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                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,
2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under
the laws of the State of Maryland and having its principal place of business at
Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED
PARTNERSHIP, a limited partnership organized under the laws of the State of
Delaware and having its principal place of business at Dallas, Texas (the
Operating Partnership"), and DOUGLAS KESSLER, an individual residing in Dallas,
Texas (the "Executive").

                                    RECITALS:

         A.     The REIT and the Operating Partnership (collectively, the
                "Company") desire to employ the Executive in the capacities and
                on the terms and conditions set out below; and

         B.     The Executive desires to accept such employment with the
                Company, on the terms and conditions set forth below.

         NOW, THEREFORE, the Company and the Executive, in consideration of the
respective covenants set out below, hereby agree as follows:

         1. EMPLOYMENT.

         (a) POSITIONS. During the Term (defined below), the Executive shall be
employed by the Company as Chief Operating Officer. At the Company's request,
the Executive shall serve the Company's subsidiaries and affiliates in other
offices and capacities in addition to the foregoing. If the Executive, during
the Term, serves in any one or more of such additional capacities, the
Executive's compensation shall not be increased beyond that provided in Sections
3, 4 or 5 below. Further, if the Executive's service in one or more of such
additional capacities is terminated, the Executive's compensation provided
herein shall not be reduced for so long as the Executive otherwise remains
employed by the Company under the terms of this Agreement.

         (b) RESPONSIBILITIES. The Executive's principal employment duties and
responsibilities shall be those duties and responsibilities customary for the
position of Chief Operating Officer and such other executive duties and
responsibilities as the Chief Executive Officer of the Company ("CEO") or Board
of Directors of the REIT (the "Board") shall from time to time reasonably assign
to the Executive. The Executive shall report directly to the CEO or such
person(s) as the CEO may designate from time to time.

         (c) EXTENT OF SERVICES. Except for illnesses and vacation periods, the
Executive shall devote substantially all of his working time and attention and
his best efforts to the performance of his duties and responsibilities under
this Agreement and shall not be otherwise employed. However, the Executive may
(so long as the following do not materially interfere with the performance of
the Executive's duties hereunder) (i) make any passive investments where he is
not obligated or required to, and shall not in fact, devote material managerial
efforts, (ii) participate in charitable, academic or community activities or in
trade or professional organizations, (iii) hold directorships in charitable or
non-profit organizations, or

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(iv) subject to CEO and Board approval (which approval shall not be unreasonably
withheld or withdrawn), hold directorships in for profit companies, except only
that the CEO or the Board shall have the right to limit such services as a
director or such participation whenever the CEO or the Board shall reasonably
believe that the time spent on such activities infringes in any material respect
upon the time required by the Executive for the performance of his duties under
this Agreement or is otherwise incompatible with those duties.

         2. TERM. This Agreement shall become effective as of the date of the
closing of the initial public offering of shares of the REIT's common stock (the
"Effective Date") and shall continue for a Term ending on December 31, 2006 (the
"Initial Termination Date") unless it is sooner terminated pursuant to Section
7; provided, however, that this Agreement shall be automatically extended for
one additional year on the Initial Termination Date and on each subsequent
anniversary of the Initial Termination Date, unless either the Company or the
Executive elect not to extend the Term of this Agreement by notifying the other
party in writing of such election not less than one hundred eighty (180) days
prior to the expiration of the then current Term. For purposes of this
Agreement, "Term" shall mean the actual duration of the Executive's employment
hereunder, taking into account any extension pursuant to this Section 2 or early
termination of employment pursuant to Section 7.

         3. SALARY. The Company shall pay the Executive a Base Salary which
shall be payable in periodic installments, less statutory deductions and
withholdings, according to the Company's normal payroll practices. Commencing as
of the Effective Date, the Executive's base salary shall be THREE HUNDRED
THOUSAND Dollars ($300,000) per year. The Board or a Compensation Committee duly
appointed by the Board (the "Compensation Committee") shall thereafter review
the Executive's Base Salary annually to determine within its sole discretion
whether and to what extent the Executive's salary may be increased (for the
purposes of this Agreement, the term "Base Salary" shall mean the amount
established and adjusted from time to time pursuant to this Section 3).

         4. INITIAL RESTRICTED STOCK AWARD. Effective upon execution of this
Agreement, the Company shall grant to the Executive, within thirty (30) days
after the Effective Date, a restricted stock award of 0.34% of the fully-diluted
shares of the common stock outstanding on the forty-fifth (45th) day after
closing of the initial public offering of shares of the REIT's common stock,
excluding shares issued to the underwriters as compensation to the underwriters.
Such stock shall be subject to restrictions on transfer by the Executive and
repurchase by the Company such that the Executive shall not be permitted to
transfer such shares (other than succession by will or by operation of laws of
descent and distribution) and the Company shall have the right to repurchase or
recover such shares for the amount of cash paid therefor, if any, if the
Executive shall terminate employment from the Company, provided that such
transfer and repurchase restrictions shall lapse with respect to 33.33% of such
initial shares on the one-year anniversary date of the issuance of the shares
and on each subsequent anniversary of the issuance of the shares that the
Executive shall remain continuously as an employee of the Company as of such
date.

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         5. ANNUAL INCENTIVE AWARDS.

         (a) INCENTIVE BONUS. The Executive shall be entitled to receive an
annual cash incentive bonus (the "Incentive Bonus") for each calendar year
during the Term of this Agreement based on the level of accomplishment of
management and performance objectives as established by the Board or
Compensation Committee. Except as otherwise provided in Section 8, if the
Executive is not employed for the full calendar year, the Executive shall be
paid a pro-rated Incentive Bonus in an amount equal to the product of (x) the
amount of the Incentive Bonus for the calendar year to which the Executive would
have been entitled if the Executive had remained employed for the entire
calendar year and (y) a fraction, the numerator of which is the number of days
in the applicable calendar year for which the Executive was employed through the
last day of his employment and the denominator of which is the 365 days of the
calendar year. The minimum Incentive Bonus for the initial Term ending on the
Initial Termination Date shall be not less than 50% of Base Salary, and the
maximum bonus amount shall be 100% of Base Salary.

