manager under this Agreement, beyond any applicable
                  grace and cure periods), a termination fee as liquidated
                  damages and not as a penalty in an amount as if such Initial
                  Hotel was being sold, as set forth in SECTION 2.03(a)(II)
                  above.

         B.       CASUALTY OF A FUTURE HOTEL. Notwithstanding anything contained
                  in this Agreement to the contrary, if any of the Future Hotels
                  is damaged pursuant to a casualty as set forth in SECTION
                  18.01 hereof within the first year of the initial 10-year term
                  for such hotel, and Lessee elects, for any reason, not to
                  rebuild such Future Hotel, Lessee agrees to pay Manager
                  (provided there does not then exist an Event of Default by
                  Manager beyond any applicable cure periods), a termination
                  fee, if any, that would be owed if such hotel were then sold,
                  as set forth in SECTION


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Ashford TRS Corporation

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<PAGE>

                  2.03(a)(i) above. However, if after the first year of the
                  initial 10-year term for a Future Hotel, such hotel is damaged
                  and Lessee elects not to rebuild such hotel even though
                  sufficient casualty proceeds are available to do so, then
                  Lessee will pay to Manager a termination fee (provided there
                  does not then exist an Event of Default by Manager beyond any
                  applicable cure periods), equal to the product obtained by
                  multiplying (i) 65% of the aggregate Base Management Fee and
                  Incentive Fee estimated to be paid Manager budgeted in the
                  Annual Operating Budget applicable to such Future Hotel (but
                  in no event less than the Base Management Fee and Incentive
                  Fee for the preceding full Fiscal Year) by (ii) nine (9).

         Payment of the termination fees set forth in this SECTION 18.04 shall
be subject to SECTION 2.03(d) above with respect to liquidated damages.

         18.05 NO LIQUIDATED DAMAGES IF CONDEMNATION OR FORCE MAJEURE. No
liquidated damages shall be payable in the event of a condemnation relating to
any of the Hotels, provided that Manager shall be entitled to seek recovery from
the condemning authority for its loss of contract and this Agreement shall not
terminate for that purpose. No liquidated damages shall be payable by Lessee as
a result of its termination of this Agreement pursuant to SECTION 18.03 (Force
Majeure).

                                  ARTICLE XIX
                             DEFAULT AND TERMINATION

         19.01 EVENTS OF DEFAULT. The following shall constitute events of
default (each an "EVENT OF DEFAULT"):

         A.       The filing of a voluntary petition in bankruptcy or insolvency
                  or a petition for reorganization under any bankruptcy law by
                  Lessee or Manager;

         B.       The consent to any involuntary petition in bankruptcy or the
                  failure to vacate, within ninety (90) days from the date of
                  entry thereof, any order approving an involuntary petition by
                  Lessee or Manager;

         C.       The entering of an order, judgment or decree by any court of
                  competent jurisdiction, on the application of a creditor,
                  adjudicating Lessee or Manager as bankrupt or insolvent, or
                  approving a petition seeking reorganization or appointing a
                  receiver, trustee, or liquidator of all or a substantial part
                  of such party's assets, and such order, judgment or decree
                  continues unstayed and in effect for any period of ninety (90)
                  days or more;

         D.       The appointment of a receiver for all or any substantial
                  portion of the property of Lessee or Manager;

         E.       The failure of Lessee or Manager to make any payment required
                  to be made in accordance with the terms of this Agreement
                  within ten (10) days after receipt of


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<PAGE>

                  Notice, specifying said default with reasonable specificity,
                  when such payment is due and payable; or

         F.       The failure of Lessee or Manager to perform, keep or fulfill
                  any of the other covenants, undertakings, obligations or
                  conditions set forth in this Agreement, and the continuance of
                  such default for a period of thirty (30) days after written
                  notice of said failure; provided, however, if such default
                  cannot be cured within such thirty (30) day period and Lessee
                  or Manager, as the case may be, commences to cure such default
                  within such thirty (30) day period and thereafter diligently
                  and expeditiously proceeds to cure the same, such thirty (30)
                  day period shall be extended so long as it shall require
                  Lessee or Manager, as the case may be, in the exercise of due
                  diligence to cure such default, it being agreed that no such
                  extension (including the original 30 day cure period) shall be
                  for a period in excess of one hundred twenty (120) days.

