**TABLE OF CONTENTS**       1. Definitions  1        2. Appointment  8        3. Duties Of The Advisor  8        4. Authority Of Advisor  10        5. Bank Accounts  10        6. Records; Access  11        7. Limitations On Activities  11        8. Relationship With Director  11        9. Fees  11        10. Expenses  13        11. Other Services  15        12. Reimbursement To The Advisor  15        13. Investment Opportunities  15        14. Business Combination  15        15. Other Activities Of The Advisor  16        16. Term Of Agreement  17        17. Termination By The Parties  17        18. Assignment To An Affiliate  17        19. Payments To And Duties Of Advisor Upon Termination  17        20. Indemnification By The Company And The Operating Partnership  18        21. Indemnification By Advisor  19        22. Notices  20        23. Modification  20 
 

 
       24. Severability  20        25. Construction  20        26. Entire Agreement  20        27. Indulgences, Not Waivers  21        28. Gender  21        29. Titles Not To Affect Interpretation  21        30. Execution In Counterparts  21 
 

 
**AMENDED AND RESTATED ADVISORY AGREEMENT**     THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated and effective as of the 14thday of August, 2009 (this “Agreement”), is entered into by and among Moody National REIT I,Inc., a Maryland corporation (the “Company”), Moody National Operating Partnership I, L.P.,a Delaware limited partnership (the “Operating Partnership”), Moody National Advisor I,LLC, a Delaware limited liability company (the “Advisor”), and, solely in connection withthe obligations set forth in Section 13 hereof, Moody National Realty Company, L.P., a Texaslimited partnership (“Moody National,” and collectively with the Company, the OperatingPartnership and the Advisor, the “Parties”). Capitalized terms used herein shall have themeanings ascribed to them in Section 1 below.**WITNESSETH**     WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investmentspermitted by the terms of Sections 856 through 860 of the Code;     WHEREAS, the Company is the general partner of the Operating Partnership and intends toconduct all of its business and make all Investments through the Operating Partnership;     WHEREAS, the Company and the Operating Partnership desire to avail themselves of theexperience, sources of information, advice, assistance and certain facilities of the Advisor and tohave the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, andsubject to the supervision, of the Board of Directors of the Company, all as provided herein;     WHEREAS, the Advisor is willing to undertake to render such services, subject to thesupervision of the Board of Directors, on the terms and conditions hereinafter set forth;     WHEREAS, the Parties previously entered into that certain Advisory Agreement, dated as ofMarch 29, 2009 and effective as of April 15, 2009 (the “Original Advisory Agreement”); and     WHEREAS, the Parties desire to amend, restate and supersede the Original Advisory Agreement inits entirety pursuant to this Agreement.     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreementscontained herein, the Parties hereto, intending to be legally bound, hereby agree as follows:     **1. DEFINITIONS.**As used in this Agreement, the following terms have the definitionshereinafter indicated:     **Acquisition Expenses****.**Any and all expenses, exclusive of Acquisition Fees, incurredby the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connectionwith the selection, acquisition, origination, making or development of any Investments, whether
 

 
or not acquired, including, without limitation, legal fees and expenses, travel andcommunications expenses, costs of appraisals, nonrefundable option payments on property notacquired, accounting fees and expenses, title insurance premiums, and the costs of performing duediligence.     **Acquisition Fees****.**Any and all fees and commissions, exclusive of AcquisitionExpenses, paid by any Person to any other Person (including any fees or commissions paid by or toany Affiliate of the Company, the Operating Partnership or the Advisor) in connection with makingor investing in Securities and Debt-related investments or the purchase, development orconstruction of any Real Estate Asset, including real estate commissions, selection fees,development fees, construction fees, nonrecurring management fees, loan fees, points or any otherfees of a similar nature. Excluded shall be (i) Origination Fees and (ii) development fees andconstruction fees paid to any Person not affiliated with the Sponsor in connection with the actualdevelopment and construction of a project.     **Advisor****.**Moody National Advisor I, LLC, a Delaware limited liability company, anysuccessor advisor to the Company, the Operating Partnership or any Person to which Moody NationalAdvisor I, LLC or any successor advisor subcontracts substantially all of its functions.Notwithstanding the foregoing, a Person hired or retained by Moody National Advisor I, LLC toperform property management and related services for the Company or the Operating Partnership thatis not hired or retained to perform substantially all of the functions of Moody National Advisor I,LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to bean Advisor.     **Affiliate or Affiliated****.**With respect to any Person, (i) any Person directly orindirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of theoutstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more ofwhose outstanding voting securities are directly or indirectly owned, controlled or held, with thepower to vote, by such other Person; (iii) any Person directly or indirectly controlling,controlled by or under common control with such other Person; (iv) any executive officer, director,trustee or general partner of such other Person; and (v) any legal entity for which such Personacts as an executive officer, director, trustee or general partner.     **Articles of Incorporation****.**The Articles of Incorporation of the Company, as amendedfrom time to time.     **Asset Management Fee**. The term “Asset Management Fee” shall mean the fee payable tothe Advisor pursuant to Section 9(e).     **Average Invested Assets****.**For a specified period, the average of the aggregate bookvalue of the assets of the Company invested, directly or indirectly, in Investments beforededucting depreciation, bad debts or other non-cash reserves, computed by taking the average ofsuch values at the end of each month during such period.     **Board of Directors or Board****.**The persons holding such office, as of any particulartime, under the Articles of Incorporation, whether they be the Directors named therein oradditional or successor Directors.
-2-

