Exhibit 10-20


                       GUARANTY OF PAYMENT AND PERFORMANCE


     THIS GUARANTY dated December 31, 1997 (the  "GUARANTY") from Essex Partners
Inc., a New York  corporation,  with an office for the  transaction  of business
located at 100 Corporate Woods,  Rochester,  New York 14623 (the "GUARANTOR") To
KEYBANK NATIONAL ASSOCIATION,  a national banking association with an office for
the  transaction of business  located at 50 Fountain  Plaza,  Buffalo,  New York
14202 (the "LENDER").


                                   WITNESSETH:

     WHEREAS,  Erie Hotel LLC, a New York  limited  liability  company,  (herein
called  the  "BORROWER"),  is about to borrow  from the  Lender  the sum of Four
Million Seven Hundred Thousand and 00/100 Dollars, (the "LOAN"); and

     WHEREAS, the Lender is unwilling to make the Loan to the Borrower unless it
receives this Guaranty; and

     WHEREAS,  the  Guarantor is willing to enter into this Guaranty in order to
induce the Lender to make the Loan and the  Guarantor  has approved the form and
substance of any documents  executed or delivered by Borrower in connection with
the Loan (the "Loan Documents").

     NOW,  THEREFORE,  in order to  induce  the  Lender  to make the Loan to the
Borrower  and in  consideration  of the  premises and of other good and valuable
consideration, the Guarantor intends to guarantee absolutely and unconditionally
to the Lender, the punctual payment of the Loan and all notes or other evidences
of indebtedness given by the Borrower to the Lender in connection  therewith and
all extensions, modifications or renewals thereof (collectively, the "Note") and
all  interest  and other sums due under the Note or any Loan  Document  and such
further payment and performance as may be set forth in Article 2 hereof.


                                    ARTICLE I

                REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS

     The Guarantor  hereby  represents and warrants to Lender that:

     SECTION 1.1 CAPACITY OF THE GUARANTOR. Guarantor:

         (A) Has the capacity to enter into this Guaranty.

         (B)  Has an  office  at the  address  set  forth  at the  head  of this
     Guaranty.

     SECTION  1.2 NO  VIOLATION  OF  RESTRICTIONS.  Neither  the  execution  and
delivery of this Guaranty,  the  consummation of the  transactions  contemplated
hereby nor the fulfillment of or compliance with the provisions of this Guaranty
will conflict with or result in a breach of any of the





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terms, covenants, conditions or provisions of any agreement, judgment or order
to which any party named as a Guarantor is a party or by which the Guarantor is
bound, or will constitute a default under any of the foregoing, or result in the
creation or imposition of any lien of any nature whatsoever.

     SECTION 1.3 COMPLIANCE WITH LAW. Each party named as a Guarantor (A) is not
in violation of any law,  ordinance,  governmental  rule,  regulation,  order or
judgment to which the Guarantor may be subject or which would materially  affect
the  business  of the  Guarantor  and (B) has not failed to obtain any  license,
permit,  franchise or other governmental  authorization necessary to the conduct
of their present business.

     SECTION 1.4 FINANCIAL  STATEMENTS.  The financial  statements  submitted by
each party named as Guarantor,  including  balance sheets,  statement of income,
retained  earnings and other related  schedules,  to Lender fairly represent the
financial  condition  as of the date of each  statement  and  there  has been no
adverse change in the financial condition of any Guarantor since the date of the
respective statements submitted to Lender.

     SECTION  1.5  SOLVENCY OF  GUARANTOR  AND  BORROWER.  Each party named as a
Guarantor  is  solvent  and Each  Guarantor  has made an  appropriate  financial
investigation of the Borrower and has determined that the Borrower is solvent at
the time of execution of this Guaranty.


                                    ARTICLE 2

                            COVENANTS AND AGREEMENTS

     SECTION 2.1 GUARANTY OF PAYMENT. The Guarantor irrevocably,  absolutely and
unconditionally guarantees to the Lender:

         (A) The  punctual  payment of the Loan,  the Note,  all  principal  and
     interest due  thereunder  and any other sums due under the Note or any Loan
     Document.