         (b) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Term, the
Executive shall be entitled to participate in all other incentive plans, stock
and option plans, practices, policies and other programs, and all savings and
retirement plans, practices, polices and programs, in each case that are
applicable generally to senior executives of the Company, as may be adopted,
from time to time, by the Company's Compensation Committee.

         6. BENEFITS.

         (a) VACATION. The Executive will be entitled to four (4) weeks of paid
vacation per calendar year. Vacation time not used within the calendar year will
not carry forward. The Executive shall not be entitled to cash in lieu of any
unused vacation time except as provided herein.

         (b) SICK LEAVE. The Executive shall be entitled to paid sick leave in
accordance with the sick leave policies of the Company in effect for other
senior executive officers.

         (c) EMPLOYEE BENEFITS. The Executive and his spouse and eligible
dependents, if any, and their respective designated beneficiaries where
applicable, will be eligible for and entitled to participate in other benefits
maintained by the Company for its senior executive officers, as such benefits
may be modified from time to time and for all such employees, such as, without
limitation, any medical, dental, pension, 401(k), accident, disability, and life
insurance benefits, on a basis not less favorable than that applicable to other
executives of the Company. The Executive will also be entitled to appropriate
office space, administrative support, secretarial assistance, and such other
facilities and services as are suitable to the Executive's positions and
adequate for the performance of the Executive's duties.

         (d) EXPENSES. The Executive will be entitled to reimbursement of all
reasonable expenses, in accordance with the Company's policy as in effect from
time to time and on a basis not less favorable than that applicable to other
executives of the Company, including, without limitation, telephone, travel and
entertainment expenses incurred by the Executive in connection

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with the business of the Company, promptly upon the presentation by the
Executive of appropriate documentation.

         (e) D&O INSURANCE COVERAGE. During and for a period three (3) years
after the Term, the Executive shall be entitled to director and officer
insurance coverage for his acts and omissions while an officer and director of
the Company on a basis no less favorable to him than the coverage provided
current officers or directors.

         7. TERMINATION. The employment of the Executive by the Company and this
Agreement (except as otherwise provided herein) shall terminate upon the
occurrence of any of the following:

         (a) DEATH OR DISABILITY. Immediately upon death or Disability of the
Executive. As used in this Agreement, "Disability" shall mean an inability to
perform the essential functions of his duties, with or without reasonable
accommodation, for a period of 90 consecutive days or a total of 180 days,
during any 365-day period, in either case as a result of incapacity due to
mental or physical illness which is determined to be total and permanent. A
determination of Disability shall be made by a physician satisfactory to both
the Executive (or his guardian) and the Company, provided that if the Executive
and the Company do not agree on a physician, the Executive (or his guardian) and
the Company shall each select a physician and these two together shall select a
third physician, whose determination as to Disability shall be binding on all
parties. The appointment of one or more individuals to carry out the offices or
duties of the Executive during a period of the Executive's inability to perform
such duties and pending a determination of Disability shall not be considered a
breach of this Agreement by the Company.

         (b) FOR CAUSE. At the election of the Company, for Cause, immediately
upon written notice by the Company to the Executive unless the Executive fully
corrects the circumstances constituting Cause within the cure periods provided
below, if applicable. For purposes of this Agreement, "Cause" for termination
shall be deemed to exist solely in the event of the following:

                  (i) The conviction of the Executive of, or the entry of a plea
         of guilty or nolo contendere by the Executive to, a felony (exclusive
         of a conviction, plea of guilty or nolo contendere arising solely under
         a statutory provision imposing criminal liability upon the Executive on
         a PER SE basis due to the Company offices held by the Executive, so
         long as any act or omission of the Executive with respect to such
         matter was not taken or omitted in contravention of any applicable
         policy or directive of the CEO or the Board);

                  (ii) willful breach of duty of loyalty which is materially
         detrimental to the Company which is not cured to the reasonable
         satisfaction of the CEO or the Board within fifteen (15) days following
         written warning to the Executive from the CEO or the Board describing
         the alleged circumstances provided that if there is an inconsistency in
         directives given by the Board as compared to a directive from the CEO,
         the Board directives shall control;

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                  (iii) willful failure to perform or adhere to explicitly
         stated duties or guidelines of employment or to follow the directives
         of the CEO which continues for fifteen (15) days after written warning
         to the Executive that it will be deemed a basis for a "For Cause"
         termination;

                  (iv) gross negligence or willful misconduct in the performance
         of the Executive's duties (which is not cured by the Executive within
         30 days after written warning from the CEO);

                  (v) the Executive's willful commission of an act of dishonesty
         resulting in economic or financial injury to the Company or willful
         commission of fraud; or

                  (vi) the Executive's chronic absence from work for reasons
         other than illness.

         For purposes of this Section, no act, or failure to act, on the
Executive's part will be deemed "willful" unless done, or omitted to be done, by
the Executive not in good faith and without a reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board, a directive of the CEO, or based upon the advise of
counsel for the Company shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the
Company.

         (c) WITHOUT CAUSE OR GOOD REASON. At the election of the Company,
without Cause, and at the election of the Executive, without Good Reason, in
either case upon sixty (60) days' prior written notice to the Executive or to
the Company, as the case may be. Provided, however, that if the Executive gives
notice, without Good Reason, the Company may waive all or a portion of the sixty
(60) days' written notice and accelerate the effective date of the termination.

         (d) FOR GOOD REASON. At the election of the Executive, for Good Reason,
which is not cured by the Company within thirty (30) days after written notice
from the Executive to the Company setting forth a description of the
circumstances constituting Good Reason. For purposes of this Agreement, "Good
Reason" shall mean any of the following actions, omissions or events occurring
without the Executive's prior written consent:

                  (i) The assignment to the Executive of any duties,
         responsibilities, or reporting requirements inconsistent with his
         position as Chief Operating Officer of the Company, or any material
         diminishment, on a cumulative basis, of the Executive's overall duties,
         responsibilities, or status;

                  (ii) a reduction by the Company in the Executive's annual Base
         Salary;

                  (iii) the failure by the Company to honor the minimum
         Incentive Bonus or to honor the initial restricted stock award
         referenced in Sections 4 and 5 hereof, unless equitable alternative
         compensation arrangements (embodied in ongoing substitute or
         alternative plans) have been provided for the Executive;

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                  (iv) the requirement by the Company that the principal place
         of business at which the Executive performs his duties be changed to a
         location outside the greater Dallas metropolitan area; or

                  (v) any material breach by the Company of any provision of
         this Agreement.