 
     **Bylaws****.**The bylaws of the Company, as the same are in effect from time to time.     **Cause****.**With respect to the termination of this Agreement, fraud, criminal conduct,misconduct or negligent breach of fiduciary duty by the Advisor, or a material breach of thisAgreement by the Advisor.     **Code****.**Internal Revenue Code of 1986, as amended from time to time, or any successorstatute thereto. Reference to any provision of the Code shall mean such provision as in effectfrom time to time, as the same may be amended, and any successor provision thereto, as interpretedby any applicable regulations as in effect from time to time.     **Company****.**The term “Company” shall have the meaning set forth in the preamble of thisAgreement.     **Contract Sales Price****.**The total consideration received by the Company for the sale ofa Real Estate Asset or a Securities and Debt-related Investment.     **Dealer Manager****.**Moody National Securities, LLC, or such other Person or entityselected by the Board of Directors to act as the dealer manager for the Offering. Moody NationalSecurities, LLC is a member of the Financial Industry Regulatory Authority.     **Debt Financing Fees**. The term “Debt Financing Fees” shall mean the fees payable tothe Advisor pursuant to Section 9(f).     **Dealer Manager Fee****.**3.5% of Gross Proceeds from the sale of Shares in the PrimaryOffering, payable to the Dealer Manager for serving as the dealer manager of such Offering.     **Director****.**A member of the Board of Directors of the Company.     **Disposition Fees**. The term “Dispositions Fees” shall mean the fees payable to theAdvisor pursuant to Section 9(d).     **Distributions****.**Any distributions of money or other property by the Company to ownersof Shares, including distributions that may constitute a return of capital for federal income taxpurposes.     **Excess Amount**. The term “Excess Amount” shall have the meaning set forth in Section12.     **Expense Year**. The term “Expense Year” shall have the meaning set forth in Section 12.     **GAAP****.**Generally accepted accounting principles as in effect in the United States ofAmerica from time to time.     **Good Reason****.**With respect to the termination of this Agreement, (i) any failure toobtain a satisfactory agreement from any successor to the Company or the Operating Partnership toassume and agree to perform the Company’s or the Operating Partnership’s obligations under
-3-

 
this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by theCompany or the Operating Partnership.     **Gross Proceeds****.**The aggregate purchase price of all Shares sold for the account ofthe Company through all Offerings, without deduction for Sales Commissions, volume discounts, anymarketing support and due diligence expense reimbursement or Organization and Offering Expenses.For the purpose of computing Gross Proceeds, the purchase price of any Share for which reducedSales Commissions are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to theCompany are not reduced) shall be deemed to be the full amount of the offering price per Sharepursuant to the Prospectus for such Offering without reduction.     **Indemnitee**. The terms “Indemnitee and “Indemnitees” shall have the meaning set forthin Section 20 herein.     **Independent Director****.**The term “Independent Director” shall have the meaning set forthin the Articles of Incorporation.     **Investments**. Any investments by the Company or the Operating Partnership in RealEstate Assets and Securities and Debt-related Investments.     **Joint Ventures****.**The joint venture or partnership arrangements (other than with theOperating Partnership) in which the Company or any of its subsidiaries is a co-venturer or generalpartner which are established to acquire Real Properties.     **Listing****.**The listing of the Shares on a national securities exchange or the receiptby the Company’s Stockholders of securities that are listed on a national securities exchange inexchange for the Company’s common stock. Upon such Listing, the Shares shall be deemed Listed.     **Loans**. Any indebtedness or obligations in respect of borrowed money or evidenced bybonds, notes, debentures, deeds of trust, letters of credit or similar instruments, includingmortgages and mezzanine loans.     **NASAA REIT Guidelines**. The Statement of Policy Regarding Real Estate InvestmentTrusts published by the North American Securities Administrators Association on May 7, 2007, as maybe amended from time to time.     **Net Income****.**For any period, the Company’s total revenues applicable to such period,less the total expenses applicable to such period other than additions to reserves fordepreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale ofthe Company’s assets.     **Offering****.**The public offering of Shares pursuant to a Prospectus.     **Operating Partnership****.**The term “Operating Partnership” shall have the meaning setforth in the preamble of this Agreement.
-4-

 
     **Operating Partnership Agreement****.**The Operating Partnership Agreement by and among theCompany, Moody National LPOP I, LLC and Moody OP Holdings I, LLC.     **OP Unit****.**Units of limited partnership interest in the Operating Partnership.     **Organizational and Offering Expenses****.**Organizational and Offering Expenses means allexpenses incurred by or on behalf of the Company in connection with and in preparing the Companyfor registration of and subsequently offering and distributing its Shares to the public, whetherincurred before or after the date of this Agreement, which may include but are not limited to,total underwriting and brokerage discounts and commissions (including fees of the underwriters’attorneys); any expense allowance granted by the Company to the underwriter or any reimbursement ofexpenses of the underwriter by the Company; expenses for printing, engraving and mailing; salariesof employees while engaged in sales activity; telephone and other telecommunications costs; alladvertising and marketing expenses (including the costs related to investor and broker-dealer salesmeetings); charges of transfer agents, registrars, trustees, escrow holders, depositaries andexperts; and expenses of qualification of the sale of the securities under Federal and State laws,including taxes and fees, accountants’ and attorneys’ fees.     **Original Advisory Agreement**. The term “Original Advisory Agreement” shall have themeaning set forth in the recitals to this Agreement.     **Origination Fees**. The term “Origination Fees” shall mean the fees payable to theAdvisor pursuant to Section 9(b).     **Person****.**An individual, corporation, partnership, trust, joint venture, limitedliability company or other entity.     **Primary Offering**. The portion of an Offering other than the Shares offered pursuantto the Company’s distribution reinvestment plan.     **Prospectus****.**A “Prospectus” under Section 2(10) of the Securities Act of 1933, asamended (the “Securities Act”), including a preliminary Prospectus, an offering circular asdescribed in Rule 253 of the General Rules and Regulations under the Securities Act or, in the caseof an intrastate offering, any document by whatever name known, utilized for the purpose ofoffering and selling securities to the public.     **Real Estate Assets****.**Any investments by the Company or the Operating Partnership inunimproved and improved Real Property (including, without limitation, fee or leasehold interests,options and leases) either directly or through a Joint Venture.     **Real Property****.**Real property owned from time to time by the Company or the OperatingPartnership, either directly or through joint venture arrangements or other partnerships whichconsists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings onlyor (iv) such investments the Board of Directors and the Advisor mutually designate as Real Propertyto the extent such investments could be classified as Real Property.
-5-