         G.       The Manager does not qualify as an Eligible Independent
                  Contractor.

         19.02 CONSEQUENCE OF DEFAULT. Upon the occurrence of any Event of
Default, the non-defaulting party may give the defaulting party Notice of
intention to terminate this Agreement (after the expiration of any applicable
grace or cure period provided in SECTION 19.01), and upon the expiration of
thirty (30) days from the date of such notice, this Agreement shall terminate,
whereupon the non-defaulting party shall be entitled to pursue all of its rights
and remedies, at law or in equity, under this Agreement (including, without
limitation, any indemnity obligations which shall survive termination of this
Agreement) and any other rights and remedies available under Legal Requirements
except as otherwise expressly limited by the terms of ARTICLE II.
Notwithstanding the foregoing, in the event that an Event of Default is
applicable to one or more of the Hotels but not all of the Hotels, such
termination shall only be as to such applicable Hotel(s).

                                   ARTICLE XX
                              WAIVER AND INVALIDITY

         20.01 WAIVER. The failure of either party to insist upon a strict
performance of any of the terms or provisions of this Agreement or to exercise
any option, right or remedy herein contained, shall not be construed as a waiver
or as a relinquishment for the future of such term, provision, option, right or
remedy, but the same shall continue and remain in full force and effect. No
waiver by either party of any term or provision hereof shall be deemed to have
been made unless expressed in writing and signed by such party.

         20.02 PARTIAL INVALIDITY. In the event that any portion of this
Agreement shall be declared invalid by order, decree or judgment of a court,
this Agreement shall be construed as if such portion had not been inserted
herein except when such construction would operate as an undue hardship on the
Manager or Lessee or constitute a substantial deviation from the general intent
and purpose of said parties as reflected in this Agreement, in which event it
shall be terminated.


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<PAGE>

                                  ARTICLE XXI
                                   ASSIGNMENT

         Subject to the requirements of any Hotel Mortgage, Franchise Agreement,
Ground Lease or any of the Leases, neither party shall assign or transfer (by
operation of law or otherwise) or permit the assignment or transfer of this
Agreement without the prior written consent of the other (which may be withheld
in its sole discretion) and any such prohibited assignment or transfer shall be
null and void; provided, however, that Manager shall have the right, without
such consent, to assign its interest in this Agreement to any "Manager Affiliate
Entity", provided such Manager Affiliate Entity qualifies as an Eligible
Independent Contractor as of the date of such transfer. The term "MANAGER
AFFILIATE ENTITY" shall mean any entity controlled directly or indirectly by (i)
Archie Bennett, Jr. and/or Monty Bennett, (ii) family partnerships or trusts
(the sole members or beneficiaries of which are at all times lineal descendants
of Archie Bennett, Jr. or Monty Bennett (including step-children) and spouses of
any of the foregoing), or (iii) by lineal descendants of Archie Bennett, Jr. or
Monty Bennett (including step-children) and spouses of any of the foregoing. For
purposes hereof, "controlled" shall mean (i) the possession, directly or
indirectly of a majority of the voting power and capital stock or ownership
interest of such entity, or (ii) the power to direct or cause the direction of
the management and policies of such entity in the capacity of chief executive
officer, president, chairman, or other similar capacity where they are actively
engaged and/or involved in providing such direction or control and spend a
substantial amount of time managing such entity. Any such permitted assignee
shall be deemed to be the Manager for purposes of this Agreement provided such
assignee assumes all of Manager's future obligations under this Agreement
pursuant to an assumption agreement reasonably acceptable to Lessee. Any and all
such assignments, however, shall at all times be subject to the prior right,
title and interest of Lessee with respect to the Premises. An assignment by
Manager or any permitted assignee of its interest in this Agreement, shall not
relieve Manager or any such permitted assignee, as the case may be, from their
respective obligations under this Agreement, and shall inure to the benefit of,
and be binding upon, their permitted successors and assigns. For purposes of
this ARTICLE XXI any change in the ownership of the Manager or other event that
would cause the Manager to fail to be a Manager Affiliate Entity shall be deemed
to be a transfer of this Agreement, prohibited by this ARTICLE XXI unless first
consented to in writing by Lessee.

                                  ARTICLE XXII
                                     NOTICES

         All notices, demands, elections, or other communications that any party
this Agreement may desire or be required to be given hereunder shall be in
writing and shall be given by hand, by depositing the same in the United States
mail, first class, postage prepaid, certified mail, return receipt requested, or
by a recognized overnight courier service providing confirmation of delivery, to
the addresses set forth below, or at such address as may be designated by the
addressee upon written notice to the other party, (herein called "NOTICE").