         (B)  The  full  and  prompt  payment  and  performance  of any  and all
     obligations  of  Borrower  to Lender  under the Loan  Documents  including,
     without  limitation,  the  obligations  of  Borrower  concerning  hazardous
     materials  and other  environmental  matters  contained  in any of the Loan
     Documents.

     SECTION 2.2 OBLIGATIONS  UNCONDITIONAL.  This Guaranty shall remain in full
force and effect until the Loan,  the Note and all sums due  thereunder or under
any Loan Document are paid in full,  irrespective  of any  interruptions  in the
business  relationships  of the Borrower and the Guarantor with the Lender,  and
shall  not be  affected,  modified  or  impaired  by any  state  of facts or the
happening from time to time of any event, including,  without limitation, any of
the following, whether or not with notice to or the consent of the Guarantor:



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         (A) The invalidity, irregularity, illegality or unenforceability of, or
     any defect in, the Note or any Loan Document or any collateral security for
     the Loan (the "Collateral").

         (B) Any present or future law or order of any  government  (DE JUERE or
     DE FACTO) or of any agency thereof purporting to reduce, amend or otherwise
     affect  the Note or any  other  obligation  of the  Borrower  or any  other
     obligor or to any other terms of payment.

         (C) The waiver, compromise,  settlement,  release or termination of any
     or all of the  obligations,  covenants or agreements of the Borrower  under
     the Note or any Loan  Documents or of any party named as a Guarantor  under
     this Guaranty.

         (D) The failure to give notice to the Guarantor of the occurrence of an
     event of default under the Note or any other Loan Document.

         (E) The loss, release, sale, exchange, surrender or other change in any
     Collateral.

         (F) The  extension  of the  time for  payment  of any  principal  of or
     interest  on  the  Note  or of  the  time  for  performance  of  any  other
     obligations,  covenants or  agreements  under or arising out of the Note or
     any Loan Document or the extension or the renewal of any thereof.

         (G) The  modification or amendment  (whether  material or otherwise) of
     any  obligation,  covenant or  agreement  set forth in the Note or any Loan
     Document.

         (H) The taking of, or the omission to take, any of the actions referred
     to in the Note or any Loan Document.

         (I) Any  failure,  omission  or  delay  on the  part of the  Lender  to
     enforce,  assert or exercise  any right,  power or remedy  conferred on the
     Lender in the Note or any Loan Document.

         (J) The  voluntary or  involuntary  liquidation,  dissolution,  sale or
     other  disposition of all or substantially  all the assets,  marshalling of
     assets and liabilities,  receivership,  insolvency,  bankruptcy, assignment
     for the benefit of creditors, reorganization, arrangement, composition with
     creditors or readjustment  of, or other similar  proceedings  affecting the
     Guarantor  or the Borrower or any of their  assets,  or any  allegation  or
     contest of the validity of the Note or any Loan Document.

         (K) The  default or  failure  of the  Guarantor  to fully  perform  any
     obligations set forth in this Guaranty.

         (L) Any event or action that would,  in the absence of this  paragraph,
     result in the release or discharge of the Guarantor from the performance or
     observance  of any  obligation,  covenant or  agreement  contained  in this
     Guaranty.

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         (M) Any other circumstances which might otherwise constitute a legal or
     equitable discharge or defense of a surety or a guarantor.

     SECTION 2.3  WAIVER BY GUARANTOR. The Guarantor hereby waives:

         (A) Notice of acceptance of this Guaranty.

         (B)  Diligence,  presentment  and demand for payment of the Loan and/or
     the Note.

         (C) Protest and notice of protest, dishonor or default to the Guarantor
     or to any other party with respect to the Loan.

         (D) Any and all  notices  to which the  Guarantor  might  otherwise  be
     entitled.