         (e) NOTICE OF TERMINATION. Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of Termination
to the other parties hereto given in accordance with Section 17(a) of this
Agreement. For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (provided that the date specified shall
not be more than thirty (30) days after the giving of the notice). The failure
by the Executive or the Company to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive of the Company, respectively,
hereunder or preclude the Executive or the Company, respectively, from asserting
such fact or circumstance in enforcing the Executive's or the Company's rights
hereunder.

         (f) DATE OF TERMINATION. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified in the notice (provided that the date specified shall
not be more than thirty (30) days after the giving of the notice), as the case
may be, (ii) if the Executive's employment is terminated by the Company other
than for Cause or Disability, the Date of Termination shall be the date on which
the Company notifies the Executive of such termination or such later date
specified in such notice, (iii) if the Executive's employment is terminated by
the Executive without Good Reason, the Date of Termination shall be the date on
which the Executive notifies the Company of such termination or such later date
specified in such notice, unless otherwise agreed by the Company and the
Executive, and (iv) if the Executive's employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of death or
Disability of the Executive, as the case may be.

         8. EFFECTS OF TERMINATION.

         (a) TERMINATION FOR DEATH OR DISABILITY; BY THE COMPANY WITHOUT CAUSE
AFTER INITIAL TERM; OR NON-RENEWAL BY THE COMPANY. If the employment of the
Executive should terminate by reason of (i) death of the Executive or
Disability, (ii) termination by the Company for any reason (other than Cause)
after the initial Term ending on the Initial Termination Date, or (iii) the
Company's failure to renew this Agreement at the initial Term ending on the
Initial Termination Date or any time thereafter, then all compensation and
benefits for the Executive shall be as follows:

                  (i) The Executive shall be paid, in a single lump sum payment
         within thirty (30) days after the Date of Termination, the aggregate
         amount of (A) the Executive's earned but unpaid Base Salary through the
         Date of Termination, and any Incentive Bonus

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         required to be paid to the Executive pursuant to Section 5(a) above for
         the prior calendar year to the extent not previously paid, and
         reimbursement of all expenses through the Date of Termination as
         required pursuant to Section 6(d) hereof (the "Accrued Obligations"),
         and (B) one (the "Severance Multiple") times the sum of (x) the Base
         Salary in effect on the Termination Date plus (y) the average Incentive
         Bonus received by the Executive for the three complete calendar years
         (or such lesser number of calendar years as the Executive has been
         employed by the Company) immediately prior to the Termination Date (the
         "Severance Payment").

                  (ii) At the time when incentive bonuses are paid to the
         Company's other senior executives for the calendar year of the Company
         in which the Date of Termination occurs, the Executive shall be paid a
         pro-rated Incentive Bonus in an amount equal to the product of (x) the
         amount of the Incentive Bonus to which the Executive would have been
         entitled if the Executive's employment had not been terminated, and (y)
         a fraction, the numerator of which is the number of days in the
         applicable calendar year for which the Executive was employed through
         the Date of Termination and the denominator of which is the 365 days of
         the calendar year (a "Pro-Rated Bonus").

                  (iii) The Company will allow the Executive and his dependents,
         at the Company's cost, to continue to participate for a period of
         twelve (12) months following the Date of Termination in any and all of
         the employee welfare benefit plans of the Company in which the
         Executive was entitled to participate immediately prior to his
         termination, to the same extent and upon the same terms as the
         Executive participated in such plans prior to his termination (the
         "Other Benefits"); PROVIDED, that the Executive's continued
         participation is permissible under the general terms and provisions of
         such plans. To the extent that continued participation is not
         permissible, the Company shall take such actions as may be necessary to
         provide the Executive with substantially comparable benefits (without
         additional cost to the Executive) outside the scope of such plans. If
         the Executive engages in regular employment after his termination of
         employment with any organization, any employee welfare benefits
         received by the Executive in consideration of such employment which are
         similar in nature to the employee welfare benefits provided by the
         Company will relieve the Company of its obligation under this Section
         8(a)(iii) to provide comparable benefits to the extent of the benefits
         so received.

                  (iv) The Executive's restricted shares awarded under Section 4
         hereof shall immediately vest, and any annual performance shares or
         options awarded under Section 5(b) hereof shall immediately vest.
         Without limiting the foregoing, it is agreed that if the Executive's
         employment is terminated pursuant to this Section 8(a), all outstanding
         stock options, restricted stock and other equity awards granted to the
         Executive under any of the Company's equity incentive plans (or awards
         substituted therefore covering the securities of a successor company)
         shall become immediately vested and exercisable in full.

         (b) TERMINATION BY THE COMPANY WITHOUT CAUSE DURING INITIAL TERM OR BY
THE EXECUTIVE WITH GOOD REASON. In the event that the Executive's employment is
terminated by the Company for any reason other than Cause before the Initial

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Termination Date, or by the Executive with Good Reason, the Company will pay the
Executive the same Accrued Obligations, Pro-Rated Bonus, employee welfare
benefits and accelerated vesting, all as provided in Sections 8(a)(i) (ii),
(iii) and (iv) above at the times as provided in such sections. In addition, the
Executive shall be entitled to a Severance Payment determined and paid in
accordance with Section 8(a)(i) above; PROVIDED, HOWEVER, the Severance Multiple
shall be two (2). Without limiting the foregoing, it is agreed that if the
Executive's employment is terminated pursuant to this Section 8(b), all
outstanding stock options, restricted stock and other equity awards granted to
the Executive under any of the Company's equity incentive plans (or awards
substituted therefore covering the securities of a successor company) shall
become immediately vested and exercisable in full.