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<PAGE>

                To Lessee:          Ashford TRS Corporation
                                    14180 Dallas Parkway, Suite 700
                                    Dallas, Texas 75254
                                    Attn:  Chief Financial Officer
                                    Fax: (972) 490-9605

                With a copy to:     Ashford  Hospitality Limited Partnership
                                    14180 Dallas Parkway, Suite 700
                                    Dallas, Texas 75254
                                    Attn:  General Counsel
                                    Fax: (972) 490-9605

                To Manager:         Remington Lodging & Hospitality L.P.
                                    14180 Dallas Parkway, Suite 900
                                    Dallas, Texas  75240
                                    Attn:  Monty Bennett
                                    Fax: (972) 980-2705

                With a copy to:     Remington Lodging & Hospitality L.P.
                                    14180 Dallas Parkway, Suite 700
                                    Dallas, Texas  75240
                                    Attn:  Legal Department
                                    Fax: (972) 490-9605

                To the Landlords:   c/o Ashford  Hospitality Limited Partnership
                                    14180 Dallas Parkway, Suite 700
                                    Dallas, Texas 75254
                                    Attn:  General Counsel
                                    Fax: (972) 490-9605

         All notices given pursuant to this ARTICLE XXII shall be deemed to have
been given (i) if delivered by hand on the date of delivery or on the date that
delivery was refused by the addressee, or (ii) if delivered by certified mail or
by overnight courier, on the date of delivery as established by the return
receipt or courier service confirmation (or the date on which the return receipt
or courier service confirms that acceptance of delivery was refused by the
addressee).

                                 ARTICLE XXIII
                         SUBORDINATION; NON-DISTURBANCE

         23.01 SUBORDINATION. This Agreement shall be subject and subordinate to
any Hotel Mortgage and Lease, and Manager agrees to enter into a lender-manager
or landlord-manager (as applicable) agreement with respect to each Hotel, which
agreement shall contain reasonable provisions, including, without limitation,
Manager's acknowledgment that its real estate interest in and to the applicable
Hotel, if any, created by this Agreement is subject and subordinate to the
applicable Hotel Mortgage or Lease, including providing any purchaser of such
Hotel at a foreclosure sale or deed-in-lieu of foreclosure, including the
Holder, with the right to terminate this Agreement with respect to the
applicable Hotel; provided, however, in no event will


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<PAGE>

Manager agree to subordinate or waive its right to receive fees, reimbursements
or indemnification payments under this Agreement arising prior to termination
(but (a) if this Agreement is terminated by the Holder or such purchaser or
Landlord (or its assignee) with respect to such Hotel, Manager shall not look to
the Holder for payment of such fees, reimbursements or indemnification payments
and Manager's right to receive such fees, reimbursements or indemnification
payments shall be subordinated to the Holder's rights and (b) if this Agreement
is not terminated by the Holder or such purchaser with respect to such Hotel,
then such fees, reimbursements or indemnification payments shall be payable by
the Holder or such purchaser). Notwithstanding the foregoing, Manager shall in
no event be obligated to perform its duties hereunder without payment and/or
reasonable assurance of payment of such fees, reimbursements or indemnification
payments.

         23.02 NON-DISTURBANCE AGREEMENT. Notwithstanding SECTION 23.01, Lessee
agrees that, prior to obtaining any Hotel Mortgage or executing any Lease,
Lessee will use its commercially reasonable efforts to obtain from each
prospective Holder or Landlord (as applicable), a Non-Disturbance Agreement
pursuant to which Manager's rights under this Agreement will not be disturbed as
a result of a default stemming from non-monetary factors which (i) relate to
Lessee and do not relate solely to the applicable Hotel, and (ii) are not
defaults by Manager under SECTION 19.01 of this Agreement. If Lessee desires to
obtain a Hotel Mortgage or to execute a Lease, Manager, on written request from
Lessee, shall promptly identify those provisions in the proposed Hotel Mortgage
or Lease documents which fall within the categories described in clauses (i) and
(ii) above, and Manager shall otherwise assist in expediting the preparation of
an agreement between the prospective Holder and/or Landlord and Manager which
will implement the provisions of this SECTION 23.02.

                                  ARTICLE XXIV
                    PROPRIETARY MARKS; INTELLECTUAL PROPERTY

         24.01 PROPRIETARY MARKS. During the Term of this Agreement, the name
"Remington," whether used alone or in connection with other another word(s), and
all proprietary marks (being all present and future trademarks, trade names,
symbols, logos, insignia, service marks, and the like) of Manager or any one of
its Manager Affiliate Entities, whether or not registered ("PROPRIETARY MARKS")
shall in all events remain the exclusive property of Manager and its Manager
Affiliate Entities. Lessee shall have no right to use any Proprietary Mark,
except during the term of this Agreement to have signage installed using any
Proprietary Mark in conformance with the specifications provided by Manager.
Upon Termination, any use of a Proprietary Mark by Lessee under this Agreement
shall immediately cease. Upon Termination, Manager shall have the option to
purchase, at their then book value, any items of the applicable Hotel's
Inventories and Fixed Asset Supplies as may be marked with a Proprietary Mark.
In the event Manager does not exercise such option, Lessee agrees that it will
use any such items not so purchased exclusively in connection with Hotels until
they are consumed.

