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                                                                    EXHIBIT 10.2

                       PURCHASE AND SALE AGREEMENT (HOTEL)


                                     SELLER:

                        SONESTA HOTELS OF ANGUILLA, LTD.
                              116 Huntington Avenue
                                     Floor 9
                           Boston, Massachusetts 02116

                                   PURCHASER:

                     FLAG LUXURY PROPERTIES (ANGUILLA), LLC
                         c/o Flag Luxury Properties, LLC
                           1370 Avenue of the Americas
                            New York, New York 10019


                                    PROPERTY:

                          SALE OF SONESTA BEACH RESORT
                               Anguilla, B. W. I.


                                  July 26, 2002

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                                   TERM SHEET

PURCHASER:           FLAG LUXURY PROPERTIES (ANGUILLA), LLC

NOTICE ADDRESS:      c/o Flag Luxury Properties, LLC
                     1370 Avenue of the Americas
                     New York, New York 10019

ATTENTION:           Mr. Jonathan D. Stern
                     Phone No.: (212) 581-4540
                     Fax No.:   (212) 581-4950

SELLER:              Sonesta Hotels of Anguilla, Ltd.

NOTICE ADDRESS:      c/o Sonesta International Hotels Corporation

                     116 Huntington Avenue
                     9th Floor
                     Boston, Massachusetts 02116

ATTENTION:           Mr. Peter J. Sonnabend
                     Phone No.: (617) 421-5400
                     Fax No.:   (617) 421-5402

PROPERTY:            SONESTA BEACH RESORT
                     Anguilla, B.W. I.

PURCHASE PRICE:      U.S. $10,250,000.00: $5,000,000.00 of which is attributable
                     to the value of the Land demised under the Land Leases, and
                     $5,250,000.00 of which is attributable to the Improvements
                     and the Personal Property.

DATE OF CLOSING:     On or before September 4, 2002, subject to extension as
                     provided in the Agreement.

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                       PURCHASE AND SALE AGREEMENT (HOTEL)

     THIS PURCHASE AND SALE AGREEMENT (HOTEL) (the "AGREEMENT"), dated as of the
____ day of July, 2002 (the "DATE OF THIS Agreement"), is made by and between
SONESTA HOTELS OF ANGUILLA, LTD., an Anguilla, B.W.I. corporation (the
"SELLER"), with an office at c/o Sonesta International Hotels Corporation, 116
Huntington Avenue, Floor 9, Boston, Massachusetts 02116, and FLAG LUXURY
PROPERTIES (ANGUILLA), LLC, a Delaware limited liability company (the
"PURCHASER"), with an office at c/o Flag Luxury Properties, LLC, 1370 Avenue of
the Americas, New York, New York 10019.

                                    RECITALS:

     Seller desires to sell and transfer certain improved real property known as
Sonesta Beach Resort located at Rendezvous Bay, Anguilla, B. W. I., along with
certain related personal and intangible property, and Purchaser desires to
purchase and acquire such real, personal and intangible property.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser agree as
follows:

1.   THE PROPERTY.

     1.1   DESCRIPTION. Subject to the terms and conditions of this Agreement,
and for the consideration herein set forth, Seller agrees to sell and transfer,
and Purchaser agrees to purchase and acquire, all of Seller's right, title, and
interest in and to the following (collectively, the "PROPERTY"):

           1.1.1   Certain land (the "LAND") located on the Island of Anguilla,
B. W. I., and more specifically described in EXHIBIT 1.1.1 attached hereto,
which Land consists of land (A) that is presently leased from The Government of
Anguilla pursuant to the lease dated September 23, 1991, as assigned and amended
to date, attached hereto as part of EXHIBIT 1.1.1 (the "CROWN LEASE"), and which
is registered in the Registry of Lands in Anguilla as Registration Section: West
Central, Block: 28110B Parcel 38/1; and Registration Section: West Central,
Block: 28009B Parcel 2/2; and (B) that is presently leased from Jeremiah Gumbs
pursuant to the lease dated July 24, 1996, attached hereto as part of EXHIBIT
1.1.1 (the "GUMBS LEASE"), and which is registered in the Registry of Lands in
Anguilla as Registration Section: West Central, Block: 28009B Parcel 11. The
Crown Lease and the Gumbs Lease, together pertaining to land encompassing
fifty-one (51) acres (plus or minus), are referred to hereafter collectively as
the "LAND LEASES".

           1.1.2   The buildings, parking areas, improvements and fixtures now
situated on the Land, including, without limitation, a hotel facility having
approximately one hundred fourteen (114) guest rooms, outdoor swimming pool, two
outdoor (lighted) tennis courts, a fitness center, meeting space, retail space,
and other related facilities (the "IMPROVEMENTS");