         (E) Any demand for payment under this Guaranty.

         (F) Any and all defenses to payment including,  without limitation, any
     defenses and  counterclaims  of the  Guarantor  or the Borrower  based upon
     fraud,  negligence or the failure of any  condition  precedent or claims of
     offset   or   defenses   involving   the   invalidity,    irregularity   or
     unenforceability of all or any part of the liabilities herein guaranteed or
     any defense otherwise available to the Guarantor or the Borrower.

         (G) Until the Loan is repaid in full,  unless  Lender is  required by a
     court of competent  jurisdiction to disgorge any payment(s) received by it,
     any and all rights of subrogation,  reimbursement,  indemnity, exoneration,
     contribution  or any other claim which the  Guarantor  may now or hereafter
     have  against the  Borrower or any other  person  directly or  contingently
     liable for the Loan guaranteed hereunder, or against or with respect to the
     Borrower's    property    (including,    without    limitation,    property
     collateralizing  the Loan),  arising from the existence or  performance  of
     this  Guaranty  and  whether or not such claim,  right or remedy  arises in
     equity, under contract, by statute, under common law or otherwise.

     SECTION 2.4 NATURE OF GUARANTY.  This Guaranty is a guaranty of payment and
not of collection and the Guarantor  hereby waives the right to require that any
action be brought  first  against the  Borrower or any other  Guarantor,  or any
security, or to require that resort be made to any security or to any balance of
any  deposit  account  on  credit  on the  books of the  Lender  in favor of the
Borrower or of any Guarantor.

     SECTION 2.5 CONTINUATION OF GUARANTY. The Guarantor further agrees that the
obligations hereunder shall continue to be effective or reinstated,  as the case
may be, if at any time  payment  or any part  thereof of the Loan or the Note is
rescinded  or must  otherwise be restored by the Lender upon the  bankruptcy  or
reorganization of the Borrower, the Guarantor or otherwise.

     SECTION 2.6  SUBORDINATION OF DEBT. The Guarantor  hereby  subordinates any
and all  indebtedness  of Borrower  now or  hereafter  owed to  Guarantor to all
indebtedness of Borrower to


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Lender and agrees  with  Lender  that  Guarantor  shall not demand or accept any
payment  from  Borrower,  shall  not  claim any  offset  or other  reduction  of
Guarantor's obligations hereunder because of any such indebtedness and shall not
take any action to obtain any interest in any of the  security  described in and
encumbered  by the  Loan  Documents;  provided,  however,  that,  if  Lender  so
requests,  such  indebtedness  shall be  collected,  enforced  and  received  by
Guarantor  as  trustee  for  Lender  and paid over to Lender on  account  of the
indebtedness  of Borrower to Lender,  but without  reducing or  affecting in any
manner the  liability of Guarantor  under the other  provisions of this Guaranty
except to the extent the principal amount of such outstanding indebtedness shall
have been reduced by such payment.

     SECTION 2.7 FINANCIAL  STATEMENTS.  Guarantor will advise Lender in writing
if Guarantor operates on other than a calendar year basis. Guarantor will at all
times keep proper  books of record and  account in which full,  true and correct
entries  shall  be  made  in  accordance  with  generally  accepted   accounting
principles  and will  deliver to Lender,  within one  hundred  fifty (150) days
after the end of each fiscal year of Guarantor,  a copy of the annual  financial
statements of Guarantor relating to such fiscal year, such statements to include
(A) the balance sheet of Guarantor as at the end of such fiscal year and (B) the
related  income  statement,  statement  of retained  earnings  and  statement of
changes in the financial position of Guarantor for such fiscal year, prepared by
such certified public  accountants as may be reasonably  satisfactory to Lender.
Guarantor  also  agrees to deliver to Lender from time to time at the request of
Lender, such other financial information with respect to Guarantor as Lender may
request.  If Guarantor  fails to provide any statement  required by this Section
for ten (10) days after notice of said failure  from Lender,  Guarantor  will be
obligated  to pay a fee of $500.00  for each  successive  thirty (30) day period
after the  expiration  of the notice period during which Lender has not received
the required statement or return.