         24.02 COMPUTER SOFTWARE AND EQUIPMENT. All "SOFTWARE" (meaning all
computer software and accompanying documentation, other than software which is
commercially available, which are used by Manager in connection with the
property management system, any reservation system and all future electronic
systems developed by Manager for use in the Hotels)



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<PAGE>

is and shall remain the exclusive property of Manager or any one of its Manager
Affiliate Entities (or the licensor of such Software, as the case may be), and
Lessee shall have no right to use, or to copy, any Software. Upon Termination,
Manager shall have the right to remove from the Hotels, without compensation to
Lessee, all Software, and any computer equipment which is utilized as part of a
centralized property management system or is otherwise considered proprietary by
Manager, excepting any software which is owned by the applicable Franchisor;
provided that Manager shall cooperate with Lessee in the transition of the
centralized management system to the new manager, including in the change of any
Software and computer equipment. If any of such computer equipment is owned by
Lessee, Manager shall reimburse Lessee for previous expenditures made by Lessee
for the purchase of such equipment, subject to a reasonable allowance for
depreciation.

         24.03 INTELLECTUAL PROPERTY. All "INTELLECTUAL PROPERTY" (meaning all
Software and manuals, brochures and directives issued by Manager to its
employees at the Hotel regarding procedures and techniques to be used in
operating the Hotel) shall at all times be proprietary to Manager or its
Affiliates, and shall be the exclusive property of Manager or its Affiliates.
Upon Termination, all Intellectual Property shall be removed from the Hotels by
Manager, without compensation to Lessee.

         24.04 BOOKS AND RECORDS. All Books and Records maintained with respect
to the Hotels, including guest records but excluding employee records, shall be
the sole property of Lessee but may be used by the Manager during the Term in
connection with its management and operation of the Hotels.

                                  ARTICLE XXV
                                 INDEMNIFICATION

         25.01 MANAGER INDEMNITY. Manager shall indemnify and hold Lessee (and
Lessee's agents, principals, shareholders, partners, members, officers,
directors, attorneys and employees) harmless from and against all liabilities,
losses, claims, damages, costs and expenses (including, but not limited to,
reasonable attorneys' fees and expenses) which are not covered by insurance
proceeds that may be incurred by or asserted against any such party and that
arise from (a) the fraud, willful misconduct or gross negligence of Manager;
provided, however, that the act or omission of any employee of Manager who is
not an Executive Employee, which act or omission is willful or constitutes fraud
or gross negligence on the part of such employee, shall not constitute fraud,
gross negligence or willful misconduct on the part of Manager unless Manager's
home office or regional staff, or an Executive Employee, acted with gross
negligence in employing, training, supervising or continuing the employment of
such employee; (b) the infringement of any of Manager's intellectual property
rights (including trademarks, software, etc.) on the intellectual property
rights of any third party; (c) any Excluded Employee Claims; (d) knowing or
reckless placing, discharge, leakage, use or storage, of hazardous materials on
the Premises or in the Hotels by Manager during the Term of this Agreement as
set forth in SECTION 28.09C; or (e) the breach by Manager of any provision of
this Agreement, including, without limitation, any action taken by Manager which
is beyond the scope of Manager's authority under this Agreement, which is not
cured within any applicable notice and cure periods. Lessee shall promptly
provide Manager with written notice of any claim or suit brought against it by a
third party which might result in such indemnification.


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         25.02 LESSEE INDEMNITY. Except with respect to matters for which
Manager is obligated to provide indemnification pursuant to SECTION 25.01, and
except with respect to matters that constitute a breach of any of the
representations, warranties or agreements made by any of the grantors pursuant
to the Omnibus Option Agreement dated May 15, 2003, among the Partnership and
the grantors named therein or pursuant to any of the closing documents or other
instruments, certificates or agreements delivered in connection therewith,
provided that such representations, warranties or agreements are then surviving
pursuant to the terms of said Omnibus Option Agreement. Lessee shall indemnify
and hold Manager (and Manager's agents, principals, shareholders, partners,
members, officers, directors, attorneys and employees) harmless from and against
all liabilities, losses, claims, damages, costs and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) which are not covered by
insurance proceeds and that may be incurred by or asserted against such party
and that arise from or in connection with (a) the performance of Manager's
services under this Agreement; (b) the condition or use of the Hotels, to the
fullest extent permitted by law, including without limitation, any injury to
person(s) or damage to property or business by reason of any cause whatsoever in
or about the Hotels; (c) any Employee Related Termination Costs, including any
liability to which Manager is subjected pursuant to the WARN Act in connection
with the termination of this Agreement, provided that Manager has provided
notices in the form (other than any reference to the time period) required by
the WARN Act within five (5) business days of Manager's receipt of a notice of
the termination of this Agreement (excluding any termination of this Agreement
which results from the commission of any theft, embezzlement or other criminal
misappropriation of funds of the Hotels or from the Lessee or any fraud or
felony by any Executive Employee that relates to or materially affects the
operation or reputation of the Hotels); (d) the Employee Costs and Expenses as
set forth in ARTICLE IX herein above; or (e) any Employee Claims, but excluding
any Excluded Employee Claims. Manager shall promptly provide Lessee with written
Notice of any claim or suit brought against it by a third party which might
result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO
INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT
WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY,
COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS
NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL
OMISSION) AND (II) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE
DOCTRINE OF STRICT LIABILITY.