         (c) TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. If the Executive's
employment is terminated by the Executive without Good Reason including a
resignation by the Executive without Good Reason and including an election not
to renew this Agreement by the Executive, the Company will pay the Executive the
Accrued Obligations as provided in Section 8(a)(i) above but the Executive shall
not be entitled to the Severance Payment, Pro-rated Bonus, the Other Benefits
and accelerated vesting set forth in Sections 8(a)(i), (ii), (iii) and (iv)
hereof; provided, however, if such termination under this Section 8(c) occurs
prior to the Initial Termination Date, then the Company will allow the Executive
and his dependents, at the Company's cost, during the Non-Compete Period, to
continue to participate in any and all of the employee welfare benefit plans of
the Company in which the Executive was entitled to participate immediately prior
to his termination, to the same extent and upon the same terms as the Executive
participated in such plans prior to his termination as allowed under the general
terms and provisions of such plans. HOWEVER, if the Executive is re-employed
after his termination of employment with any organization, any employee welfare
benefits received by the Executive in consideration of such employment which are
similar in nature to the employee welfare benefits provided by the Company will
relieve the Company of its obligation under this Section 8(c) to provide
comparable benefits to the extent of the benefits so received. In addition, in
consideration for the Executive's agreement for honoring the non-compete and
non-solicitation covenants in Section 11 hereof for a period of one (1) year
following the Date of Termination resulting from this Section 8(c) if such
termination occurs prior to the Initial Termination Date, the Company shall pay
the Executive a non-compete payment (the "Non-Compete Payment") equal to the
Severance Payment determined with a Severance Multiple equal to one (1). The
Non-Compete Payment shall be paid monthly over the one-year non-compete period
in equal monthly installments of one-twelfth (1/12th) of the Non-Compete
Payment. If, however, a termination under this Section 8(c) occurs after the
Initial Termination Date, then the Executive shall not be entitled to the
Non-Compete Payment and the Executive shall not be bound to the non-compete
covenants of Section 11 hereof but only to the covenants of confidentiality set
forth in Section 10 hereof.

         (d) TERMINATION BY THE COMPANY FOR CAUSE. If the Executive's employment
is terminated by the Company for Cause, the Company will pay the Executive the
Accrued Obligations as provided in Section 8(a)(i) above but the Executive shall
not be entitled to the Severance Payment, Pro-Rated Bonus, the Other Benefits
and accelerated vesting set forth in Sections 8(a)(i), (ii), (iii) and (iv)
hereof.

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         (e) TERMINATION OF AUTHORITY. Immediately upon the Date of Termination
or upon the expiration of this Agreement, notwithstanding anything else to the
contrary contained herein or otherwise, the Executive will stop serving the
functions of his terminated or expired positions, and shall be without any of
the authority or responsibility for such positions.

         (f) RELEASE OF CLAIMS. As conditions of Executive's entitlement to the
Severance Payment, Non-Compete Payment and benefits provided by this Agreement,
the Executive shall be required to execute and honor the terms of a waiver and
release of claims against the Company substantially in the form attached hereto
as Exhibit "A" (as may be modified consistent with the purposes of such waiver
and release to reflect changes in law following the date hereof).

         9. CHANGE OF CONTROL.

         (a) CHANGE OF CONTROL. For purposes of this Agreement, a "Change of
Control" will be deemed to have taken place upon the occurrence of any of the
following events:

                  (i) Any "person" (as defined in Section 3(a)(9) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
         as modified in Section 13(d) and 14(d) of the Exchange Act) other than
         (A) the Company or any of its subsidiaries, (B) any employee benefit
         plan of the Company or any of its subsidiaries, (C) any Remington
         Affiliate, (D) a company owned, directly or indirectly, by stockholders
         of the Company in substantially the same proportions as their ownership
         of the Company, or (E) an underwriter temporarily holding securities
         pursuant to an offering of such securities, becomes the "beneficial
         owner" (as defined in Rule 13d-3 of the Exchange Act), directly or
         indirectly, of securities of the Company representing 30% or more of
         the shares of voting stock of the Company then outstanding;

                  (ii) the consummation of any merger, organization, business
         combination or consolidation of the Company or one of its subsidiaries
         with or into any other company, other than a merger, reorganization,
         business combination or consolidation which would result in the holders
         of the voting securities of the Company outstanding immediately prior
         thereto holding securities which represent immediately after such
         merger, reorganization, business combination or consolidation more than
         50% of the combined voting power of the voting securities of the
         Company or the surviving company or the parent of such surviving
         company;

                  (iii) the consummation of the sale or disposition by the
         Company of all or substantially all of the Company's assets, other than
         a sale or disposition if the holders of the voting securities of the
         Company outstanding immediately prior thereto hold securities
         immediately thereafter which represent more than 50% of the combined
         voting power of the voting securities of the acquiror, or parent of the
         acquiror, of such assets; or the stockholders of the Company approve a
         plan of complete liquidation or dissolution of the Company; or

                  (iv) individuals who, as of the Effective Date, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board;

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         provided, however, that any individual becoming a director subsequent
         to the Effective Date whose election to the Board was approved by a
         vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an election contest with respect to the election or removal of
         directors or other solicitation of proxies or consents by or on behalf
         of a person other than the Board.

         (b) CERTAIN BENEFITS UPON A CHANGE OF CONTROL. If a Change in Control
occurs during the Term and the Executive's employment is terminated by the
Company without Cause or by the Executive for any reason on or before the one
(1) year anniversary of the effective date of the Change in Control, then the
Executive shall be entitled to the Accrued Obligations, Pro-Rated Bonus,
employee welfare benefits for a period of one year following the Date of
Termination and accelerated vesting, all as provided in Sections 8(a)(i), (ii),
(iii) and (iv) above at the times as provided in such sections. In addition, the
Executive shall be entitled to a Severance Payment determined and paid in
accordance with Section 8(a)(i) above; PROVIDED, HOWEVER, the Severance Multiple
shall be two (2). Without limiting the foregoing, it is agreed that if the
Executive's employment is terminated pursuant to this Section 9(b), all
outstanding stock options, restricted stock and other equity awards granted to
the Executive under any of the Company's equity incentive plans (or awards
substituted therefore covering the securities of a successor company) shall
become immediately vested and exercisable in full.

         (c) EXCISE TAX.