     SECTION 2.8 TRANSFER OF INTEREST. Guarantor agrees not to make or permit to
be made, by a voluntary or  involuntary  means,  any transfer of the interest of
Guarantor in the Borrower,  without first obtaining the prior written consent of
Lender.


                                    ARTICLE 3

                                EVENTS OF DEFAULT

     SECTION 3.1 EVENTS OF DEFAULT DEFINED. An "Event of Default" shall exist if
any of the following occurs:

         (A) Any party  named as a  Guarantor  fails to perform  or observe  any
     covenant contained herein.

         (B) Any warranty,  representation or other statement by or on behalf of
     any party  named as a  Guarantor  contained  in this  Guaranty  is false or
     misleading in any material respect when made.



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         (C) A receiver, liquidator or trustee of any party named as a Guarantor
     or any of his or its property is  appointed  by court  order,  or any party
     named as a Guarantor is adjudicated  bankrupt or insolvent or any of his or
     its property is sequestered by court order and such order remains in effect
     for more than sixty (60) days,  or a petition  is filed  against  any party
     named as a Guarantor  under any  bankruptcy,  reorganization,  arrangement,
     insolvency,  readjustment  of debt,  dissolution or liquidation  law of any
     jurisdiction,  whether now or  hereafter  in effect,  and is not  dismissed
     within sixty (60) days of such filing.

         (D) Any  party  named as a  Guarantor  files a  petition  in  voluntary
     bankruptcy  or seeks  relief  under any  provision  of any  reorganization,
     arrangement,  insolvency,  readjustment of debt, dissolution or liquidation
     law of any jurisdiction, whether now or hereafter in effect, or consents to
     the filing of any petition against it under any such law.

         (E) Any party named as a Guarantor  makes an assignment for the benefit
     of creditors or admits in writing  inability to pay debts generally as they
     become  due,  or consents  to the  appointment  of a  receiver,  trustee or
     liquidator of all or any part of his or its property.

         (F) The  occurrence  of an  Event  of  Default  under  any  other  Loan
     Document.

     SECTION 3.2 REMEDIES ON DEFAULT. If an event of default exists,  Lender may
proceed to enforce  the  provisions  hereof and to  exercise  any other  rights,
powers and remedies available to the Lender.

     SECTION 3.3 WAIVER AND NOTICE.

         (A) No  remedy  herein  conferred  upon or  reserved  to the  Lender is
     intended to be exclusive  of any other  available  remedy or remedies,  but
     each and every such remedy shall be cumulative  and shall be in addition to
     every other remedy given under this  Guaranty now or hereafter  existing at
     law or in equity or by statute.

         (B) No delay or omission to exercise any right or power  accruing  upon
     the occurrence of any Event of Default shall impair any such right or power
     or shall be construed to be a waiver  thereof,  but any such right or power
     may be exercised from time to time and as often as may be deemed expedient.

         (C) In order to entitle the Lender to exercise  any remedy  reserved to
     it in this  Guaranty,  it shall not be necessary to give any notice,  other
     than such notice as may be expressly required in this Guaranty.

         (D) No waiver,  amendment,  release or  modification  of this  Guaranty
     shall be established by conduct, custom or course of dealing.



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                                    ARTICLE 4

                                  MISCELLANEOUS

     SECTION 4.1 CONSTRUCTION. If this Guaranty is executed by two or more
parties, they shall be jointly and severally liable hereunder and the phrase
Guarantor whenever used herein shall be construed to refer to each of the
parties in the same manner and with the same effect as if each party had signed
a separate guaranty.