         25.03 INDEMNIFICATION PROCEDURE. Any party obligated to indemnify the
other party under this Agreement (the "INDEMNIFYING PARTY") shall have the
right, by Notice to the other party, to assume the defense of any claim with
respect to which the other party is entitled to indemnification hereunder. If
the Indemnifying Party gives such notice, (i) such defense shall be conducted by
counsel selected by the Indemnifying Party and approved by the other party, such
approval not to be unreasonably withheld or delayed (provided, however, that the
other party's approval shall not be required with respect to counsel designated
by the Indemnifying Party's insurer); (ii) so long as the Indemnifying Party is
conducting such defense with reasonable diligence, the Indemnifying Party shall
have the right to control said defense and shall not be required to pay the fees
or disbursements of any counsel engaged by the other party for services rendered
after the Indemnifying Party has given the Notice provided for above to the
other party,


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except if there is a conflict of interest between the parties with respect to
such claim or defense; and (iii) the Indemnifying Party shall have the right,
without the consent of the other party, to settle such claim, but only provided
that such settlement involves only the payment of money, the Indemnifying Party
pays all amounts due in connection with or by reason of such settlement and, as
part thereof, the other party is unconditionally released from all liability in
respect of such claim. The other party shall have the right to participate in
the defense of such claim being defended by the Indemnifying Party at the
expense of the other party, but the Indemnifying Party shall have the right to
control such defense (other than in the event of a conflict of interest between
the parties with respect to such claim or defense). In no event shall (i) the
other party settle any claim without the consent of the Indemnifying Party so
long as the Indemnifying Party is conducting the defense thereof in accordance
with this Agreement; or (ii) if a claim is covered by the Indemnifying Party's
liability insurance, take or omit to take any action which would cause the
insurer not to defend such claim or to disclaim liability in respect thereof.

         25.04 SURVIVAL. The provisions of this Article shall survive the
termination of this Agreement with respect to acts, omissions and occurrences
arising during the Term.

         25.05 NO SUCCESSOR LIABILITY. Notwithstanding anything herein to the
contrary, Manager shall not be liable as a successor employer or entity for any
actions Manager's predecessors may have taken in the employer-employee
relationship with Manager's current or former employees or employees of
Manager's agents before the commencement of the term.

                                  ARTICLE XXVI
                                  FUTURE HOTELS

         Lessee acknowledges and agrees that any motel and/or hotel properties
leased by Lessee from any Affiliates of the Partnership (including the
Landlords) from and after the Effective Date ("FUTURE HOTELS"), may at the
election of the parties to the Mutual Exclusivity Agreement either be subject to
the terms and provisions of this Agreement effective upon execution of an
amendment to this Agreement (the "AMENDMENT") in the form of EXHIBIT "E"
attached hereto, or pursuant to a management agreement in form and substance
substantially similar to the terms of this Agreement with either Manager or an
Affiliate of Manager (provided said Affiliate constitutes an Eligible
Independent Contractor); provided that there does not then exist an uncured
Event of Default by Manager under this Agreement and the independent director
approval requirements under the Mutual Exclusivity Agreement have been
satisfied. Upon execution of such Amendment (as set forth therein), EXHIBIT "A"
(Hotel Information), EXHIBIT "B" (Description of Leases), EXHIBIT "B-1" (Legal
Descriptions for Sites), EXHIBIT "C" (Description of Franchise Agreements and
Franchisors), EXHIBIT "D" (Annual Operating Budget) to this Agreement shall be
amended to add the applicable information required by this Agreement with
respect to the Future Hotel(s) subject of the Amendment. Effective upon
execution of said Amendment, all terms and conditions of this Agreement shall be
deemed amended to include and apply to such Future Hotel(s).