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           1.1.3   All furniture, personal property, machinery, apparatus and
equipment, televisions, bedding, bed linens, table linens, towels, china,
glassware, silverware, window treatments, safety equipment and other tangible
items of personalty currently used in the operation, repair and maintenance of
the Land and Improvements described and situated thereon (collectively, the
"PERSONAL PROPERTY"). The Personal Property to be conveyed hereunder does not
however, include (i) artwork in the public (i.e. non-guestroom) portions of the
Property, including without limitation in the villas that are part of the
Property, (ii) objects and artwork listed on EXHIBIT 1.1.3 attached hereto,
which is the personal property of Roger and Joan Sonnabend, (iii) unopened
inventories of Consumable Supplies (as defined in subsection 1.1.9), unopened
inventories of operating supplies, and unopened inventories of china, linen,
glassware and silverware (collectively, the "OPERATING EQUIPMENT") which is
unused and in storage on the Date of Closing, (iv) unsold inventories of the
Retail Shops (as defined in subsection 1.1.9), (v) cash, checks and other funds,
including till money and the money in house banks held at the Hotel (or
elsewhere), and balances on deposit to the credit of Seller with banking
institutions, (vi) computer server(s), personal computers and software used in
Hotel computers, (vii) PBX switch, (viii) one (1) piano located in a villa, (ix)
console table in a Retail Shop, and (x) area rugs in the villas. All such items
referenced in subsections (i)-(x) shall be and remain the property of Seller.
The Personal Property is subject to depletions, replacements and additions until
the Date of Closing in the ordinary course of Seller's business (the Land,
Improvements and Personal Property hereinafter sometimes shall be referred to
collectively as the "HOTEL"). Prior to the Date of Closing, Seller and Purchaser
shall cooperate to prepare a detailed inventory of the more significant (or
valuable items of Personal Property being transferred to Purchaser and pledged
back to Seller to secure Purchaser's obligations under the Promissory Note.
Seller's bill of sale and Purchaser's bill of sale or debenture will list all of
such items together with a generic description of all other items of Personal
Property conveyed by Seller to Purchaser;

           1.1.4   All easements, hereditaments and appurtenances belonging to
or inuring to the benefit of Seller and pertaining to the Land, if any;

           1.1.5   Any rights of Seller in or to any street or road abutting the
Land to the center lines thereof;

           1.1.6   The leases or occupancy agreements, including those in effect
on the Date of this Agreement which are identified on the Schedule of Leases
attached hereto as EXHIBIT 1.1.6, and any new leases entered into pursuant to
Section 4.1.3, which as of the "Closing" (as defined in Section 2.3) affect all
or any portion of the Land or Improvements (collectively, the "LEASES"), and any
security deposits actually held by Seller with respect to any such Leases;
provided, however, that all such leases or occupancy agreements shall be
terminated by Seller, at Seller's expense, no later than the Date of Closing.

           1.1.7   All surveys, maps, site plans, plats or other graphics
related to the Land, the Improvements or the Personal Property, if any, to the
fullest extent such items may be transferred;

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           1.1.8   All transferable consents, authorizations, variances or
waivers, licenses, permits and approvals from any governmental or
quasi-governmental agency, department, board, commission, bureau or other entity
or instrumentality in respect of the Hotel, including, without limitation, those
with respect to the foundation, parking, use, utilities, building, fire, life
safety, traffic and zoning (collectively, the "APPROVALS") heretofore or
hereafter held by or granted with respect to the Hotel;

           1.1.9   All supplies used in connection with the operation of the
Hotel, including, without limitation, paper goods, photography, brochures,
office supplies, food and beverage, soap, gasoline, fuel oil, and other
operational and guest supplies (the "CONSUMABLE SUPPLIES") currently located at
the Hotel, subject to depletions, replacements and additions in the ordinary
course of operating the Hotel; provided, however, that (1) unused and unopened
Consumable Supplies in inventory on the Date of Closing and (2) inventories of
the Conch Shell, Collection, and Tradewinds shops (collectively, the "RETAIL
SHOPS") are excluded from the Property; provided, however, that Purchaser shall
have the right to purchase, at the actual out of pocket cost to Seller
(including all discounts), such quantities of such Consumable Supplies and the
inventories for the Retail Shops as it desires and as then remain pursuant to a
written notice delivered to Seller no later than fifteen (15) days prior to the
Date of Closing.

           1.1.10  All trademarks, service marks and tradenames used or useable
in connection with the Land, the Improvements or the Personal Property, but not
including the name "Sonesta", the stylized "S" Sonesta logo, or other trademarks
owned by Sonesta International Hotels Corporation, used in the Hotel, and used
in other Sonesta-flagged properties (the "SONESTA MARKS");

           1.1.11  All vehicles and watercraft as well as any spare parts in
relation thereto, used or useable in connection with the Land, the Improvements
or the Personal Property (as referenced on EXHIBIT 1.1.11); and

           1.1.12  All development, contractual or other rights and, to the
extent available, all documents, technical matter and work product relating to
the Land, the Improvements or the Personal Property, including, without
limitation, any and all construction, engineering, architectural, landscaping or
other plans or drawings, and compaction reports, related to the development
and/or operation of the Land, the Improvements or the Personal Property, to the
fullest extent such rights may be transferred.

     1.2   TRANSFER OF LEASE. Seller agrees to transfer, and Purchaser agrees to
accept, title to the Land and Improvements by transfers in the form attached
hereto as EXHIBIT 9.1.1 (collectively, the "TRANSFER"), which form of Transfer
shall contain a warranty as to title, and title to the Personal Property, by
bill of sale, including warranty, express and implied, as to the title of such
Personal Property.

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2.   PRICE AND PAYMENT.

     2.1   THE PURCHASE PRICE. The purchase price for the Property (the
"PURCHASE PRICE") is Ten Million Two Hundred Fifty Thousand and No/100 Dollars
(U.S.$10,250,000.00).