 
     **Registration Statement****.**Registration Statement shall mean the Company’s registrationstatement on Form S-11 (Registration Number 333-150612), as amended from time to time, to offer andsell to the public on a continuous basis up to 110,526,316 Shares originally filed with theSecurities and Exchange Commission on May 2, 2008.     **REIT****.**A “real estate investment trust” under Sections 856 through 860 of the Code oras may be amended.     **Sale or Sales****.**Any transaction or series of transactions whereby: (A) the Company orthe Operating Partnership directly or indirectly (except as described in other subsections of thisdefinition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Propertyor portion thereof, including the lease of any Real Property consisting of a building only, andincluding any event with respect to any Real Property which gives rise to a significant amount ofinsurance proceeds or condemnation awards; (B) the Company or the Operating Partnership directly orindirectly (except as described in other subsections of this definition) sells, grants, transfers,conveys, or relinquishes its ownership of all or substantially all of the interest of theCorporation or the Operating Partnership in any Joint Venture in which it is a co-venturer orpartner; (C) any Joint Venture directly or indirectly (except as described in other subsections ofthis definition) in which the Company or the Operating Partnership as a co-venturer or partnersells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portionthereof, including any event with respect to any Real Property which gives rise to insurance claimsor condemnation awards; or (D) the Company or the Operating Partnership directly or indirectly(except as described in other subsections of this definition) sells, grants, conveys orrelinquishes its interest in any Securities and Debt-related Investment or portion thereof(including with respect to any Loan, all payments thereunder or in satisfaction thereof other thanregularly scheduled interest payments) and any event which gives rise to a significant amount ofinsurance proceeds or similar awards; or (E) the Company or the Operating Partnership directly orindirectly (except as described in other subsections of this definition) sells, grants, transfers,conveys, or relinquishes its ownership of any other asset not previously described in thisdefinition or any portion thereof, but not including any transaction or series of transactionsspecified in clauses (A) through (E) above in which the proceeds of such transaction or series oftransactions are reinvested by the Company in one or more assets within 180 days thereafter.     **Sales Commission****.**6.5% of Gross Proceeds from the sale of Shares in the PrimaryOffering payable to the Dealer Manager and reallowable to Soliciting Dealers with respect to Sharessold by them.     **Securities and Debt-related Investments.** Any investments by the Company or theOperating Partnership in (i) real estate securities such as common stocks, preferred stocks andoptions to acquire stock in REITs and other real estate companies and (ii) debt-related investmentssuch as (a) mortgage, mezzanine, bridge and other loans and (b) debt and derivative securitiesrelated to real estate assets including mortgage-backed securities, collateralized debtobligations, debt securities issued by real estate companies and credit default swaps.     **Shares****.**The shares of the Company’s common stock, par value $0.01 per share.
-6-

 
     **Soliciting Dealers****.**Broker-dealers who are members of the Financial IndustryRegulatory Authority, or that are exempt from broker-dealer registration, and who, in either case,have executed participating broker or other agreements with the Dealer Manager to sell Shares.     **Special Committee.** The term “Special Committee” shall have the meaning as provided inSection 14(a).     **Special OP Units****.**The separate series of limited partnership interests to be issuedin accordance with Section 9(h).     **Sponsor****.**Any Person which (i) is directly or indirectly instrumental in organizing,wholly or in part, the Company, (ii) will control, manage or participate in the management of theCompany, and any Affiliate of any such Person, (iii) takes the initiative, directly or indirectly,in founding or organizing the Company, either alone or in conjunction with one or more otherPersons, (iv) receives a material participation in the Company in connection with the founding ororganizing of the business of the Company, in consideration of services or property, or bothservices and property, (v) has a substantial number of relationships and contacts with the Company,(vi) possesses significant rights to control the Company’s Investments, (vii) receives fees forproviding services to the Company which are paid on a basis that is not customary in the industry,or (viii) provides goods or services to the Company on a basis which was not negotiated atarm’s-length with the Company. “Sponsor” does not include wholly independent third parties such asattorneys, accountants and underwriters whose only compensation is for professional services.     **Stockholders****.**The registered holders of the Shares.     **Termination Date****.**The date of termination of this Agreement.     **Termination Event****.**The termination or nonrenewal of this Agreement (i) in connectionwith a merger, sale of assets or transaction involving the Company pursuant to which a majority ofthe Directors then in office are replaced or removed, (ii) by the Advisor for Good Reason or (iii)by the Company and the Operating Partnership other than for Cause.     **Total Operating Expenses****.**All costs and expenses paid or incurred by the Company, asdetermined under GAAP, that are in any way related to the operation of the Company or its business,including asset management fees and other fees paid to Advisors, but excluding (i) the expenses ofraising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting,brokerage, listing, registration, and other fees, printing and other such expenses and taxesincurred in connection with the issuance, distribution, transfer, registration and Listing, (ii)interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization andbad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines; (vi)Acquisition Fees, Origination Fees and Acquisition Expenses, (vii) real estate commissions on theSale of Real Property, and (viii) other fees and expenses connected with the acquisition,disposition, management and ownership of real estate interests, mortgages or other property(including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, andimprovement of property). The definition of “Total Operating Expenses” set forth above is intendedto encompass only those expenses which are required to be treated as Total Operating
-7-

 
Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding the definition setforth above, any expense of the Company which is not part of Total Operating Expenses under theNASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.     **2%/25% Guidelines****.**The term “2%/25% Guidelines” shall have the meaning set forth inSection 12.     **2. APPOINTMENT.**The Company and the Operating Partnership hereby appoint the Advisor to serveas their advisor on the terms and conditions set forth in this Agreement, and the Advisor herebyaccepts such appointment.     **3. DUTIES OF THE ADVISOR.**The Advisor undertakes to use its best efforts to present to theCompany and the Operating Partnership potential investment opportunities and to provide acontinuing and suitable investment program consistent with the investment objectives and policiesof the Company as determined and adopted by the Directors, and as amended from time to time withthe approval of the Stockholders. In performance of this undertaking, subject to the supervisionof the Directors and consistent with the provisions of the Articles of Incorporation and Bylaws ofthe Company and the Operating Partnership Agreement, the Advisor shall, either directly or byengaging an Affiliate:          (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor;          (b) provide the daily management for the Company and the Operating Partnership and perform andsupervise the various administrative functions reasonably necessary for the management of theCompany and the Operating Partnership;          (c) investigate, select, and, on behalf of the Company and the Operating Partnership, engageand conduct business with such Persons as the Advisor deems necessary to the proper performance ofits obligations hereunder, including but not limited to consultants, accountants, correspondents,lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrowagents, depositaries, custodians, agents for collection, insurers, insurance agents, banks,builders, developers, property owners, real estate management companies, real estate operatingcompanies, securities investment advisors, mortgagors, and any and all agents for any of theforegoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed bythe Advisor necessary or desirable for the performance of any of the foregoing services, including,but not limited to, entering into contracts in the name of the Company and the OperatingPartnership with any of the foregoing;          (d) consult with the officers and Directors of the Company and assist the Directors in theformulation and implementation of the Company’s financial policies, and, as necessary, furnish theDirectors with advice and recommendations with respect to the making of investments consistent withthe investment objectives and policies of the Company and inconnection with any borrowings proposed to be undertaken by the Company or the OperatingPartnership;
-8-

