Exhibit 10.1
 CONSTRUCTION LOAN AGREEMENT
(Arizona  Income Property)
 By and Between
 SUMMIT HOTEL PROPERTIES, LLC,
as Borrower
 and
 COMPASS BANK,
as Bank




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CONSTRUCTION LOAN AGREEMENT
 (Arizona  Income Property)




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Disbursement
 Cost Breakdown
        Loan in Balance; Borrowers Funds Account
  2




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Disbursement Conditions, Amounts and Procedures
  Loan Fee
  Loan Phases
  Covenants of the Borrower
  3




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Commencement and Completion of Improvements
     Requirements
  Changes
      4




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Construction Information and Verification
       5




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Permits, Licenses and Approvals
  Purchase of Materials; Conditional Sales Contracts
  Site Visits; Right to Stop Work
   6




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Protection Against Lien Claims
  Signs and Publicity
  Insurance
   7




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Income from Property
  Payment of Expenses
  8




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Financial and Other Information of Borrower
  Annual Borrower
 Quarterly Borrower
 Annual Project
 Quarterly Project
 Compliance Certificate
 Notices
  9




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Intentionally Deleted
 Performance of Acts
  Negative Covenants
    Transfer of Assets to a Trust
  10




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Appraisals
   Hedge Agreement
 Hedge
Agreement
 Intentionally Deleted
 Representations and Warranties
  Authority
  Compliance
  11




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Enforceability
  No Violation
  No Claims
  Financial Information
  Accuracy
  Loan in Balance; Adequacy of Loan
  12




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Taxes
  Utilities
  Borrower Not a Foreign Person
  Intentionally Deleted
 Maximum Loan-to-Value Ratio
 Maximum Loan-to-Cost Ratio
 Debt Service Coverage Ratio
 13




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Conditions Precedent to Closing
  Financial Statements of Borrower and Other Financial Information
  Organizational Documents
  Title Insurance Commitment; Survey
  Insurance
  Taxes
  14




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Appraisal
  Environmental Site Assessment
  Construction Analysis
  General Information
  Loan Documents
  Opinion Letters
  Fees
  Debt Service Coverage Ratio
  15




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Miscellaneous
  Default and Remedies
 Events of Default
           16




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Other Loans
 17




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Remedies
    Jury Waiver
  18




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Miscellaneous Provisions
 No Waiver; Consents
  Purpose and Effect of Bank Approval
  No Commitment to Increase Loan
  No Third Parties Benefited
  Joint and Several Liability
  19




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Notices
  Authority to File Notices
  Actions
  Attorneys Fees
  Governing Law and Jurisdiction
  20




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Heirs, Successors and Assigns
  Relationships With Other Bank Customers
  Improvement District
  Restriction on Personal Property
  21




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Force Majeure
  Severability
  Interpretation
  Amendments
  Counterparts
  Language of Agreement
  Exchange of Information
  22




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Survival
  Further Performance
  Time is of the Essence
  Recitals; Exhibits
  Integration and Relation to Loan Commitment
  USA PATRIOT ACT NOTIFICATION
  23




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Government Regulation
  Exhibits
  24




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SUMMIT HOTEL PROPERTIES, LLC, a South
 Dakota limited
liability companyBy:
    
    /s/ Kerry W. BoekelheideName: Kerry W. BoekelheideTitle: Authorized SignatoryAddress:2701 S. Minnesota Avenue, Suite #6Sioux Falls, South Dakota 57105Attn: Hulyn FarrWith a copy to:Hagen, Wilka & Archer, LLP600 S. Main Street, Suite 102P.O. Box 964Sioux Falls, South Dakota 57104-0964Attn: Jennifer Larsen




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COMPASS BANK, an Alabama banking corporationBy:Name:Title:Address:2850 East Camelback Road, Suite 140
Phoenix, Arizona 85016With a copy to:Snell & Wilmer l.l.p.One Arizona Center400 East Van BurenPhoenix, Arizona 85004-2202Attention: Craig K. Williams, Esq.




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EXHIBIT A




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EXHIBIT B COST BREAKDOWN
 Total
    
    
    Borrower
    
    
    CompassItem
    
    Budget
    
    
    Funds
    
    
    LoanLand
    
    $
    3,500,000
    
    
    $
    3,500,000
    
    
    $
    0Construction Costs
    
    $
    11,412,682
    
    
    $
    118,800
    
    
    $
    11,293,882Add-on
Site/Construction Costs
    
    $
    2,980,000
    
    
    $
    2,454,585
    
    
    $
    525,415Architect & Engineering
    
    $
    900,000
    
    
    $
    718,739
    
    
    $
    181,261Franchise Fee
    
    $
    70,000
    
    
    $
    70,000
    
    
    $
    0Permits & Fees
    
    $
    550,000
    
    
    $
    97,370
    
    
    $
    452,630Professional Dev./Loan Fees
    
    $
    710,000
    
    
    $
    371,417
    
    
    $
    338,583Signage
    
    $
    150,000
    
    
    $
    
    
    
    $
    150,000Phone & Audio Equipment
    
    $
    110,000
    
    
    $
    
    
    
    $
    110,000PMS/POS
    
    $
    91,000
    
    
    $
    
    
    
    $
    91,000Internet High Speed
    
    $
    40,000
    
    
    $
    
    
    
    $
    40,000Interest Reserve
    
    $
    1,900,000
    
    
    $
    849,479
    
    
    $
    1,050,521Fixtures,
Furniture & Equipment
    
    $
    2,900,000
    
    
    $
    1,436
    
    
    $
    2,898,564Start-Up/Organization Costs
    
    $
    900,000
    
    
    $
    38,594
    
    
    $
    861,406Contingency
    
    $
    1,187,718
    
    
    $
    
    
    
    $
    1,187,718$
    0TOTAL PROJECT COSTS
    
    $
    27,401,400
    
    
    $
    8,220,420
    
    
    $
    19,180,980




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EXHIBIT C
 Improvements
  Reserved
 Construction Contractor
 
 Plans and Specifications
  Job No.
    

Preparer




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EXHIBIT D
  Credit and Security Documents
 þ
 þ
 þ
 þ
 þ
 þ
 Evidence of Authority
 þ
 þ
  þ
 þ




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EXHIBIT E
 Conditions to Disbursement
   Loan Closing and First Disbursement
  Exhibit E
  Exhibit B




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Subsequent Disbursements
         Disbursement Amounts
  Disbursements of Soft Costs (Financing Related Costs)
  2




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2.2
    
    Disbursements of Certain Hard Costs Requiring Retention (Development and
Construction Costs)
          3




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Disbursement of Interest Reserve
  Disbursement Procedures
  Draw Requests
    Debit of Loan at Closing
  4




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Account
 
 Disbursements to Other Parties
  Payments
  Interest on Disbursements
  Authorized Signers
  5