     2.2   PAYMENT. Payment of the Purchase Price is to be made as follows:

           (a)     Two Million Two Hundred Thousand and No/100 Dollars (U.S.
                   $2,200,000) shall be paid to Seller, in current funds, on the
                   Date of Closing; and

           (b)     Purchaser shall deliver to Seller on the Date of Closing a
                   promissory note in the form attached hereto as EXHIBIT 2.2B
                   (the "PROMISSORY NOTE"), in the principal amount of Eight
                   Million Two Hundred Fifty Thousand and No/100 Dollars (U.S.
                   $8,250,000.00), which Promissory Note shall mature on
                   November 25, 2002 (the "MATURITY DATE"). The Promissory Note
                   shall be secured by a charge against the Property and a
                   debenture or bill of sale (whichever is customary and
                   appropriate in Anguilla to secure an interest in personal
                   property), with a schedule of personal property attached
                   thereto, all in form and substance reasonably acceptable to
                   Seller and Purchaser. Purchaser shall pay all costs to
                   perfect the charge and debenture. At Closing, Seller shall
                   pay off the outstanding balance of the existing loans granted
                   by Seller in favor of ScotiaBank Anguilla Ltd (the "EXISTING
                   LOANS").

     2.3   CLOSING. The closing of the transaction contemplated under this
Agreement (the "CLOSING") will take place on a date not less than ten (10) days
following written notice from Purchaser to Seller, pursuant to an escrow
closing, on or before Wednesday, September 4, 2002 (the "DATE OF CLOSING") at
the offices of Purchaser's local counsel, Caribbean Juris Chambers, 10:00 A.M.
local time on the Date of Closing, or at such other time and place as may be
mutually agreed upon in writing by both Seller and Purchaser. In the event that
the Date of Closing is delayed beyond September 4, 2002 for any reason beyond
Purchaser's reasonable control (but not due to Seller not fulfilling any of its
obligations hereunder), including without limitation any delay caused by an
institutional financing source or in connection with obtaining the permits and
licenses referenced in Section 4.2, other than as provided in the following
sentence, (i) the full Purchase Price shall be deemed to accrue, through the
actual Date of Closing, interest at the rate of the Prime Rate offered by the
majority of U.S. banks for commercial loans and as regularly published in THE
WALL STREET JOURNAL, plus two percentage points, which interest shall be payable
in cash at Closing and (ii) the Purchase Price shall be increased by the sum of
Two Thousand and No/100 Dollars (U.S. $2,000.00) per day (or any portion
thereof) in order to compensate Seller for its carrying costs, including without
limitation interest on the Existing Loans; provided, however, that in no event
shall the Date of Closing occur later than September 27, 2002. Notwithstanding
the foregoing, the Date of Closing may be delayed if Seller is required to cure
any title defect or otherwise comply with its obligations under this Agreement.
In the event of

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any such delay on the part of Seller, Purchaser shall have no obligation to pay
interest on the Purchase Price from September 4, 2002 until the actual Date of
Closing, nor will the Purchase Price be increased.

     2.4   ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be payable as
           follows:

           (c)     Five Million and No/100 Dollars (U.S. $5,000,000) for the
                   value of the Land demised under the Land Leases; and

           (d)     Five Million Two Hundred Fifty Thousand and No/100 Dollars
                   (U.S. $5,250,000) for the items referenced in subsections
                   1.1.2-1.1.12.

     2.5   DEPOSIT. On the date hereof, Purchaser shall deposit Two Million Two
Hundred Thousand and No/100 Dollars (U.S. $2,200,000.00) in an interest-bearing
account with Lawyers Title Insurance Corporation, in Miami, Florida ("LAWYERS
TITLE"), by wire transfer of immediately available funds (the "DEPOSIT"), which
Deposit shall be non-refundable except as specifically provided herein. The
Deposit shall be held and disbursed by Lawyers Title in accordance with the
provisions of the escrow agreement to be entered into by Seller, Purchaser and
Lawyers Title contemporaneously herewith, a copy of which is attached hereto as
EXHIBIT 2.5.

     2.6   OPERATING COST CONTRIBUTION. In addition to the Purchase Price,
Purchaser shall pay Seller on the Date of Closing the sum of Two Hundred
Thousand and No/100 Dollars (U.S. $200,000.00) (the "CONTRIBUTION") to
compensate Seller for operating losses in operating the Hotel from June 1, 2002
through the Date of Closing, on a cumulative basis. Seller shall not have to
provide Purchaser with any evidence of the existence or amount of such operating
losses in order to be entitled to the Contribution.

     2.7   SURRENDER. On the Date of Closing, Seller shall (i) surrender the
Property to Purchaser and vacate the Hotel, subject only to the orderly removal
and/or collection of the property to be retained by Seller to the extent
provided in Sections 1.1.3, 1.1.9, 6.6 and 6.8.1, and (ii) deliver the Property
to Purchaser free of all subleases, occupancy agreements and any other
contractual arrangements or obligations whatsoever.

3.   INSPECTIONS AND APPROVALS.

     3.1   INSPECTIONS.

           3.1.1   Seller agrees to allow Purchaser or Purchaser's agents or
representatives reasonable access to the Property (during business hours) from
and after the Date of this Agreement for purposes of conducting inspections,
including physical and environmental inspection of the Property and review of
the Leases, expenses and other matters, provided such inspections do not
interfere (in Seller's reasonable judgment) with Seller's operation of the
Hotel.

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           3.1.2   Seller hereby represents and warrants the truth, accuracy and
completeness of any materials, data or other information supplied to Purchaser
in connection with Purchaser's inspection of the Property (e.g., that such
materials are complete, accurate or the final version thereof).