 
          (e) subject to the provisions of Section 4 hereof, (i) participate in formulating aninvestment strategy and asset allocation framework, (ii) locate, analyze and select potentialInvestments, (iii) structure and negotiate the terms and conditions of transactions pursuant towhich acquisitions and dispositions of Investments will be made; (iv) research, identify, reviewand recommend acquisitions and dispositions of Investments to the Board and make investments onbehalf of the Company and the Operating Partnership in compliance with the investment objectivesand policies of the Company; (v) arrange for financing and refinancing and make other changes inthe asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, orotherwise deal with, Investments; (vi) enter into leases and service contracts for Real EstateAssets and, to the extent necessary, perform all other operational functions for the maintenanceand administration of such Real Estate Assets; (vii) actively oversee and manage Investments forpurposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners,structure corresponding agreements and oversee and monitor these relationships; (viii) overseeAffiliated and non-Affiliated property managers who perform services for the Company or theOperating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisorcontracts to perform certain of the services required to be performed under this Agreement; (x)manage accounting and other record-keeping functions for the Company and the Operating Partnership;and (xi) recommend various liquidity events to the Board of Directors when appropriate;          (f) upon request, provide the Directors with periodic reports regarding prospectiveinvestments;          (g) make investments in, and dispositions of, Investments within the discretionary limits andauthority as granted by the Board;          (h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders forLoans to be made to the Company and the Operating Partnership, and negotiate on behalf of theCompany and the Operating Partnership with investment banking firms and broker-dealers or negotiateprivate sales of Shares or obtain Loans for the Company and the Operating Partnership, but in noevent in such a way so that the Advisor shall be acting as broker-dealer or underwriter; andprovided, further, that any fees and costs payable to third parties incurred by the Advisor inconnection with the foregoing shall be the responsibility of the Company or the OperatingPartnership;          (i) obtain reports (which may, but are not required to, be prepared by the Advisor or itsAffiliates), where appropriate, concerning the value of Investments or contemplated investments ofthe Company and the Operating Partnership;          (j) from time to time, or at any time reasonably requested by the Directors, make reports tothe Directors of its performance of services to the Company and the OperatingPartnership under this Agreement, including reports with respect to potential conflicts ofinterest involving the Advisor or any of its affiliates;
-9-

 
          (k) provide the Company and the Operating Partnership with all necessary cash managementservices;          (l) do all things necessary to assure its ability to render the services described in thisAgreement;          (m) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained inconnection with the investments in any Real Estate Assets as may be required to be obtained by theBoard;          (n) notify the Board of Directors of all proposed material transactions before they arecompleted; and          (o) effect any private placement of OP Units, tenancy-in-common or other interests inInvestments as may be approved by the Board.     Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to anyPerson so long as the Advisor or any Affiliate remains responsible for the performance of theduties set forth in this Section 3.     **4. AUTHORITY OF ADVISOR.**          (a) Pursuant to the terms of this Agreement (including the restrictions included in thisSection 4 and in Section 7), and subject to the continuing and exclusive authority of theDirectors over the management of the Company, the Directors hereby delegate to the Advisor theauthority to perform the services described in Section 3.          (b) Notwithstanding the foregoing, any investment in Investments, including any financing ofsuch Investment, will require the prior approval of the Board, any particular Directors specifiedby the Board or any committee of the Board, as the case may be.          (c) If a transaction requires approval by the Independent Directors, the Advisor will deliverto the Independent Directors all documents and other information required by them to properlyevaluate the proposed transaction.          (d) The prior approval of a majority of the Independent Directors not otherwise interested inthe transaction and a majority of the Directors not otherwise interested in the transaction will berequired for each transaction to which the Advisor or its Affiliates is a party.          (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke theauthority set forth in this Section 4; provided, however, that such modification or revocationshall be effective upon receipt by the Advisor and shall not be applicable to investmenttransactions to which the Advisor has committed the Company or the Operating Partnership prior tothe date of receipt by the Advisor of such notification.     **5. BANK ACCOUNTS.**The Advisor may establish and maintain one or more bank accounts in its ownname for the account of the Company or the Operating Partnership or in the
-10-

 
name of the Company andthe Operating Partnership and may collect and deposit into any such account or accounts, anddisburse from any such account or accounts, any money on behalf of the Company or the OperatingPartnership, under such terms and conditions as the Directors may approve, provided that no fundsshall be commingled with the funds of the Advisor; and the Advisor shall from time to time renderappropriate accountings of such collections and payments to the Directors and to the auditors ofthe Company.     **6. RECORDS; ACCESS.**The Advisor shall maintain appropriate records of all its activitieshereunder and make such records available for inspection by the Directors and by counsel, auditorsand authorized agents of the Company, at any time or from time to time during normal businesshours. The Advisor shall at all reasonable times have access to the books and records of theCompany and the Operating Partnership.     **7. LIMITATIONS ON ACTIVITIES.**Anything else in this Agreement to the contrarynotwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment madein good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject theCompany to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law,rule, regulation or statement of policy of any governmental body or agency having jurisdiction overthe Company or its Shares, or otherwise not be permitted by the Articles of Incorporation or Bylawsof the Company, except if such action shall be ordered by the Directors, in which case the Advisorshall notify promptly the Directors of the Advisor’s judgment of the potential impact of suchaction and shall refrain from taking such action until it receives further clarification orinstructions from the Directors. In such event, the Advisor shall have no liability for acting inaccordance with the specific instructions of the Directors so given. Notwithstanding theforegoing, the Advisor, its directors, officers, employees and members, and partners, directors,officers, members and stockholders of the Advisor’s Affiliates shall not be liable to the Companyor to the Directors or Stockholders for any act or omission by the Advisor, its directors,officers, employees, or members, and partners, directors, officers, members or stockholders of theAdvisor’s Affiliates taken or omitted to be taken in the performance of their duties under thisAgreement except as provided in Section 20 of this Agreement.     **8. RELATIONSHIP WITH DIRECTORS.**Subject to Section 7 of this Agreement and to restrictionsadvisable with respect to the qualification of the Company as a REIT, directors, officers andemployees of the Advisor or an Affiliate of the Advisor or any corporate parents of an Affiliate,may serve as a Director and as officers of the Company, except that no director, officer oremployee of the Advisor or its Affiliates who also is a Director or officer of the Company shallreceive any compensation from the Company for serving as a Director or officer other thanreasonable reimbursement for travel and related expenses incurred in attending meetings of theDirectors and no such Director shall be deemed an Independent Director for purposes of satisfyingthe Director independence requirement set forth in the Articles of Incorporation.     **9. FEES.**          (a) **Acquisition Fees****.**The Advisor shall receive an Acquisition Fee payable by theCompany as compensation for services rendered in connection with the investigation, selection andacquisition (by purchase, investment or exchange) of Investments. The total Acquisition Feespayable to the Advisor or its Affiliates shall equal 1.5% of the cost of all
-11-