     SECTION 4.2 GOVERNING Law. This Guaranty shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 4.3 SUBMISSION TO JURISDICTION.  The Guarantor  hereby  irrevocably
and unconditionally agrees that any suit, action or proceeding arising out of or
relating to this  Guaranty  shall be brought in the state courts of the State of
New York or federal  district  court for the  Western  District  of New York and
waives any right to object to jurisdiction within either of the foregoing forums
by Lender. Nothing contained herein shall prevent Lender from bringing any suit,
action or proceeding or exercising  any rights  against any security and against
any Guarantor personally, and against any property of any Guarantor,  within any
other  jurisdiction  and the  initiation  of such suit,  action or proceeding or
taking  of  such  action  in any  such  other  jurisdiction  shall  in no  event
constitute a waiver of the agreements  contained herein with respect to the laws
of the State of New York  governing  the rights and  obligations  of the parties
hereto or the  agreement  of the  Guarantor  to submit to personal  jurisdiction
within the State of New York.

     SECTION 4.4 WAIVER OF JURY TRIAL.  The  Guarantor and Lender agree that any
suit,  action or proceeding  arising  under or in connection  with this Guaranty
shall be before a court without a jury.

     SECTION  4.5  SUCCESSORS  AND  ASSIONS.  This  Guaranty  shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto.

     SECTION  4.6  NOTICES.  Any  notices  required  or  permitted  to be  given
hereunder  shall be: (i)  personally  delivered or (ii) given by  registered  or
certified mail, postage prepaid, return receipt requested, or (iii) forwarded by
overnight courier service, in each instance addressed to the addresses set forth
at the head of this  Guaranty,  or such other  addresses  as the parties may for
themselves  designate in writing as provided herein for the purpose of receiving
notices hereunder. All notices shall be in writing and shall be deemed given, in
the case of notice by personal delivery,  upon actual delivery,  and in the case
of  appropriate  mail or courier  service,  upon  deposit  with the U.S.  Postal
Service or delivery to the courier service.

     SECTION 4.7 ENTIRE  AGREEMENT.  This  Guaranty  and the Note and other Loan
Documents  constitute the entire understanding  between Borrower,  the Guarantor
and the Lender and to the extent that any  writings  not signed by the Lender or
oral statements or conversations at any time


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made or had are inconsistent  with the provisions of this Guaranty,  the Note or
the other Loan Documents, the same shall be null and void.

     SECTION 4.8 AMENDMENTS. No amendment, change,  modification,  alteration or
termination  of this Guaranty  shall be made except upon the written  consent of
the Lender.

     SECTION 4.9  ASSIGNMENT.  This Guaranty is assignable by Lender in whole or
in part in conjunction with an assignment of the Note and any assignment  hereof
or any transfer or assignment  of the Note or portions  thereof shall operate to
vest in any such  assignee  the  rights  and  powers,  in  whole or in part,  as
appropriate, herein conferred upon and granted to Lender.

     SECTION 4.10 PARTIAL INVALIDITY.  The invalidity or unenforceability of any
one or more phrases,  sentences,  clauses or sections in this Guaranty shall not
affect the validity or enforceability of the remaining  portions of the Guaranty
or any part thereof.

     IN WITNESS WHEREOF,  the Guarantor has executed this Guaranty as of the day
and year first above written.

                                       ESSEX PARTNERS INC.



                                       BY:  /s/ Barbara J. Purvis
                                          ----------------------------
                                          Barbara J. Purvis
                                          Senior Vice-President



STATE OF NEW YORK        )
COUNTY OF MONROE         ) ss.:

     On the 31st day of December,  1997,  before me  personally  came Barbara J.
Purvis,  to me known who,  being by me duly  sworn,  did depose and say that she
resides  at 66  Castlebar  Road,  Rochester,  New York;  that she is the  Senior
Vice-President  of Essex Partners Inc., the  corporation  described in and which
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of said corporation.

                                           /s/ Mark R. Foerster
                                           ------------------------------
                                                     Notary Public


MARK R. FOERSTER
Notary Public in the State of New York
MONROE COUNTY
Commission Expires May 31, 1999


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