Exhibit 10-21


                             GUARANTY OF COMPLETION


     THIS GUARANTY,  dated December 31, 1997, is given by Essex Partners Inc., a
New York corporation,  having an office at 100 Corporate Woods,  Rochester,  New
York 14623,  (the  "GUARANTOR"),  to KEYBANK  NATIONAL  ASSOCIATION,  a national
banking  association  having an office at 50 Fountain Plaza,  Buffalo,  New York
14202 ("LENDER").


                                    RECITALS:
WHEREAS:

     A. Erie Hotel LLC, a New York limited liability company (the "BORROWER") is
the owner of certain real property located at Old Oliver Road at I-90,  Township
of Summit,  Erie County,  Pennsylvania,  as more  particularly  described in the
Mortgage (hereinafter defined) (the "PROPERTY");

     B. Borrower  intends to construct  and install  certain  improvements  (the
"IMPROVEMENTS") on the Property;

     C. Borrower has asked Lender to provide financing for a portion of the cost
of  constructing  and installing the  Improvements  by making a loan to Borrower
pursuant to, and subject to the conditions  set forth in, that certain  Building
Loan  Agreement  between  Borrower and Lender dated of even date  herewith  (the
"BUILDING  LOAN  AGREEMENT")  and  evidenced  by a  certain  Promissory  Note of
Borrower to Lender (the "NOTE") in the principal amount of  $4,700,000.00  dated
of even date herewith (the "BUILDING LOAN");

     D. The Building Loan will be or is secured by a certain  Open-End  Mortgage
And Security Agreement given by the Borrower to the Lender covering the Property
and recorded in the Erie County Clerk's Office (the "BUILDING LOAN MORTGAGE");

     E. The Note, the Building Loan Agreement and the Building Loan Mortgage are
hereinafter collectively referred to as the "BUILDING- LOAN DOCUMENTS;"

     F.  Lender  is  unwilling  to make the  Building  Loan to  Borrower  unless
Guarantor executes a guaranty of completion in the form hereof, and

     G. Guarantor acknowledges that the malting of the Building Loan to Borrower
will result in substantial economic benefits to it.

     NOW,  THEREFORE,  in  consideration of the premises and to induce Lender to
make  the  Building   Loan  to  Borrower,   and  for  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Guarantor hereby covenants and agrees with Lender as follows:





<PAGE>



     1. All capitalized  terms used herein and not otherwise  defined shall have
the same meanings assigned thereto in the Building Loan Agreement.

     2. Guarantor  acknowledges  receipt of a set of the Plans and a copy of the
Architect's Agreement,  the Contract and the Building Loan Agreement.  Guarantor
agrees that the Plans may be changed from time to time, and that the Architect's
Agreement,  the  Contract  and the Building  Loan  Agreement  may be modified or
amended  from time to time  without in any manner  affecting  this  Guaranty  or
releasing  the  Guarantor  therefrom  and without  obtaining  the consent of the
Guarantor thereto.


     3.  Guarantor  guarantees  to  Lender  the  Lien  Free  Completion  of  the
Improvements  (as  hereinafter  defined)  and  the  prompt  performance  of  all
obligations  of the Borrower  under the Building  Loan Mortgage and the Building
Loan Agreement.  The term "LIEN FREE COMPLETION OF THE IMPROVEMENTS"  shall mean
completion of the  construction  and equipping of the Improvements in a good and
workmanlike  manner and in full compliance with all requirements of the Township
of Summit,  Erie  County,  Pennsylvania  and all other  applicable  Governmental
Authorities  and  ready  for  occupancy  on  or  before  the  Completion   Date,
substantially  in accordance  with the Plans and the terms and conditions of the
Contract and in compliance with the terms of the Building Loan  Agreement,  free
and  clear of all  mechanic's  liens and any other  liens,  security  interests,
encumbrances or exceptions to title,  except for Permitted  Exceptions,  and the
issuance and delivery to the Lender of all evidence of  Completion  on or before
the Maturity Date. The  Guarantor's  Obligations  under this Section 3, shall be
conditioned upon the Lender's  disbursement of the proceeds of the Building Loan
to the Borrower or the Guarantor.

     4. In the  event  that  Borrower  fails to pay when due any sums due to any
person,  firm or corporation for work, labor or services performed or materials,
supplies or equipment furnished in connection with the construction or equipping
of the Improvements, Guarantor agrees to pay the same.

     5. In the event that  Borrower  fails to fully pay or to bond and discharge
of record any  mechanic's  lien within  thirty (30) days after the  recording or
filing thereof, Guarantor agrees to do so.

     6. In the event that the Guarantor shall advance or become obligated to pay
any sums toward the  construction  or  equipping of the  Improvements  or in the
event  that for any reason  Borrower  shall  hereafter  become  indebted  to the
Guarantor,  the amount of such  advance,  payment or  indebtedness  shall at all
times be subject  and  subordinate  in lien and  payment to all  amounts due and
owing to Lender under the Note or the Building Loan Mortgage.  Nothing contained
herein  is  intended  nor  shall be  construed  to give  Guarantor  any right of
subrogation in or under the Note or the Building Loan Mortgage,  or any right to
participate in any way therein,  notwithstanding  any payments made by it toward
the  construction  or equipping of the  Improvements  or any payments made by it
under this Guaranty,  all such rights of  subrogation  and  participation  being
hereby expressly and irrevocably waived and released.



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<PAGE>



     7. This Guaranty shall remain in full force and effect notwithstanding:

        (a) the invalidity or unenforceability of any of the terms or provisions
of the Building Loan Documents, the Architect's Agreement or the Contract;

        (b) the release or discharge of Borrower, the Architect, the Contractor,
or any guarantor in any  bankruptcy,  insolvency,  reorganization,  arrangement,
readjustment, composition, dissolution, liquidation or other similar proceeding;
or

        (c) any other circumstances which might otherwise  constitute a legal or
equitable  release or discharge of the Borrower  under any of the Building  Loan
Documents, the Architect under the Architect's Agreement or the Contractor under
the Contract.

     8. Guarantor  hereby waives notice of acceptance of this Guaranty by Lender
and of any action by Lender in reliance hereon.

     9. Any notice,  demand or request by Lender to Guarantor hereunder shall be
in writing  and shall be deemed to have been duly  given or made when  delivered
personally  to Guarantor or when  mailed,  postage  prepaid,  by  registered  or
certified  mail to Guarantor  at their  address set forth above or at such other
addresses as Guarantor may designate by written notice to Lender.

     10. This  Guaranty may not be changed or terminated  orally,  but only by a
written instrument signed by Lender.

     11. This Guaranty shall be governed by and construed in accordance with
the laws of the State of New York.

     This  Guaranty  shall be binding upon  Guarantor and its  respective  legal
representatives  and  fiduciaries  and shall  inure to the benefit of and may be
enforced by Lender,  its successors and assigns and any subsequent holder of the
Building Loan Mortgage.

     If  the  Guarantor  consists  of  more  than  one  person  or  entity,  the
obligations  and  liabilities  of each such person or entity  shall be joint and
several.

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



                                       ESSEX PARTNERS INC.


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



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<PAGE>


STATE OF NEW YORK         )
COUNTY OF MONROE          ) ss:

     On this 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 she signed her name by authority 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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