     3.2   TITLE AND SURVEY. Purchaser's obligations under this Agreement are
subject to Seller delivering to Purchaser at Closing good, clear record and
marketable title to the Property, subject to the Permitted Incumbrances set out
in Section 3.3. Purchaser, at Purchaser's expense, on or before August 2, 2002
(the "TITLE EXAMINATION PERIOD") shall obtain a title search (the "TITLE
SEARCH"), and on or before August 20, 2002 (the "SURVEY EXAMINATION PERIOD") a
survey of the Property (the "SURVEY"). If Purchaser finds title, as shown by the
Title Search, to be defective, Purchaser shall, within the Title Examination
Period, notify Seller in writing specifying the defect(s); provided that if
Purchaser fails to give Seller written notice of defect(s) before the expiration
of said Title Examination Period, the defects shown in the Title Search shall be
deemed to be waived as title objections to closing the transaction. If Purchaser
finds title, as shown on the Survey to be defective, Purchaser shall, within the
Survey Examination Period, notify Seller in writing specifying the defect(s);
provided that if Purchaser fails to give Seller written notice of defect(s)
before the expiration of said Survey Examination Period, the defects shown on
the Survey shall be deemed to be waived as objections to closing the
transaction. Purchaser may raise as additional objections, however, any matters
first shown by any subsequent title search or update, and/or any update or
recertification of the Survey. If Purchaser has given Seller timely written
notice of defect(s) and the defect(s) render the title other than as represented
in this Agreement, Seller shall use all reasonable efforts to cause such defects
to be cured by the Date of Closing, provided that Purchaser may not object to
the Permitted Incumbrances. If necessary, the parties shall postpone the Closing
for a reasonable period of time, to permit Seller to cause such defects to be
cured. In the event that Seller, after using all reasonable efforts as provided
above, is unable to eliminate any title defect(s) within a reasonable period of
time, Purchaser, at Purchaser's option, may: (i) waive such title defect(s) and
close the transaction contemplated by this Agreement without reduction from the
Purchase Price; (ii) after written notice to Seller, cure such title defect(s)
on a reasonable basis and deduct the cost of cure, up to One Hundred Thousand
Dollars ($100,000.00), from the Purchase Price, or (iii) cancel this Agreement
in which event Lawyers Title shall return the Deposit and all interest earned
thereon to Purchaser, whereupon both parties shall be released from all further
obligations under this Agreement, except those obligations which are
specifically stated to survive the termination of this Agreement or the Date of
Closing, unless such defects were caused by Seller's willful act or willful
omission, or failure to use all reasonable efforts, in which event, Seller shall
remain liable to Purchaser for damages caused thereby.

     3.3   PERMITTED INCUMBRANCES. Purchaser shall purchase the Property on the
terms and conditions set forth in this Agreement and subject to the following:

           3.3.1   all registered title incumbrances and survey exceptions and
matters to which Purchaser did not object during the Title Examination Period;

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           3.3.2   the lien of non-delinquent real and personal property taxes
and assessments, for the year of Closing and subsequent years, not yet due and
payable;

           3.3.3   governmental laws, codes, ordinances and restrictions now or
hereafter in effect so far as these affect the Property or any part thereof,
including, without limitation, zoning ordinances (and amendments and additions
relating thereto) provided same do not materially interfere with the operation
of the Property as a first-class resort; and

           3.3.4   any other encumbrance acceptable to Purchaser, in its sole
and absolute discretion.

     The items referenced in 3.3.1-3.3.4 are referred to herein collectively as
the "PERMITTED INCUMBRANCES".

4.   PRIOR TO CLOSING AND THEREAFTER.

     4.1   SELLER'S COVENANTS. Until Closing, Seller shall, at Seller's expense:

           4.1.1   Make all payments due prior to the Date of Closing in
connection with the Property, including rent and all other sums due under the
Land Leases, including all taxes and assessments, utility payments, payments to
suppliers and vendors, payments to employees, and any other obligations
affecting the Property. Any alterations, installations, decorations, repairs and
other work to be performed by Seller prior to the Date of Closing will be
completed and paid for in full by Seller on or prior to the Date of Closing.

           4.1.2   Comply with all of the terms of the Gumbs Lease and the Crown
Lease (except to the extent Seller obtains a waiver from the Crown), and
maintain all insurance policies currently affecting the Property.

     4.2   GOVERNMENTAL AND OTHER APPROVALS.

           4.2.1   The parties acknowledge that an Alien Land-Holding License is
required for Purchaser to own the Property. Purchaser shall, within seven (7)
days after the Date of this Agreement, make a completed application for, and
thereafter diligently endeavor to obtain, the issuance of an Alien Land-Holding
License (the "ALHL") in its name or in the name of its affiliate. Purchaser
shall be responsible for all fees, costs and expenses incurred in connection
with obtaining the ALHL. Seller shall cooperate with Purchaser, as requested, in
Purchaser's obtaining said ALHL, and Purchaser shall provide a copy of its
completed application for the ALHL to Seller within two (2) days after such
application is filed with the Anguilla Ministry of Lands. Purchaser's obligation
to purchase the property from Seller is conditioned on Purchaser's obtaining the
above licenses, permits and authorizations in the name of Purchaser or
Purchaser's affiliate designee; provided, however, that in the event that,
despite Purchaser's prompt and diligent efforts, such ALHL is not obtained by
Purchaser on or before August 15, 2002, then either Purchaser or Seller may
terminate this Agreement by written notice to the other provided such notice is
delivered on or before August 20, 2002 in which event Lawyers Title shall return

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the Deposit and all interest earned thereon to Purchaser, whereupon both parties
shall be released from all further obligations under this Agreement, except
those obligations which are specifically stated to survive the termination of
this Agreement or the Date of Closing.