 
Investments, includingAcquisition Expenses and any debt attributed to such investments. With respect to investments inand origination of Loans, the Company will pay the Advisor an Origination Fee in lieu of theAcquisition Fee. With respect to the acquisition of Real Estate Assets through a Joint Venture,the Acquisition Fee payable by the Company to the Advisor shall equal 1.5% of the Company’sallocable cost of such Real Estate Assets, including Acquisition Expenses and any debt attributedto such Investments. The Advisor shall submit an invoice to the Company following the closing orclosings of each Investment, accompanied by a computation of the Acquisition Fee. The AcquisitionFee payable to the Advisor shall be paid at the closing of the transaction upon receipt of theinvoice by the Company.          (b) **Origination Fees.** As compensation for the investigation, selection, sourcing andacquisition or origination of Loans, the Company shall pay an Origination Fee to the Advisor foreach such acquisition or origination equal to 1.5% of the amount funded by the Company to acquireor originate the Loan, including any Acquisition Expenses related to such investment and any debtused to fund the acquisition or origination of the Loan. The Company will not pay an OriginationFee to the Advisor with respect to any transaction pursuant to which the Company is required to paythe Advisor an Acquisition Fee. Notwithstanding anything herein to the contrary, the payment ofOrigination Fees by the Company shall be subject to the limitations on Acquisition Fees containedin the Company’s Articles of Incorporation. The Advisor shall submit an invoice to the Companyfollowing the closing or closings of each Loan, accompanied by a computation of the OriginationFee. The Origination Fee payable to the Advisor shall be paid at the closing of the transactionupon receipt of the invoice by the Company.          (c) **Limitation on Total Acquisition Fees, Origination Fees and Acquisition Expenses****.**Pursuant to the NASAA REIT Guidelines, the total of all Acquisition Fees, Origination Fees, andAcquisition Expenses shall not exceed 6.0% of the “contract purchase price,” as defined in theArticles of Incorporation, of all Investments acquired.          (d) **Disposition Fees****.**If the Advisor provides a substantial amount of services, asdetermined by the Independent Directors in connection with a Sale except for Investments that aretraded on a national securities exchange, the Company shall pay a Disposition Fee to the Advisorequal to up to one-half of the brokerage commission paid but in no event an amount greater than3.0% of the Contract Sales Price. Any Disposition Fee payable under this Section 9(d) may be paidin addition to real estate commissions paid to non-Affiliates, provided that the total real estatecommissions (including such Disposition Fee) paid to all Persons by the Company for each Investmentshall not exceed 6.0% of the Contract Sales Price.          (e) **Asset Management Fee****.**The Advisor shall receive the Asset Management Fee ascompensation for services rendered in connection with the management of the Company’s assets. TheAsset Management Fee shall be calculated monthly and consists of a monthly fee of one-twelfth of1.0% of the aggregate cost (before non-cash reserves and depreciation) of all Investments theCompany owns, including Acquisition Fees, origination fees,acquisition origination expenses and any debt attributable to such Investments. With theexception of any portion of the Asset Management Fee related to the disposition of Investments,which shall be payable at the time of such disposition, the Asset Management Fee shall be payableon the first of each month.
-12-

 
          (f) **Debt Financing Fees.** The Advisor shall receive a Debt Financing Fee ascompensation for services rendered in connection with the coordination of debt financing obtainedby the Company. The total Debt Financing Fee payable to the Advisor or its Affiliates shall equal1.0% of the amount available under any loan or line of credit obtained by the Company, and will bein addition to the Acquisition Fees paid to the Advisor. The Advisor may pay some or all of theDebt Financing Fee to third parties if the Advisor subcontracts with such third parties tocoordinate financing obtained by the Company. No Debt Financing Fees will be paid in connectionwith (i) the refinancing of a Real Estate Asset already refinanced for which the Advisor received aDebt Financing Fee and (ii) loan proceeds from any line of credit until such time as the Companyhas invested all net Offering proceeds. The Advisor shall submit an invoice to the Companyfollowing the closing or closings of each debt financing obtained by the Company, accompanied by acomputation of the Debt Financing Fee. The Debt Financing Fee payable to the Advisor shall be paidat the closing of the debt financing upon receipt of the invoice by the Company.          (g) **Organizational and Offering Expenses.** The cumulative Organizational and OfferingExpenses paid by the Company will not exceed 15.0% of Gross Proceeds from the sale of Shares in thePrimary Offering.          (h) **Operating Partnership Interests****.**The Advisor has made a capital contribution of$1,000 to the Operating Partnership in exchange for OP Units. In addition, an Affiliate of theAdvisor has received OP Units constituting a separate series of limited partnership interests (the“Special OP Units”). Upon the earliest to occur of the termination of this Agreement forCause, a Termination Event or a Listing, all of the Special OP Units shall be redeemed by theOperating Partnership in accordance with the terms of the Operating Partnership Agreement.          (i) **Exclusion of Certain Transactions****.**In the event the Company or the OperatingPartnership shall propose to enter into any transaction in which a Director or an officer of theCompany, and the Advisor, or any Affiliate of the Company, the Operating Partnership or the Advisorhas a direct or indirect interest, then such transaction shall be approved by a majority of theBoard of Directors and also by a majority of the Independent Directors.     **10. EXPENSES.**          (a) In addition to the compensation paid to the Advisor pursuant to Section 9 hereof, theCompany or the Operating Partnership shall pay directly or reimburse the Advisor for all of theexpenses paid or incurred by the Advisor in connection with the services it provides to the Companyand the Operating Partnership pursuant to this Agreement, including, but not limited to:               (i) Organizational and Offering Expenses only upon such time as the minimum offering amount asdescribed in the Prospectus for the Company’s current Offering has been achieved; provided,however, that within 60 days after the end of the month in which thecurrent Offering terminates, the Advisor shall reimburse the Company to the extent theOrganizational and Offering Expenses borne by the Company exceed 15% of the Gross Proceeds raisedin the Completed Offering;
-13-