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<PAGE>

                                 ARTICLE XXVII
                               GOVERNING LAW VENUE

         THIS AGREEMENT AND ITS INTERPRETATION, VALIDITY AND PERFORMANCE SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICTS OF
LAWS PRINCIPLES. IN THE EVENT ANY COURT OF LAW OF APPROPRIATE JUDICIAL AUTHORITY
SHALL HOLD OR DECLARE THAT THE LAW OF ANOTHER JURISDICTION IS APPLICABLE, THIS
AGREEMENT SHALL REMAIN ENFORCEABLE UNDER THE LAWS OF THE APPROPRIATE
JURISDICTION. THE PARTIES HERETO AGREE THAT VENUE FOR ANY ACTION IN CONNECTION
HEREWITH SHALL BE PROPER IN DALLAS COUNTY, TEXAS. EACH PARTY HERETO CONSENTS TO
THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT SITUATED IN ANY OF SUCH
LOCATIONS AND WAIVES ANY OBJECTION WHICH IT MAY HAVE PERTAINING TO IMPROPER
VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH
COURT.

                                 ARTICLE XXVIII
                                  MISCELLANEOUS

         28.01 RIGHTS TO MAKE AGREEMENT. Each party warrants, with respect to
itself, that neither the execution of this Agreement nor the finalization of the
transactions contemplated hereby shall violate any provision of law or judgment,
writ, injunction, order or decree of any court or governmental authority having
jurisdiction over it; result in or constitute a breach or default under any
indenture, contract, other commitment or restriction to which it is a party or
by which it is bound; or require any consent, vote or approval which has not
been given or taken. Each party covenants that it has and will continue to have
throughout the term of this Agreement and any extensions thereof, the full right
to enter into this Agreement and perform its obligations hereunder.

         28.02 AGENCY. Manager's limited agency established by this Agreement is
coupled with an interest and may not be terminated by Lessee until the
expiration of the Term of this Agreement except as otherwise provided in this
Agreement.

         28.03 FAILURE TO PERFORM. If Manager or Lessee at any time fails to
make any payments as specified or required hereunder or fails to perform any
other act required on its part to be made or performed hereunder without
limitation, then the other party after thirty (30) days' written notice to the
defaulting party may (but shall not be obligated to) pay any such delinquent
amount or perform any such other act on the defaulting party's part. Any sums
thus paid and all costs and expenses incurred in connection with the making of
such payment or the proper performance of any such act, together with interest
thereon at the lesser of (i) the interest rate allowed by the applicable usury
laws or (ii) at the Prime Rate plus three percent (3%), from the date that such
payment is made or such costs and expenses incurred, shall constitute a
liquidated amount to be paid by the defaulting party under this Agreement to the
other party on demand. For the purposes of this SECTION 28.03, the term "PRIME
RATE" shall mean the "prime rate" as published in the "Money Rates" section of
The Wall Street Journal; however, if such rate is, at any time during the Term
of this Agreement, no longer so published, the term "Prime Rate" shall mean the
average of the prime interest rates which are announced, from time to time, by
the three (3) largest banks (by assets) headquartered in the United States which
publish a "prime rate".


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         28.04 HEADINGS. Headings of Articles and Sections are inserted only for
convenience and are in no way to be construed as a limitation on the scope of
the particular Articles or Sections to which they refer.

         28.05 ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.

         28.06 ENTIRE AGREEMENT. This Agreement, together with other writings
signed by the parties expressly stated to be supplementary hereto and together
with any instruments to be executed and delivered pursuant to this Agreement,
constitutes the entire agreement between the parties and supersedes all prior
understandings and writings, and may be changed only by a writing signed by the
parties hereto.

         28.07 CONSENTS. Whenever the consent or approval of Lessee is required
under the terms of this Agreement, unless otherwise stated to the contrary, such
consent or approval may be granted or withheld by Lessee in its reasonable
discretion.

         28.08 ELIGIBLE INDEPENDENT CONTRACTOR. During the Term of this
Agreement, Manager shall at all times qualify as an "eligible independent
contractor" as defined in Section 856(d)(9) of the Code ("ELIGIBLE INDEPENDENT
Contractor"). To that end, during the Term of this Agreement, Manager agrees
that:

                  (a) Manager shall not conduct wagering activities at any of
         the Hotels;

                  (b) Manager shall not own, directly or indirectly (within the
         meaning of Section 856(d)(5) of the Code), more than thirty-five
         percent (35%) of the outstanding stock of AHT;

                  (c) no more than thirty-five percent (35%) of the Manager's
         partnership interest (in its assets or net profits) shall be owned
         (within the meaning of Section 856(d)(5) of the Code), directly or
         indirectly, by one or more persons owning thirty-five percent (35%)
         (within the meaning of Section 856(d)(5) of the Code) or more of the
         outstanding stock of AHT;