           4.2.2   From and after the Date of this Agreement, Purchaser shall
take prompt and diligent action to obtain a modification of the Crown Lease with
respect to the provision therein concerning the use of insurance proceeds, and a
waiver from the Crown with respect to certain possible outstanding defaults
under provisions therein concerning the operation of the Property wherein the
Crown agrees not to enforce against Purchaser any of the obligations of the
lessee thereunder except for the obligation to pay rent after the Date of
Closing and further agrees not to assert against Purchaser any defaults of
Seller occurring prior to the Date of Closing. Seller, if requested by
Purchaser, shall cooperate with Purchaser in obtaining said modification of the
Crown Lease and waiver from the Crown. Each party shall pay its own fees, costs
and expenses incurred in connection with obtaining such modification and waiver.
Seller shall be entitled to prior notice of any communication between Purchaser
and any officials or representatives of the Government of Anguilla with respect
to any alleged default under the Crown Lease. Seller's obligation to transfer
the Property to Purchaser and Purchaser's obligation to take transfer from
Seller, shall be conditioned on Purchaser's obtaining such modification and
waiver; provided, however, that in the event that, despite the parties' prompt
and diligent efforts, such modification and waiver is not obtained on or before
August 20, 2002, then Purchaser or Seller may terminate this Agreement by
written notice to the other provided such notice is delivered on or before
August 20, 2002, in which event Lawyers Title shall return the Deposit and all
interest earned thereon to Purchaser, whereupon both parties shall be released
from all further obligations under this Agreement, except those obligations
which are specifically stated to survive the termination of this Agreement or
the Date of Closing. Notwithstanding the foregoing, Purchaser shall have the
right to waive the foregoing condition and agree to close the transaction
notwithstanding the failure to obtain the waiver and modification. In such
event, Purchaser shall not be entitled to either a reduction of the Purchase
Price or to demand performance by Seller with the terms of the Crown Lease.

     4.3   INSURANCE. Until the Date of Closing, Seller shall keep the Hotel
insured against fire and other hazards covered by extended coverage endorsement
(provided, however, that Seller shall not be required to maintain catastrophic
perils insurance, including without limitation, windstorm casualty insurance)
(the "COVERAGE"); and, from the Date of Closing through the Maturity Date,
Purchaser shall maintain the Coverage, which Coverage shall name Seller has an
additional insured under such policies; provided, however, that Purchaser's
obligation to maintain the Coverage shall be conditioned on Seller's arranging
said Coverage on Purchaser's behalf, on commercially reasonable terms, and at a
cost of approximately Twelve Thousand Dollars ($12,000.00), for the period from
September, 2002 until November, 2002. The parties shall cooperate with each
other and use all reasonable efforts to arrange for such Coverage for the period
from the Date of Closing through the Maturity Date. In the event that Seller
cannot arrange for the Coverage, on Purchaser's behalf, Purchaser shall not have
to keep the Hotel insured at all. Seller shall continue to pay all costs of such
insurance for the period until the Date

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of Closing, and Purchaser shall pay all costs of such insurance for the period
from and after the Date of Closing.

     4.4   SECURITY. In addition to its other obligations hereunder, Purchaser,
from the Date of Closing until the Maturity Date (or, if the Promissory Note
referenced in subsection 2.2(b) has not been paid in full by the Maturity Date,
then continuing until such Promissory Note is paid in full), shall:

           (i)     take all reasonable steps to safeguard the Hotel from
                   casualty, loss, theft, vandalism, and other foreseeable
                   threats, which steps shall include, without limitation,
                   maintaining at its own expense, an active security staff in
                   and about the Hotel at all times;

           (ii)    take no action to alter the improvements comprising the Hotel
                   in any manner that would, in any way, change or alter the
                   character of the Hotel; and

           (iii)   not encumber, transfer, or dispose of any portion of the
                   Hotel, Purchaser acknowledging that the Land, Improvements
                   and Personal Property constitute security for Purchaser's
                   obligations under the Promissory Note referenced above.

5.   REPRESENTATIONS AND WARRANTIES.

     5.1   BY SELLER. Seller represents and warrants to Purchaser that:

           5.1.1   Seller is a corporation duly organized, validly existing and
in good standing under the laws of Anguilla, B. W. I., is authorized to do
business in Anguilla, has duly authorized the execution and performance of this
Agreement, and such execution and performance will not violate any term of its
certificate of incorporation or by-laws, or any agreement to which Seller is a
party.

           5.1.2   Seller is not a party to any written contract, document or
agreement (other than the Land Leases, the Leases, the Permitted Incumbrances
and the insurance policies that Seller carries on the Property) that would have
an adverse impact on the ownership of the Property by Purchaser (or any
affiliate assignee of Purchaser pursuant to Section 11.4) following Date of
Closing.

           5.1.3   No petition in bankruptcy (voluntary or otherwise),
assignment for the benefit of creditors, or petition seeking reorganization or
arrangement or other action under any applicable bankruptcy laws is pending
against or contemplated by Seller or its general partner(s) or controlling
shareholders.

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           5.1.4   Seller makes no warranty or representation regarding the
maintenance of catastrophic insurance, including without limitation, casualty
insurance for damage or loss from windstorms.