 
               (ii) Acquisition Expenses incurred in connection with the selection and acquisition ofInvestments subject to the aggregate 6% cap on Acquisition Fees, Origination Fees and AcquisitionExpenses set forth in Section 9(c);               (iii) the actual cost of goods and services used by the Company and obtained from entities notaffiliated with the Advisor;               (iv) interest and other costs for borrowed money, including discounts, points and othersimilar fees;               (v) taxes and assessments on income of the Company or Investments;               (vi) costs associated with insurance required in connection with the business of the Companyor by the Directors;               (vii) expenses of managing and operating Investments owned by the Company, whether payable toan Affiliate of the Company or a non-affiliated Person;               (viii) all expenses in connection with payments to the Directors for attending meetings of theDirectors and Stockholders;               (ix) expenses associated with a Listing, if applicable, or with the issuance and distributionof Shares, such as selling commissions and fees, advertising expenses, taxes, legal and accountingfees, listing and registration fees, and other Organization and Offering Expenses;               (x) expenses connected with payments of Distributions in cash or otherwise made or caused tobe made by the Company to the Stockholders;               (xi) expenses of organizing, revising, amending, converting, modifying, or terminating theCompany or the Articles of Incorporation;               (xii) expenses of maintaining communications with Stockholders, including the cost ofpreparation, printing, and mailing annual reports and other Stockholder reports, proxy statementsand other reports required by governmental entities;               (xiii) administrative service expenses (including (a) personnel costs; provided, however, thatno reimbursement shall be made for costs of personnel to the extent that such personnel performservices in transactions for which the Advisor receives Acquisition Fees,Origination Fees, Asset Management Fees, property management fees or real estate salescommissions, and (b) the Company’s allocable share of other overhead of the Advisor such as rentand utilities); and
-14-

 
               (xiv) audit, accounting and legal fees.          (b) Expenses incurred by the Advisor on behalf of the Company and the Operating Partnershipand payable pursuant to this Section 10 shall be reimbursed no less than monthly to the Advisor.The Advisor shall prepare a statement documenting the expenses of the Company and the OperatingPartnership and the calculation of the Asset Management Fee during each quarter, and shall deliversuch statement to the Company and the Operating Partnership within 45 days after the end of eachquarter.     **11. OTHER SERVICES.**Should the Directors request that the Advisor or any director, officer oremployee thereof render services for the Company and the Operating Partnership other than set forthin Section 3, such services shall be separately compensated at such rates and in such amounts asare agreed by the Advisor and the Independent Directors, subject to the limitations contained inthe Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of thisAgreement.     **12. REIMBURSEMENT TO THE ADVISOR.**The Company shall not reimburse the Advisor at the end ofany fiscal quarter in which Total Operating Expenses for the four consecutive fiscal quarters thenended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% ofAverage Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year. AnyExcess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company or, at theoption of the Company, subtracted from the Total Operating Expenses reimbursed during thesubsequent fiscal quarter. If there is an Excess Amount in any Expense Year and the IndependentDirectors determine that such excess was justified based on unusual and nonrecurring factors whichthey deem sufficient, then (i) the Excess Amount may be carried over and included in TotalOperating Expenses in subsequent Expense Years and reimbursed to the Advisor in one or more of suchyears, provided that there shall be sent to the Stockholders a written disclosure of such fact,together with an explanation of the factors the Independent Directors considered in determiningthat such excess expenses were justified. Such determination shall be reflected in the minutes ofthe meetings of the Board of Directors. The Company will not reimburse the Advisor or itsAffiliates for services for which the Advisor or its Affiliates are entitled to receive AcquisitionFees, Origination Fees, Asset Management Fees, property management fees or real estate commissions.All figures used in the foregoing computation shall be determined in accordance with generallyaccepted accounting principles applied on a consistent basis.     **13. INVESTMENT OPPORTUNITIES.**In the event that Moody National identifies an investmentopportunity that is a stabilized and income-producing commercial real property, for which theCompany has sufficient uninvested funds, the investment opportunity will first be offered to theCompany. Unless the Board of Directors determines not to proceed with such investment, theinvestment opportunity will not be presented to any other real estate investment fund, program orJoint Venture owned, managed, advised or sponsored by Moody National or its Affiliates; provided,however, that any such investment opportunity shall not be required to be presented to theCompany during any period in which the Company does not have sufficient available funds, or areasonable opportunity of obtaining available funds, with which to make the investment.     **14. BUSINESS COMBINATION**.
-15-