                  (d) neither AHT, the Partnership, the Landlords, nor the
         Lessee, shall derive any income from the Manager or any of its
         subsidiaries; and

                  (e) Manager (or a person who is a "related person" within the
         meaning of Section 856(d)(9)(F) of the Code (a "RELATED PERSON") with
         respect to Manager) shall be actively engaged in the trade or business
         of operating "qualified lodging facilities" within the meaning of
         Section 856(d)(9)(D) of the Code (defined below) for one or more
         persons who are not Related Persons with respect to AHT or Lessee
         ("UNRELATED PERSONS"). For purposes of determining whether the
         requirement of this paragraph (e) has been met, Manager shall be
         treated as being "actively engaged" in such a trade or business if
         Manager (i) derives at least 10% of both its profits and revenue from


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<PAGE>

         operating "qualified lodging facilities" within the meaning of Section
         856(d)(9)(D) of the Code for Unrelated Persons or (ii) complies with
         any regulations or other administrative guidance under Section
         856(d)(9) of the Code that provide a "safe harbor" rule with respect to
         the hotel management business with Unrelated Persons that is necessary
         to qualify as an "eligible independent contractor" within the meaning
         of such Code section.

                  A "qualified lodging facility" is defined in Section
         856(d)(9)(D) of the Code and means a "Lodging Facility" (defined
         below), unless wagering activities are conducted at or in connection
         with such facility by any person who is engaged in the business of
         accepting wagers and who is fully authorized to engage in such business
         at or in connection with such facility. A "LODGING FACILITY" is a
         hotel, motel or other establishment more than one-half of the dwelling
         units in which are used on a transient basis, and includes customary
         amenities and facilities operated as party of, or associated with, the
         lodging facility so long as such amenities and facilities are customary
         for other properties of a comparable size and class owned by other
         owners unrelated to AHT.

         28.09 ENVIRONMENTAL MATTERS.

         A.       For purposes of this SECTION 28.09, "hazardous materials"
                  means any substance or material containing one or more of any
                  of the following: "hazardous material," "hazardous waste,"
                  "hazardous substance," "regulated substance," "petroleum,"
                  "pollutant," "contaminant," or "asbestos," as such terms are
                  defined in any applicable environmental law, in such
                  concentration(s) or amount(s) as may impose clean-up, removal,
                  monitoring or other responsibility under any applicable
                  environmental law, or which may present a significant risk of
                  harm to guests, invitees or employees of the Hotels.

         B.       Regardless of whether or not a given hazardous material is
                  permitted on the Premises under applicable environmental law,
                  Manager shall only bring on the Premises such hazardous
                  materials as are needed in the normal course of business of
                  the Hotels.

         C.       In the event of the discovery of hazardous materials (as such
                  term may be defined in any applicable environmental law) on
                  the Premises or in the Hotels during the Term of this
                  Agreement, Lessee shall promptly remove, if required by
                  applicable environmental law, such hazardous materials,
                  together with all contaminated soil and containers, and shall
                  otherwise remedy the problem in accordance with all
                  environmental laws (except to the extent knowingly or
                  recklessly caused by Manager during the Term of this
                  Agreement, whereupon the responsibility to promptly remove
                  and/or remedy the environmental problem shall be that of
                  Manager and at Manager's sole cost and expense). All costs and
                  expenses of the compliance with all environmental laws shall
                  be paid by Lessee from its own funds (except to the extent
                  knowingly or recklessly caused by Manager during the Term of
                  this Agreement as set forth herein above).

         28.10 EQUITY AND DEBT OFFERINGS. Neither Lessee nor Manager (as an
"ISSUING PARTY") shall make reference to the other party (the "NON-ISSUING
PARTY") or any of its Affiliates


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<PAGE>

in any prospectus, private placement memorandum, offering circular or offering
documentation related thereto (collectively, referred to as the "PROSPECTUS"),
issued by the issuing party, unless the non-issuing party has received a copy of
all such references. In no event will the non-issuing party be deemed a sponsor
of the offering described in any such Prospectus, nor will it have any
responsibility for the Prospectus, and the Prospectus will so state. The issuing
party shall be entitled to include in the Prospectus an accurate summary of this
Agreement but shall not include any proprietary mark of the non-issuing party
without prior written consent of the non-issuing party. The issuing party shall
indemnify, defend and hold the non-issuing party and its Affiliates (and their
respective directors, officers, shareholders, employees and agents) harmless
from and against all loss, costs, liability and damage (including attorneys'
fees and expenses, and the cost of litigation), arising out of any Prospectus or
the offering described therein, except for any such losses, costs, liability and
damage arising from material misstatements or omissions in a Prospectus based on
information provided in writing by the non-issuing party expressly for inclusion
in the Prospectus.