           5.1.5   The execution and delivery by Seller of this Agreement and
the performance by Seller of its obligations have been duly authorized by all
requisite corporate action and such execution, delivery and performance will not
result in a breach of any of the terms or provisions of or constitute a default
(or a condition which upon notice or lapse of time or both would constitute a
default) under any agreement, instrument or obligation to which Seller or the
Property or any portion thereof is bound and, to the best of its knowledge, will
not constitute a violation of any law, regulation, order, judgment, writ,
injunction or decree applicable to Seller, any of its affiliates or any portion
of the Property.

           5.1.6   Seller has received no notice alleging that the occupancy or
use of the Hotel or the development, construction, maintenance or operation of
the Property or any part thereof violate any applicable statute, law,
regulation, rule, ordinance, employment law or environmental protection law,
rule or regulation, or any condition or requirement of any subdivision or land
development approval, building permit, easement, right of way agreement of
record or other agreement affecting the Property.

           5.1.7   Except for cleaning agents, chemicals and pesticides normal
and customary in the operation of a hotel, Seller has no notice or knowledge of:
(i) any Hazardous Substance (as hereinafter defined) present on the Property,
(ii) any present or past generation, recycling, reuse, sale, storage, handling,
transport and/or disposal of any Hazardous Substance on the Property, or (iii)
any failure to comply with any applicable environmental laws, regulations,
ordinances or administrative or judicial orders relating to the generation,
recycling, reuse, sale, storage, handling, transport and/or disposal of any
Hazardous Substance. Seller has not received any notice from any governmental
authority or from any insurance company or underwriter regarding the presence of
any Hazardous Substance, any present or past generation, recycling, reuse, sale,
storage, handling, transport and/or disposal of any Hazardous Substance or any
failure to comply with any applicable environmental laws, regulations,
ordinances or administrative or judicial orders relating to the generation,
recycling, reuse, sale, storage, handling, transport and/or disposal of any
Hazardous Substance. As used herein, the term "HAZARDOUS SUBSTANCE" means any
substance or material defined or designated as a hazardous or toxic waste
material or substance, or other similar term by any environmental law or
regulation presently or hereinafter in effect, and applicable to the Property,
as such law or regulation may be amended from time to time.

           5.1.8   To the extent that Seller has entered into any contracts,
arrangements, licenses, concessions, leases, easements, or other agreements,
including, without limitation, service arrangements or employment agreements,
either recorded or unrecorded, written or oral, affecting the Property, or any
portion thereof or the use thereof, which by their terms would survive the Date
of Closing, Seller shall arrange for the termination of same on or prior to the
Date of Closing. From the Date of this Agreement until the Date of Closing,
Seller will not

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enter into any agreement or contract with respect to the Property which by its
terms would survive the Date of Closing and will cancel as of the Date of
Closing all such agreements.

     5.2   BY PURCHASER. Purchaser represents and warrants to Seller that:

           5.2.1   Purchaser is a limited liability company duly organized,
validly existing and in good standing under the laws of Delaware, is (or shall
be) authorized to do business in Anguilla, has duly authorized the execution and
performance of this Agreement, and such execution and performance will not
violate any term of its certificate of formation or any agreement to which
Purchaser is a party.

           5.2.2   No petition in bankruptcy (voluntary or otherwise),
assignment for the benefit of creditors, or petition seeking reorganization or
arrangement or other action under any applicable bankruptcy laws is pending
against or contemplated by Purchaser or its general partner(s) or controlling
shareholders.

     5.3   MUTUAL. Each of Seller and Purchaser represents to the other that it
has had no dealings, negotiations, or consultations with any broker,
representative, employee, agent or other intermediary in connection with this
Agreement or the sale of the Property, other than The Hemisphere Group. Seller
shall be responsible for any commission payable to The Hemisphere Group. Seller
and Purchaser agree that each shall indemnify, defend and hold the other free
and harmless from the claims of any other broker(s), representative(s),
employee(s), agent(s) or other intermediary(ies) claiming to have represented
Seller or Purchaser, respectively, or otherwise to be entitled to compensation
in connection with this Agreement or in connection with the sale of the
Property.

6.   COSTS, ADJUSTMENTS AND APPORTIONMENTS.

     6.1   PURCHASER'S CLOSING COSTS. Purchaser will pay the following costs of
Closing:

           6.1.1   The fees and disbursements of its counsel, its local Anguilla
counsel, inspecting architect and engineer, if any;

           6.1.2   All real estate and/or personal property transfer, stamp
duty, stamp or documentary tax(es); including without limitation all costs,
expenses, and fees (including professional and/or attorney's fees) incurred in
connection therewith;

           6.1.3   The full cost of the title search and review conducted by
Purchaser's conveyancing attorney, including the cost of obtaining copies of all
instruments affecting or evidencing title to the Property and the cost of
Purchaser's conveyancing attorney's preparing the conveyance instrument to
transfer title to the Property from Seller to Purchaser;

           6.1.4   The conveyancing fee payable to the conveyancing attorney;

           6.1.5   Any recording fees;

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           6.1.6   All costs associated with obtaining the licenses, permits and
authorizations described in Section 4 and the transfer of any other licenses or
permits (except costs associated with any default or delinquency by Seller with
respect to the licenses or permits or Seller's legal costs); and

           6.1.7   All other expense(s) incurred by Purchaser or its
representative(s) in inspecting or evaluating the Property or closing this
transaction.