 
          (a) **Business Combination with Advisor****.**The Company shall consider becoming aself-administered REIT once the Company’s assets and income are, in the view of the Board ofDirectors, of sufficient size such that internalizing the management functions performed by theAdvisor is in the best interests of the Company and the Stockholders. If the Board of Directorsshould make this determination in the future, the Company shall pay one-half, and the Advisor shallpay the other one-half, of the costs of an independent investment banking firm. This firm shalljointly advise the Company and the Advisor on the value of the Advisor. After the investmentbanking firm completes its analyses, the Company shall require it to prepare a written report andmake a formal presentation to the Board of Directors. Following the presentation by the investmentbanking firm, the Board of Directors shall form a special committee (the “SpecialCommittee”) comprised entirely of Independent Directors to consider a possible businesscombination with the Advisor. The Board of Directors shall, subject to applicable law, delegateall of its decision-making power and authority to the Special Committee with respect to mattersrelating to a possible business combination with the Advisor. The Special Committee also shall beauthorized to retain its own financial advisors and legal counsel to, among other things, negotiatewith representatives of the Advisor regarding a possible business combination with the Advisor.          (b) **Conditions to Completion of Business Combination with Advisor****.**Before the Companymay complete any business combination with the Advisor in accordance with this Section 14, thefollowing three conditions shall be satisfied:               (i) the Special Committee formed in accordance with Section 14(a) hereof receives an opinionfrom a qualified investment banking firm, separate and distinct from the firm jointly retained bythe Company and the Advisor to provide a valuation analysis in accordance with Section 14(a)hereof, concluding that the consideration to be paid to acquire the Advisor is fair to theStockholders from a financial point of view;               (ii) the Board of Directors determines that such business combination is advisable and in thebest interests of the Company and the Stockholders; and               (iii) Such business combination is approved by the Stockholders entitled to vote thereon inaccordance with the Company’s Articles of Incorporation and Bylaws.     **15. OTHER ACTIVITIES OF THE ADVISOR.**Nothing herein contained shall prevent the Advisor orany of its Affiliates from engaging in or earning fees from other activities, including, withoutlimitation, the rendering of advice to other Persons (including other REITs) and the management ofother programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall thisAgreement limit or restrict the right of any director, officer, member, partner, employee, orstockholder of the Advisor or its Affiliates to engage in or earn fees from any other business orto render services of any kind to any other partnership, corporation, firm, individual, trust orassociation and earn fees for rendering such services. The Advisor may, with respect to anyinvestment in which the Company is a participant, also render advice and service to each and everyother participant therein, and earn fees for rendering such advice and service. Specifically, itis contemplated that the Company may enter into joint ventures or other similar co-investmentarrangements with certain Persons, and pursuant to the agreements governing such
-16-

 
joint ventures orarrangements, the Advisor may be engaged to provide advice and service to such Persons, in whichcase the Advisor will earn fees for rendering such advice and service.     The Advisor shall report to the Directors the existence of any condition or circumstance,existing or anticipated, of which it has knowledge, which creates or could create a conflict ofinterest between the Advisor’s obligations to the Company and its obligations to or its interest inany other partnership, corporation, firm, individual, trust or association. The Advisor or itsAffiliates shall promptly disclose to the Directors knowledge of such condition or circumstance.If the Advisor, Director or Affiliates thereof have sponsored other investment programs withsimilar investment objectives which have investment funds available at the same time as theCompany, it shall be the duty of the Directors (including the Independent Directors) to ensure thatthe Advisor and its Affiliates adopt the method approved by the Independent Directors, by whichinvestments are to be allocated to the competing investment entities and to use their best effortsto ensure that such method is applied fairly to the Company.     **16. TERM OF AGREEMENT.**This Agreement shall continue in force for a period of one year fromthe date of the Prospectus pursuant to which the initial Offering is made, subject to an unlimitednumber of successive one-year renewals upon mutual consent of the Parties. It is the duty of theDirectors to evaluate the performance of the Advisor annually before renewing the Agreement, andeach such renewal shall be for a term of no more than one year.     **17. TERMINATION BY THE PARTIES.**This Agreement may be terminated (i) immediately by theCompany or the Operating Partnership for Cause or upon the bankruptcy of the Advisor, (ii) upon 60days written notice without Cause and without penalty by a majority of the Independent Directors ofthe Company or (iii) upon 60 days written notice with Good Reason by the Advisor. The provisionsof Sections 18 through 31 survive termination of this Agreement.     **18. ASSIGNMENT TO AN AFFILIATE.**This Agreement may be assigned by the Advisor to an Affiliatewith the approval of a majority of the Directors (including a majority of the IndependentDirectors). The Advisor may assign any rights to receive fees or other payments under thisAgreement to any Person without obtaining the approval of the Directors. This Agreement shall notbe assigned by the Company or the Operating Partnership without the consent of the Advisor, exceptin the case of an assignment by the Company or the Operating Partnership to a corporation, limitedpartnership or other organization which is a successor to all of the assets, rights and obligationsof the Company or the Operating Partnership, in which case such successor organization shall bebound hereunder and by the terms of said assignment in the same manner as the Company and theOperating Partnership are bound by this Agreement.     **19. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.**          (a) After the Termination Date, the Advisor shall not be entitled to compensation for furtherservices hereunder except it shall be entitled to receive from the Company or the OperatingPartnership within 30 days after the effective date of such termination all unpaid reimbursementsof expenses and all earned but unpaid fees payable to the Advisor prior to termination of thisAgreement, subject to the 2%/25% Guidelines to the extent applicable.
-17-

 
          (b) The Advisor shall promptly upon termination:               (i) pay over to the Company and the Operating Partnership all money collected and held for theaccount of the Company and the Operating Partnership pursuant to this Agreement, after deductingany accrued compensation and reimbursement for its expenses to which it is then entitled;               (ii) deliver to the Board of Directors a full accounting, including a statement showing allpayments collected by it and a statement of all money held by it, covering the period following thedate of the last accounting furnished to the Board of Directors;               (iii) deliver to the Board of Directors all assets, including all Investments, and documentsof the Company and the Operating Partnership then in the custody of the Advisor; and               (iv) cooperate with the Company and the Operating Partnership to provide an orderly managementtransition.     **20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP.**The Company and theOperating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, includingtheir respective directors (the “Indemnitees,” and each an “Indemnitee”), from allliability, claims, damages or losses arising in the performance of their duties hereunder, andrelated expenses, including reasonable attorneys’ fees, to the extent such liability, claims,damages or losses and related expenses are not fully reimbursed by insurance, and to the extentthat such indemnification would not be inconsistent with the laws of the State of Maryland, theArticles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Inaddition, the Company and the Operating Partnership shall indemnify and hold harmless the officersof the Company and the Advisor and its Affiliates from all liability, claims, damages or lossesarising in the performance of their duties hereunder, and related expenses, including reasonableattorneys’ fees, to the extent such liability, claims, damages or losses and related expenses arenot fully reimbursed by insurance, and to the extent that such indemnification would not beinconsistent with the laws of the State of Maryland or the Articles of Incorporation.Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide forindemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shallthey provide that an Indemnitee be held harmless for anyloss or liability suffered by the Company and the Operating Partnership, unless all of thefollowing conditions are met:          (a) the Indemnitee has determined, in good faith, that the course of conduct that caused theloss or liability was in the best interest of the Company and the Operating Partnership;          (b) the Indemnitee was acting on behalf of, or performing services for, the Company or theOperating Partnership;
-18-