                  (i) In the event that any payment or benefit received or to be
         received by the Executive in connection with a Change of Control or the
         termination of the Executive's employment (whether pursuant to the
         terms of this Agreement or any other plan, arrangement or agreement
         with the Company, any person whose actions result in a Change of
         Control or any person affiliated with the Company or such person) (all
         such payments and benefits being hereinafter called "Total Payments")
         will be subject (in whole or part) to the excise tax (the "Excise Tax")
         imposed under Section 4999 of the Internal Revenue Code of 1986, as
         amended (the "Code"), then, subject to the provisions of Section
         9(c)(ii) hereof, the Company will pay to the Executive an additional
         amount (the "Gross-Up Payment") such that the net amount retained by
         the Executive, after deduction of any Excise Tax on the Total Payments
         and any federal, state and local income tax and Excise Tax upon the
         payment provided for by this Section 9(c)(i), will be equal to the
         Total Payments. For purposes of determining the amount of the Gross-Up
         Payment, the Executive will be deemed to pay federal income taxes at
         the highest marginal rate of federal income taxation in the calendar
         year in which the Gross-Up Payment is to be made and state and local
         income taxes at the highest marginal rate of taxation in the state and
         locality of the Executive's residence on such date, net of the maximum
         reduction in federal income taxes which could be obtained from
         deduction of such state and local taxes.

                  (ii) In the event that, after giving effect to any
         redeterminations described in Section 9(c)(iv) hereof, a reduction in
         the Total Payments to the largest amount that would result in no
         portion of the Total Payments being subject to the Excise Tax (after

                                      -10-
<PAGE>

         taking into account any reduction in the Total Payments provided by
         reason of Section 280G of the Code in such other plan, arrangement or
         agreement) would produce a net amount (after deduction of the net
         amount of federal, state and local income tax on such reduced Total
         Payments) that would be greater than the net amount of unreduced Total
         Payments (after deduction of the net amount of federal, state and local
         income tax and the amount of Excise Tax to which the Executive would be
         subject in respect of such Total Payments), then Section 9(c)(i) hereof
         will not apply and the Total Payments will be so reduced.

                  (iii) The determination of whether any of the Total Payments
         will be subject to the Excise Tax and the amount of such Excise Tax
         will be made by the Company's independent auditors. The Company will
         provide the Executive with its calculation of the amounts referred to
         in this Section 9(c) and such supporting materials as are reasonably
         necessary for the Executive to evaluate the Company's calculations. If
         the Executive disputes the Company's calculations (in whole or in
         part), the reasonable opinion of the Company's independent auditors
         with respect to the matter in dispute will prevail.

                  (iv) In the event that (A) the Excise Tax is subsequently
         determined to be less than the amount taken into account hereunder at
         the time of payment of the Total Payments and (B) after giving effect
         to such redetermination, the Total Payments are reduced pursuant to
         Section 9(c)(ii) hereof, the Executive will repay to the Company, at
         the time that the amount of such reduction in Excise Tax is finally
         determined, the portion of the Gross-Up Payment attributable to such
         reduction (plus that portion of the Gross-Up Payment attributable to
         the Excise Tax and federal, state and local income tax imposed on the
         Gross-Up Payment being repaid by the Executive to the extent that such
         repayment results in a reduction in the Excise Tax and/or a federal,
         state or local income tax deduction) plus interest on the amount of
         such repayment at the rate provided in Section 1274(b)(2)(B) of the
         Code. In the event that (X) the Excise Tax is determined to exceed the
         amount taken into account hereunder at the time of the termination of
         the Executive's employment (including by reason of any payment the
         existence or amount of which cannot be determined at the time of the
         Gross-Up Payment) and (Y) after giving effect to such redetermination,
         the Total Payments are not reduced pursuant to Section 9(c)(ii) hereof,
         the Company will make an additional Gross-Up Payment in respect of such
         excess and in respect of any portion of the Excise Tax with respect to
         which the Company had not previously made a Gross-Up Payment (plus any
         interest, penalties or additions payable by the Executive with respect
         to such excess and such portion) at the time that the amount of such
         excess is finally determined.

                  (v) The Executive shall notify the Company in writing of any
         claim that, if successful, would require the payment by the Company of
         a Gross-Up Payment or might entitle the Company to the refund of all or
         part of any previous Gross-Up Payment. Such notification shall be given
         as soon as practicable but no later than ten (10) business days after
         the Executive is informed in writing of such claim and shall apprise
         the Company of the nature of such claim and the date on which such
         claim is required to be paid. The Executive shall not pay such claim
         prior to the expiration of the thirty (30) day period following the
         date on which he gives such notice to the Company. If the Company

                                      -11-
<PAGE>

         notifies the Executive in writing prior to the expiration of such
         period that it desires to contest such claim, the Executive shall: (i)
         give the Company any information reasonably requested by the Company
         relating to such claim; (ii) take such action in connection with
         contesting such claim as the Company shall reasonably request in
         writing from time to time, including, without limitation, accepting
         legal representation with respect to such claim by an attorney jointly
         selected by the Executive and the Company; (iii) cooperate with the
         Company in good faith in order to effectively contest such claim; and
         (iv) permit the Company to participate in any proceedings relating to
         such claim. The Company shall bear and pay directly all costs and
         expenses (including legal fees and additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         the Executive harmless, on an after-tax basis, for any Excise Tax or
         income tax (including interest and penalties with respect thereto)
         imposed as a result of such representation and payment of costs and
         expenses.

                  (vi) Without limitation on the foregoing, the Company shall
         control all audits and proceedings taken in connection with any claim,
         audit or proceeding involving Excise Taxes or Gross-Up Payments and, at
         its sole option, may pursue or forego any and all administrative
         appeals, proceedings, hearings and conferences with the taxing
         authority in respect of any such claim, audit or proceeding and may, at
         its sole option, either direct the Executive to pay the tax claimed and
         sue for a refund or contest the tax in any permissible manner, and the
         Executive agrees to prosecute such contest to a determination before
         any administrative tribunal, in a court of initial jurisdiction and in
         one or more appellate courts, as the Company shall determine; PROVIDED,
         HOWEVER, that if the Company directs the Executive to pay such tax and
         sue for a refund, the Company shall advance the amount of such payment
         to the Executive, on an interest-free basis, from any Excise Tax or
         income tax (including interest or penalties with respect thereto)
         imposed with respect to such advance or with respect to any imputed
         income with respect to such advance. The Company's control of the
         contest shall be limited to issues with respect to which such a
         Gross-Up Payment would be payable or refundable hereunder and the
         Executive shall be entitled to settle or contest, as the case may be,
         any other issue.