     6.2   SELLER'S CLOSING COSTS. Seller will pay the following costs of
 Closing:

           6.2.1   The fees and disbursements of Seller's counsel and Seller's
local counsel.

           6.2.2   Costs of negotiating and obtaining the consent to the
assignment of the Gumbs Lease and any other agreement (other than the Crown
Lease) to Purchaser.

     6.3   OTHER CLOSING COSTS. Any other costs or charges of closing the
purchase and sale of the Property not specifically mentioned in this Agreement
shall be paid and adjusted in accordance with local custom of Anguilla, unless
otherwise agreed by Purchaser and Seller.

     6.4   ASSESSMENTS. Currently due installment payments of certified,
confirmed and ratified special assessment liens, as of the Date of this
Agreement, shall be paid by Seller; all other special assessment liens and
installment payments of special assessment liens shall be assumed and paid by
Purchaser.

     6.5   APPORTIONMENTS. The following apportionments shall be made between
Seller and Purchaser as of 11:59 P.M. local Anguilla time, on the Date of
Closing:

           6.5.1   Amounts paid or payable under the Land Leases.

           6.5.2   General real estate taxes, water or sewer rates and charges
(if not metered), personal property taxes, or any other governmental tax or
charge levied or assessed against the Property, other than special assessment
liens described in Section 6.4 (collectively, the "Taxes"), relating to the
Property and payable during the year in which the Date of Closing occurs (if the
Date of Closing shall occur before the actual Taxes payable during the year of
the Date of Closing are known, the apportionment of Taxes shall be upon the
basis of the latest available tax rates and assessed value of the Property),
provided that, if the Taxes for the year of the Date of Closing are thereafter
determined to be more or less than the Taxes for the preceding year (after any
appeal of the assessed valuation thereof is concluded), Seller and Purchaser
promptly (but no later than December 31 of the year of the Date of Closing,
except in the case of an ongoing tax protest) shall adjust the proration of such
Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any
amount required as a result of such adjustment. Further, if Seller is conducting
a tax protest with respect to all or any portion of the Taxes for the year in
which the Date of Closing occurs or any previous year, any refund relating to
any previous year shall be the property of Seller, and any refund relating to
the year in which the Date of Closing occurs shall

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be prorated as of the Date of Closing. All Taxes assessed after the Date of
Closing shall be paid by Purchaser.

           6.5.3   With respect to electricity, telephone, television, cable
television, steam, gas, water and sewer services that are metered at the Hotel
and other utilities (collectively, the "UTILITIES"), Seller shall endeavor to
have the respective companies providing the Utilities read the meters for the
Utilities on or immediately prior to the Date of Closing. Except if otherwise
instructed by Purchaser, all Utilities should be terminated by Seller on the
Date of Closing. If meter readings are not obtainable, then upon the taking of a
subsequent actual reading, Seller shall promptly pay the amount determined to be
due. In the event that Purchaser instructs Seller not to terminate any of the
Utilities, then Seller shall be responsible for all charges based on the final
meter reading, and Purchaser shall be responsible for all charges thereafter. If
such final meter readings are not obtainable, then, until such time as readings
are obtained, charges for all Utilities for which readings were not obtained
shall be pro-rated as of the Date of Closing based upon the per diem rate
obtained by using the last period and bills for such Utilities that are
available. Upon the taking of a subsequent actual reading, such apportionment
shall be adjusted to reflect the actual per diem rate for the billing period in
which the Date of Closing falls, and Seller or Purchaser, as the case may be,
shall promptly deliver to the other the amount determined to be due upon such
adjustment.

           6.5.4   Seller shall receive full reimbursement from Purchaser on the
Date of Closing for each of the following items:

                   (a)  prepaid fees or other charges for transferable licenses,
                        permits, telephone equipment, telephone rental, or other
                        items, if any, to the extent the rights to such prepaid
                        fees or other charges are assigned by Seller to
                        Purchaser (at Purchaser's request) on the Date of
                        Closing; and

                   (b)  transferable deposits with companies providing
                        Utilities, if any, to the extent the rights to such
                        transferable deposits are assigned by Seller to
                        Purchaser (at Purchaser's request) on the Date of
                        Closing.

     6.6   ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE. Seller shall be responsible
for prompt payment of all accounts payable for purchases of goods and services
incurred by Seller prior to the Date of Closing. Seller shall also be
responsible for the collection of all accounts receivable for Hotel services
provided to guests prior to the Date of Closing.

     6.7   EMPLOYEES. Seller shall, on or before the Date of Closing, cause all
Property/Hotel employees to be made redundant, and Seller agrees to indemnify
and hold Purchaser harmless from and against any and all claims made by any
Property/Hotel employee under any applicable Anguilla law or any employment
contract to which Seller is a party.

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     6.8   PROPERTY NOT INCLUDED IN SALE. In addition to the provisions of
subsection 1.1.9, and notwithstanding any other provision herein to the
contrary, the following shall not be included in the Property to be sold
hereunder:

           6.8.1   Tax deposits, utility deposits and other deposits, except for
transferable deposits, which are to be apportioned as herein provided.

     6.9   BENEFIT AND LIABILITY. Except as specifically provided otherwise, the
purpose and intent of the provisions as to prorations, adjustments and
apportionments set forth in this Section 6 and elsewhere in this Agreement are
that Seller shall bear all expenses of ownership and operation of the Property
and shall receive all income therefrom accruing through the Date of Closing, and
Purchaser shall bear all such expenses thereafter. Accordingly, effective upon
Closing, Seller agrees to indemnify and hold Purchaser harmless from and against
any and all such costs and expenses relating to the ownership and operation of
the Hotel during the period preceding the Date of Closing except any
indebtedness incurred or assumed by Purchaser in connection with the acquisition
of the Property, and Purchaser agrees to indemnify, defend and hold Seller
harmless from and against any and all such costs and expenses relating to the
operation of the Hotel from and after the Date of Closing.