         28.11 ESTOPPEL CERTIFICATES. Lessee and Manager will, at any time and
from time to time within fifteen (15) days of the request of the other party or
a Holder, or a Franchisor (if so permitted under the applicable Franchise
Agreement), or a Landlord (if so permitted under the applicable Lease), execute,
acknowledge, and deliver to the other party and such Holder, Franchisor or
Landlord, as applicable, a certificate certifying:

         A.       That the Agreement is unmodified and in full force and effect
                  (or, if there have been modifications, that the same is in
                  full force and effect as modified and stating such
                  modifications);

         B.       The dates, if any, to which the distributions of excess
                  Working Capital have been paid;

         C.       Whether there are any existing Event(s) of Default or events
                  which, with the passage of time, would become an Event of
                  Default, by the other party to the knowledge of the party
                  making such certification, and specifying the nature of such
                  Event(s) of Default or defaults or events which, with the
                  passage of time, would become an Event of Default, if any; and

         D.       Such other matters as may be reasonably requested.

         Any such certificates may be relied upon by any party to whom the
certificate is directed.

         28.12 CONFIDENTIALITY. The Manager shall keep confidential all
non-public information obtained in connection with the services rendered under
this Agreement and shall not disclose any such information or use any such
information except in furtherance of its duties under this Agreement and as may
be required by any of its lenders or owners (provided said lenders and/or
owners, as applicable agree prior to disclosure to keep such information
confidential as set forth in this subparagraph 28.12), or as may be required by
applicable Legal Requirements or court order, or as may be required under any
Franchise Agreement, Hotel Mortgage, Lease or Ground Lease.


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<PAGE>

         28.13 MODIFICATION. Any amendment, supplement or modification of this
Agreement must be in writing signed by both parties hereto.

         28.14 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which is an original and all of which collectively
constitute one instrument.

                           [SIGNATURE PAGES TO FOLLOW]


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the Effective Date.

                                     LESSEE:

                                     ASHFORD TRS CORPORATION, a Delaware
                                     corporation


                                     By:
                                        ----------------------------------------
                                        David J. Kimichik
                                        President


                                     MANAGER:

                                     REMINGTON LODGING & HOSPITALITY, L.P., a
                                     Delaware limited partnership

                                     By: Remington Lodging & Hospitality, LLC,
                                         a Delaware limited liability company,
                                         its General Partner


                                         By:
                                            ------------------------------------
                                            Monty Bennett
                                            President


AGREED TO AND ACCEPTED
FOR THE LIMITED PURPOSES
OF ARTICLE VIII SET FORTH
HEREIN:


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<PAGE>

ASHFORD DALLAS LP, a
Delaware limited partnership

By:      Ashford Properties General
         Partner LLC, a Delaware
         limited liability company


         By:
            -----------------------------------------
                  David A. Brooks
                  Vice President


ASHFORD AUSTIN LP, a
Delaware limited partnership

By:      Ashford Properties General
         Partner LLC, a Delaware
         limited liability company


         By:
            -----------------------------------------
                  David A. Brooks
                  Vice President


ASHFORD LAS VEGAS LP, a
Delaware limited partnership

By:      Ashford Properties General
         Partner LLC, a Delaware
         limited liability company


         By:
            -----------------------------------------
                  David A. Brooks
                  Vice President


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<PAGE>


ASHFORD DULLES LP, a
Delaware limited partnership

By:      Ashford Properties General
         Partner LLC, a Delaware
         limited liability company


         By:
            -----------------------------------------
                  David A. Brooks
                  Vice President


ASHFORD COVINGTON LP, a
Delaware limited partnership

By:      Ashford Properties General
         Partner LLC, a Delaware
         limited liability company


         By:
            -----------------------------------------
                  David A. Brooks
                  Vice President


ASHFORD HOLTSVILLE LP, a
Delaware limited partnership

By:      Ashford Properties General
         Partner LLC, a Delaware
         limited liability company


         By:
            -----------------------------------------
                  David A. Brooks
                  Vice President


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<PAGE>

LIST OF EXHIBITS

Exhibit "A" - Hotel Information

Exhibit "B" - Description of Leases

Exhibit "B-1" - Legal Descriptions for Sites

Exhibit "C" - Description of Franchise Agreements and Franchisors

Exhibit "D" - Annual Operating Budget

Exhibit "E" - Form of Amendment to Hotel Master Management Agreement



LIST OF SCHEDULES

Schedule 1 - Competitive Set of Hotels


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