         10. CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges
that the Executive has and will have access to confidential and proprietary
information of the Company which constitute valuable, special, and unique assets
of the Company. The term "Confidential Information" as used in this Agreement
shall mean all information which is known only to the Executive, the Company,
other employees of the Company, or others in a confidential relationship with
the Company, and relating to the Company's business (including, without
limitation, information regarding clients, customers, pricing policies, methods
of operation, proprietary company programs, sales, acquisitions, products,
profits, costs, conditions (financial or other), cash flows, key personnel,
formulae, product applications, technical processes, and trade secrets, as such
information may exist from time to time, which the Executive acquired or
obtained by virtue of work performed for the Company, or which the Executive may
acquire or may have acquired knowledge of during the performance of said work.

                                      -12-
<PAGE>

         The Executive acknowledges that the Company has put in place certain
policies and practices to keep such Confidential Information secret, including
disclosing the information only on a need-to-know basis. The Executive further
acknowledges that the Confidential Information has been developed or acquired by
the Company through the expenditure of substantial time, effort, and money and
provides the Company with an advantage over competitors who do not know such
Confidential Information. Finally, the Executive acknowledges that such
Confidential Information, if revealed to or used for the benefit of the
Company's competitors or in a manner contrary to the Company's interests, would
cause extensive and immeasurable harm to the Company and to the Company's
competitive position.

         The Executive shall not, during or after the Term or at any time after
this Agreement ends, for a period of two (2) years thereafter, use for personal
gain or detrimentally to the Company all or any part of the Confidential
Information, or disclose or make available all or any part of the Confidential
Information to any person, firm, corporation, association, or any other entity
for any reason or purpose whatsoever, directly or indirectly, except as may be
required pursuant to his employment hereunder, unless and until such
Confidential Information becomes publicly available other than as a consequence
of the breach by the Executive of his confidentiality obligations hereunder.

         The Executive acknowledges that the Confidential Information shall
remain at all times the exclusive property of the Company, and no license is
granted. In the event of the termination of his employment, whether voluntary or
involuntary and whether by the Company or the Executive, or within seven (7)
business days of the Company's request under any other circumstances, the
Executive shall deliver to the Company all Confidential Information, in any form
whatsoever, including electronic formats, and shall not take with him any
Confidential Information or any reproductions (in whole or in part) or extracts
of any items relating to the Confidential Information. The Company acknowledges
that prior to his employment with the Company, the Executive has lawfully
acquired extensive knowledge of the industries in which the Company engages in
business including, without limitation, markets, valuation methods and
techniques, capital markets, investor relationships and similar items, and that
the provisions of this Section 10 are not intended to restrict the Executive's
use of such previously acquired knowledge.

         In the event that the Executive receives a request or is required (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose all or any part of the Confidential
Information, the Executive agrees to (a) promptly notify the Company of the
existence, terms and circumstances surrounding such request or requirement, (b)
consult with the Company on the advisability of taking legally available steps
to resist or narrow such request or requirement and (c) assist the Company in
seeking a protective order or other appropriate remedy; provided, however, that
the Executive shall not be required to take any action in violation of
applicable laws. In the event that such protective order or other remedy is not
obtained or that the Company waives compliance with the provisions hereof, the
Executive shall not be liable for such disclosure unless disclosure to any such
tribunal was caused by or resulted from a previous disclosure by the Executive
not permitted by this Agreement.

                                      -13-
<PAGE>

         11. NON-COMPETITION AND NONSOLICITATION. During the Term and any
Non-Compete Period (hereinafter defined), the Executive will not, directly or
indirectly, either as a principal, agent, employee, employer, stockholder or
partner: (i) engage in any "Competitive Business"; or (ii) employ or solicit the
employment of, or assist others in employing or soliciting the employment of,
any individual employed by the Company at any time while the Executive was also
so employed; PROVIDED, HOWEVER, the foregoing shall not prohibit or limit the
Executive's right to pursue and maintain passive investments allowed pursuant to
Section 1(c) hereof.

         For purposes of this Section 11, "Competitive Business" means
         acquiring, investing in or with respect to, owning, leasing, managing
         or developing hotel properties in the United States or originating or
         acquiring loans in respect of hotel properties in the United States
         where the Executive has duties or performs services that are the same
         or similar to those services actually performed by the Executive for
         the Company.

         For purposes of this Section 11, the "Non-Compete Period" shall mean:

                  (i) In the case of a termination of the Executive's employment
         as a result of Disability, or a termination by the Executive without
         Good Reason (including, without limitation, a resignation by the
         Executive without Good Reason), at any time prior to the Initial
         Termination Date, a period during the Term and ending one (1) year
         after the Date of Termination; and

                  (ii) in the case of a termination of the Executive's
         employment as a result of (a) a Change in Control, (b) a termination by
         the Executive for Good Reason, or (c) a termination by the Company for
         Cause or without Cause or (d) a termination by the Executive without
         Good Reason (including an election not to renew this Agreement by the
         Executive) at any time after the Initial Termination Date, the
         Non-Compete Period shall only extend through the end of the Term.

         The Executive acknowledges that the services provided by the Executive
are of a special, unique, and extraordinary nature. The Executive further
acknowledges that his work and experience with the Company will enhance his
value to a Competitive Business, and that the nature of the Confidential
Information to which the Executive has immediate access and will continue to
have access during the course of his employment makes it difficult, if not
impossible, for him to engage in any Competitive Business or work in any
capacity similar to the Executive's duties or services with the Company without
disclosing or utilizing the Confidential Information. The Executive further
acknowledges that his work and experience with the Company places him in a
position of trust with the Company.

         The Executive agrees that restraints imposed upon him pursuant to this
Section are necessary for the reasonable and proper protection of the Company
and its subsidiaries and affiliates, and that each and every one of the
restraints is reasonable in respect to subject matter, length of time and
geographic area. The parties further agree that, in the event that any provision
of this Section shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too large a
geographic area or too great a

                                      -14-
<PAGE>

range of activities, such provision shall be deemed to be modified to permit its
enforcement to the maximum extent permitted by law.