 
          (c) such liability or loss was not the result of negligence or misconduct by the Indemnitee;and          (d) such indemnification or agreement to hold harmless is recoverable only out of theCompany’s net assets and not from the Stockholders.     Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and theOperating Partnership for any losses, liabilities or expenses arising from or out of an allegedviolation of federal or state securities laws by such Indemnitee unless one or more of thefollowing conditions are met:          (a) there has been a successful adjudication on the merits of each count involving allegedsecurities law violations as to the Indemnitee;          (b) such claims have been dismissed with prejudice on the merits by a court of competentjurisdiction as to the Indemnitee; or          (c) a court of competent jurisdiction approves a settlement of the claims against theIndemnitee and finds that indemnification of the settlement and the related costs should be made,and the court considering the request for indemnification has been advised of the position of theSecurities and Exchange Commission and of the published position of any state securities regulatoryauthority in which securities of the Company or the Operating Partnership were offered or sold asto indemnification for violation of securities laws.     In addition, the advancement of the Company’s or the Operating Partnership’s funds to anIndemnitee for legal expenses and other costs incurred as a result of any legal action for whichindemnification is being sought is permissible only if all of the following conditions aresatisfied:          (a) the legal action relates to acts or omissions with respect to the performance of duties orservices on behalf of the Company or the Operating Partnership;          (b) the legal action is initiated by a third party who is not a Stockholder or the legalaction is initiated by a stockholder acting in such stockholder’s capacity as such and a court ofcompetent jurisdiction specifically approves such advancement; and          (c) the Indemnitee undertakes to repay the advanced funds to the Company or the OperatingPartnership, together with the applicable legal rate of interest thereon, in cases in which suchIndemnitee is found not to be entitled to indemnification.     **21. INDEMNIFICATION BY ADVISOR.**The Advisor shall indemnify and hold harmless the Company andthe Operating Partnership from contract or other liability, claims, damages, taxes or losses andrelated expenses including attorneys’ fees, to the extent that such liability, claims, damages,taxes or losses and related expenses are not fully reimbursed by insurance and are incurred byreason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence orreckless disregard of its duties; provided, however, that the Advisor
-19-

 
shall not be held responsiblefor any action of the Board of Directors in following or declining to follow any advice orrecommendation given by the Advisor.     **22. NOTICES.**Any notice, report or other communication required or permitted to be givenhereunder shall be in writing unless some other method of giving such notice, report or othercommunication is required by the Articles of Incorporation, the Bylaws, or accepted by the Party towhom it is given, and shall be given by being delivered by hand, by facsimile transmission, bycourier or overnight carrier or by registered or certified mail to the addresses set forth herein:   To the Directors and to the Company: Moody National REIT I, Inc.6363 Woodway, Suite 110Houston, Texas 77057Facsimile: (713) 977-7505Attention: Brett C. Moody   To the Operating Partnership: Moody National Operating PartnershipI, L.P.6363 Woodway, Suite 110Houston, Texas 77057Facsimile: (713) 977-7505Attention: Brett C. Moody   To the Advisor: Moody National Advisor I, LLC6363 Woodway, Suite 110Houston, Texas 77057Facsimile: (713) 977-7505Attention: Brett C. Moody     Any Party may at any time give notice in writing to the other Parties of a change in itsaddress for the purposes of this Section 22.     **23. MODIFICATION.**This Agreement shall not be changed, modified, terminated, or discharged,in whole or in part, except by an instrument in writing signed by the Parties hereto, or theirrespective successors or assignees.     **24. SEVERABILITY.**The provisions of this Agreement are independent of and severable from eachother, and no provision shall be affected or rendered invalid or unenforceable by virtue of thefact that for any reason any other or others of them may be invalid or unenforceable in whole or inpart.     **25. CONSTRUCTION.**The provisions of this Agreement shall be construed and interpreted inaccordance with the laws of the State of Maryland.     **26. ENTIRE AGREEMENT.**This Agreement contains the entire agreement and understanding amongthe Parties hereto with respect to the subject matter hereof, and supersedes all prior andcontemporaneous agreements, understandings, inducements and conditions, express or implied, oral orwritten, of any nature whatsoever with respect to the subject matter hereof. The express termshereof control and supersede any course of performance or usage of the trade
-20-

 
inconsistent with anyof the terms hereof. This Agreement may not be modified or amended other than by an agreement inwriting.     **27. INDULGENCES, NOT WAIVERS.**Neither the failure nor any delay on the part of a Party toexercise any right, remedy, power or privilege under this Agreement shall operate as a waiverthereof, nor shall any single or partial exercise of any right, remedy, power or privilege precludeany other or further exercise of the same or of any other right, remedy, power or privilege, norshall any waiver of any right, remedy, power or privilege with respect to any occurrence beconstrued as a waiver of such right, remedy, power or privilege with respect to any otheroccurrence. No waiver shall be effective unless it is in writing and is signed by the Partyasserted to have granted such waiver.     **28. GENDER.**Words used herein regardless of the number and gender specifically used, shall bedeemed and construed to include any other number, singular or plural, and any other gender,masculine, feminine or neuter, as the context requires.     **29. TITLES NOT TO AFFECT INTERPRETATION.**The titles of Sections and Subsections contained inthis Agreement are for convenience only, and they neither form a part of this Agreement nor arethey to be used in the construction or interpretation hereof.     **30. EXECUTION IN COUNTERPARTS.**This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original as against any Party whose signature appearsthereon, and all of which shall together constitute one and the same instrument. This Agreementshall become binding when one or more counterparts hereof, individually or taken together, shallbear the signatures of all of the Parties reflected hereon as the signatories.[*Remainder of page intentionally left blank*]
-21-

 
     IN WITNESS WHEREOF, the Parties hereto have executed this Amended and Restated AdvisoryAgreement as of the date and year first above written.      Moody National REIT I, Inc.