         12. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company and for which the Executive
may qualify, nor shall anything herein limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company. Amounts
which are vested benefits or which the Executive is otherwise entitled to
receive under any plan, policy, practice or program of or any contract agreement
with the Company at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.

         13. FULL SETTLEMENT. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and except as
expressly provided, such amounts shall not be reduced whether or not the
Executive obtains other employment. The Company agrees to pay as incurred
(within 30 days following the Company's receipt of an invoice from the
Executive), to the full extent permitted by law, all reasonable legal fees and
expenses which the Executive or his beneficiaries may reasonably incur as a
result of any contest (regardless of the outcome thereof) by the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by the Executive or his beneficiaries
about the amount of any payment pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable Federal rate provided for in
Section 7872(f)(2)(a) of the Code. The preceding sentence shall not apply with
respect to any such contest if the court having jurisdiction over such contest
determines that the Executive's claim in such contest is frivolous or maintained
in bad faith.

         14. DISPUTES.

         (a) EQUITABLE RELIEF. The Executive acknowledges and agrees that upon
any breach by the Executive of his obligations under Sections 10 or 11 hereof,
the Company will have no adequate remedy at law, and accordingly will be
entitled to specific performance and other appropriate injunctive and equitable
relief.

         (b) ARBITRATION. Excluding only requests for equitable relief by the
Company under Section 14(a) of this Agreement, in the event that there is any
claim or dispute arising out of or relating to this Agreement, or the breach
thereof, and the parties hereto shall not have resolved such claim or dispute
within 60 days after written notice from one party to the other setting forth
the nature of such claim or dispute, then such claim or dispute shall be settled
exclusively by binding arbitration in Dallas, Texas in accordance with the
Commercial Arbitration Rules of the American Arbitration Association by an
arbitrator mutually agreed upon by the parties hereto or, in the absence of such
agreement, by an arbitrator selected according to

                                      -15-
<PAGE>

such Rules. Notwithstanding the foregoing, if either the Company or the
Executive shall request, such arbitration shall be conducted by a panel of three
arbitrators, one selected by the Company, one selected by the Executive and the
third selected by agreement of the first two, or, in the absence of such
agreement, in accordance with such Rules. Neither party shall have the right to
claim or recover punitive damages. Judgment upon the award rendered by such
arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the
application of either party.

         15. INDEMNIFICATION. The Company will indemnify the Executive, to the
maximum extent permitted by applicable law, against all costs, charges and
expenses incurred or sustained by the Executive, including the cost of legal
counsel selected and retained by the Executive in connection with any action,
suit or proceeding to which the Executive may be made a party by reason of the
Executive being or having been an officer, director, or employee of the Company
or any subsidiary or affiliate of the Company.

         16. COOPERATION IN FUTURE MATTERS. The Executive hereby agrees that,
for a period of one (1) year following his termination of employment, he shall
cooperate with the Company's reasonable requests relating to matters that
pertain to the Executive's employment by the Company, including, without
limitation, providing information or limited consultation as to such matters,
participating in legal proceedings, investigations or audits on behalf of the
Company, or otherwise making himself reasonably available to the Company for
other related purposes. Any such cooperation shall be performed at times
scheduled taking into consideration the Executive's other commitments, including
business and family matters, and the Executive shall be compensated at a
reasonable hourly or PER DIEM rate to be agreed by the parties to the extent
such cooperation is required on more than an occasional and limited basis. The
Executive shall not be required to perform such cooperation to the extent it
conflicts with any requirements of exclusivity of services for another employer
or otherwise, nor in any manner that in the good faith belief of the Executive
would conflict with his rights under or ability to enforce this Agreement.

         17. GENERAL.

         (a) NOTICES. All notices and other communications hereunder shall be in
writing or by written telecommunication, and shall be deemed to have been duly
given if delivered personally or if sent by overnight courier or by certified
mail, return receipt requested, postage prepaid or sent by written
telecommunication or telecopy, to the relevant address set forth below, or to
such other address as the recipient of such notice or communication shall have
specified to the other party hereto in accordance with this Section 17(a).

      If to the Company, to:      Ashford Hospitality Trust, Inc.
                                  14180 Dallas Parkway, Suite 900
                                  Dallas, Texas  75254
                                  Attn: Chairman of the Board of Directors

      with a copy to:             Ashford Hospitality Trust, Inc.
                                  14180 Dallas Parkway, Suite 900
                                  Dallas, Texas  75254
                                  Attn: Chief Legal Officer

                                      -16-
<PAGE>

         If to the Executive, at his last residence shown on the records of the
Company,

         with a copy to:
                         ---------------------------
                         ---------------------------
                         ---------------------------
                         ---------------------------
                         ---------------------------

Any such notice shall be effective (i) if delivered personally, when received,
(ii) if sent by overnight courier, when receipted for, and (iii) if mailed, two
(2) days after being mailed as described above.

         (b) SEVERABILITY. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired.

         (c) WAIVERS. No delay or omission by either party hereto in exercising
any right, power or privilege hereunder shall impair such right, power or
privilege, nor shall any single or partial exercise of any such right, power or
privilege preclude any further exercise thereof or the exercise of any other
right, power or privilege.

         (d) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. In making proof of this
Agreement, it shall not be necessary to produce or account for more than one
such counterpart.

         (e) ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the Company's successors and the Executive's personal or legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees. This Agreement shall not be assignable by the Executive, it being
understood and agreed that this is a contract for the Executive's personal
services. This Agreement shall not be assignable by the Company except in
connection with a transaction involving the succession by a third party to all
or substantially all of the Company's business and/or assets (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or
otherwise), in which case such successor shall assume this Agreement and
expressly agree to perform this Agreement in the same manner and to the same
extent as the Company would be required to perform it in the absence of a
succession. For all purposes under this Agreement, the term "Company" shall
include any successor to the Company's business and/or assets that executes and
delivers the assumption agreement described in the immediately preceding
sentence or that becomes bound by this Agreement by operation of law.

         (f) ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties, supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter hereof and may not be amended
except by a written instrument hereafter signed by the Executive and a duly
authorized representative of the Board.

         (g) GOVERNING LAW. This Agreement and the performance hereof shall be
construed and governed in accordance with the laws of the State of Texas,
without giving effect

                                      -17-
<PAGE>

to principles of conflicts of law. Jurisdiction and venue shall be solely in the
federal or state courts of Dallas County, Texas. This provision should not be
read as a waiver of any right to removal to federal court in Dallas County.

         (h) CONSTRUCTION. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rule of strict construction will be applied against any party. The headings of
sections of this Agreement are for convenience of reference only and shall not
affect its meaning or construction.

         (i) PAYMENTS AND EXERCISE OF RIGHTS AFTER DEATH. Any amounts due
hereunder after the Executive's death shall be paid to the Executive's
designated beneficiary or beneficiaries, whether received as a designated
beneficiary or by will or the laws of descent and distribution. The Executive
may designate a beneficiary or beneficiaries for all purposes of this Agreement,
and may change at any time such designation, by notice to the Company making
specific reference to this Agreement. If no designated beneficiary survives the
Executive or the Executive fails to designate a beneficiary for purposes of this
Agreement prior to his death, all amounts thereafter due hereunder shall be
paid, as and when payable, to his spouse, if she survives the Executive, and
otherwise to his estate.

         (j) CONSULTATION WITH COUNSEL. The Executive acknowledges that he has
had a full and complete opportunity to consult with counsel or other advisers of
his own choosing concerning the terms, enforceability and implications of this
Agreement, and that the Company has not made any representations or warranties
to the Executive concerning the terms, enforceability and implications of this
Agreement other than as are reflected in this Agreement.

         (k) WITHHOLDING. Any payments provided for in this Agreement shall be
paid net of any applicable tax withholding required under federal, state or
local law.

                                      -18-
<PAGE>

         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Agreement to be duly executed under seal as of
the date first above written.

                                         REIT:

                                         ASHFORD HOSPITALITY TRUST, INC.

                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------
                                         Dated:
                                                --------------------------------

                                         OPERATING PARTNERSHIP:

                                         ASHFORD HOSPITALITY LIMITED PARTNERSHIP

                                         By:  Ashford OP General Partner, LLC

                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------
                                         Dated:
                                                --------------------------------

                                         EXECUTIVE:

                                         ---------------------------------------
                                         DOUGLAS KESSLER

                                         Dated:
                                                --------------------------------

                                      -19-
<PAGE>

                                   EXHIBIT "A"

                               RELEASE AND WAIVER

         THIS RELEASE AND WAIVER (the "Termination Release") is made as of the
_____ day of ___________, 2003 by DOUGLAS KESSLER (the "Executive").

         WHEREAS, the Executive, Ashford Hospitality Trust, Inc. (the "REIT"),
and Ashford Hospitality Limited Partnership (the "Operating Partnership") have
entered into an Employment Agreement (the "Agreement") dated as of
________________, 2003 and providing certain compensation and severance amounts
upon the Executive's termination of employment; and

         WHEREAS, the Executive has agreed, pursuant to the terms of the
Agreement, to execute a release and waiver in the form set forth in this
Termination Release in consideration of the REIT and the Operating Partnership
(collectively, the "Company") agreement to provide the compensation and
severance amounts upon the Executive's termination of employment set out in the
Agreement; and

         WHEREAS, the Company and the Executive desire to settle all rights,
duties and obligations between them, including without limitation all such
rights, duties, and obligations arising under the Agreement or otherwise out of
the Executive's employment by the Company;

         NOW THEREFORE, intending to be legally bound and for good and valid
consideration the sufficiency of which is hereby acknowledged, the Executive
agrees as follows:

         1. RELEASE. (a) The Executive knowingly and voluntarily releases,
acquits, covenants not to sue and forever discharges the Company, and its
respective owners, parents, stockholders, predecessors, successors, assigns,
agents, directors, officers, employees, representatives, divisions and
subsidiaries (collectively, the "Releasees") from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements, damages,
causes of action, suits, rights, costs, losses, debts and expenses of any nature
whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen,
matured or unmatured, against them which the Executive or any of his heirs,
executors, administrators, successors and assigns ever had, now has or at any
time hereafter may have, own or hold by reason of any matter, fact, or cause
whatsoever from the beginning of time up to and including the date of this
Termination Release, including without limitation all claims arising under the
Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964,
the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of
1993, the Employee Retirement Income Security Act of 1974, Texas Labor Code
Section 21.001, et seq. (Texas Employment Discrimination); Texas Labor Code
Section 61.001, et seq. (Texas Pay Day Act); Texas Labor Code Section 62.002, et
seq. (Texas Minimum Wage Act); Texas Labor Code Section 201.001, et seq. (Texas
Unemployment Compensation Act); Texas Labor Code Section 401.001, et seq.,
specifically Section 451.001 formerly codified as Article 8307c of the Revised
Civil Statutes (Texas Workers' Compensation Act and Discrimination Issues); and
Texas Genetic Information and Testing Law, each as amended, or any other
federal, state or local laws, rules, regulations, judicial decisions or public
policies now or hereafter recognized.

                                      A-1
<PAGE>

         (a) The Executive represents that he has not filed or permitted to be
filed against the Releasee, any complaints, charges or lawsuits and covenants
and agrees that he will not seek or be entitled to any personal recovery in any
court or before any governmental agency, arbitrator or self-regulatory body
against any of the Releasees arising out of any matters set forth in Section
1(a) hereof. Nothing herein shall prevent the Executive from seeking to enforce
his rights under the Agreement. The Executive does not hereby waive or release
his rights to any benefits under the Company's employee benefit plans to which
he is or will be entitled pursuant to the terms of such plans in the ordinary
course.

         2. ACKNOWLEDGMENT. The Company has advised the Executive to consult
with an attorney of his choosing prior to signing this Termination Release and
the Executive hereby represents to the Company that he has been offered an
opportunity to consult with an attorney prior to signing this Termination
Release. The Company has also advised the Executive that Executive has up to
twenty-one days to consider and sign the Release and Waiver and up to seven days
after signing in which to revoke acceptance by giving notice to
______________________________ at __________________ by personal delivery or by
mail postmarked no later than the seventh day after the Executive signs the
Release and Waiver.

         IN WITNESS WHEREOF, the Executive has executed this Termination Release
under seal as of the day and year first above written.

                                                        ------------------------
                                                        DOUGLAS KESSLER

                                      A-2