7.   DAMAGE, DESTRUCTION OR CONDEMNATION.

     In light of Purchaser's plans to eventually demolish all or a substantial
portion of the improvements on the Property, no amount of damage to or
destruction of such improvements shall interfere with or delay the Closing, and,
except as provided herein, in the event of any pre-Closing physical damage to
the Property, Purchaser shall acquire the Property "as is". Any insurance
proceeds pertaining to a loss occurring prior to the Date of Closing shall, if
the loss totals not more than $20,000 and, in Seller's reasonable judgment, the
damage to the Property can be restored within five (5) days after the
commencement of restoration, be used to restore the Property, provided, however,
that any such restoration to the Property shall be at the sole cost and expense
of Seller. If the loss totals more than $20,000 or, in Seller's reasonable
judgment, the damage to the Property (in Seller's reasonable judgment) cannot be
restored within five (5) days after the commencement of restoration, said
proceeds shall not be used to restore the Property, and the Property shall not
be restored, unless the parties agree to do so, provided, however, that if the
parties agree not to restore the Property, the insurance proceeds shall be used
in the following order (i) first, to reimburse Seller for any amounts Seller
pays to Hotel/Property employees or is obligated to pay to Hotel/Property
employees in connection with the termination of their employment, and (ii)
second, any remaining balance shall be shared equally between the parties.
Notwithstanding the foregoing, (i) prior to August 20, 2002, the decision to
restore any loss or damage shall be solely subject to Seller's reasonable
judgment, and (ii) regardless of the amount of cost or length of time to restore
any loss or damage, no such loss or damage occurring within thirty (30) days of
the Date of Closing shall require restoration. In the event of a loss occurring
on or after the Date of Closing, the insurance proceeds (a) if received prior to
the Maturity Date will be paid to Seller and shall reduce on a dollar per dollar
basis the principal balance of the

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Promissory Note, or (b) if received subsequent to the Maturity Date will be
assigned and delivered to Purchaser, provided the Promissory Note has been paid
in full.

8.   NOTICES.

     Any notice required or permitted to be given hereunder shall be deemed to
be given when hand delivered or when delivered by Emery Air Freight, Airborne,
Federal Express, or similar overnight express service, in either case addressed
to the parties at their respective addresses referenced below:

     If to Seller:                 c/o Sonesta International Hotels Corporation
                                   116 Huntington Avenue, Floor 9
                                   Boston, Massachusetts 02116
                                   Attention: Peter J. Sonnabend
                                   Phone No.:     (617) 421-5410
                                   Facsimile No.: (617) 421-5402
                                   Keithley F.T.Lake & Associates

     With a copy to:               The Law Building
                                   P.O. Box 14
                                   The Valley
                                   Anguilla, B.W.I.
                                   Attention: Keithley F.T.Lake, Esq.
                                   Phone No.:     (264) 497-2069
                                   Facsimile No.: (264) 497-3012

     If to Purchaser:              c/o Flag Luxury Properties, LLC
                                   1370 Avenue of the Americas
                                   New York, New York 10019
                                   Attention: Jonathan D. Stern
                                   Phone No.:     (212) 581-4540
                                   Facsimile No.: (212) 581-4950
                                   E-mail: jdsflag@aol.com

     With a copy to:               Greenberg Traurig, P.A.
                                   1221 Brickell Avenue
                                   Miami, Florida 33131
                                   Attention: Juan P. Loumiet, Esq.
                                   Phone No.:     (305) 579-0525
                                   Facsimile No.: (305) 579-0717
                                   E-mail: loumietj@gtlaw.com

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or in each case to such address as either party may from time to time designate
by giving notice in writing to the other party. Telephone and facsimile numbers
are given for reference purpose only. Effective notice may only be given as
stated above.

9.   CLOSING.

     9.1   SELLER'S DELIVERIES. Seller shall deliver at the Closing or by making
available at the Property, as appropriate, the following original documents,
each executed and, if required, acknowledged:

           9.1.1   A conveyance in the form attached hereto as EXHIBIT 9.1.1,
subject to the Permitted Incumbrances and other matters subsequently approved by
Purchaser or Purchaser's counsel.

           9.1.2   A bill of sale, in the form attached hereto as EXHIBIT 9.1.2
conveying the Personal Property.

           9.1.3   An assignment of all transferable warranties and guarantees
then in effect, if any, with respect to the Improvements and Personal Property
or any repairs or renovations to the Improvements and Personal Property, which
assignment is in the form attached hereto as EXHIBIT 9.1.3.

           9.1.4   A compliance certificate in the form attached hereto as
EXHIBIT 9.1.4.

           9.1.5   A ratification of Seller's representations and warranties
under this Agreement in the form attached hereto as EXHIBIT 9.1.5.

           9.1.6   A corporate authorization in the form attached hereto as
EXHIBIT 9.1.6.

           9.1.7   An incumbency affidavit in the form attached hereto as
EXHIBIT 9.1.7.

           9.1.8   Executed estoppel letters and consents to assignment
regarding the Crown Lease and the Gumbs Lease, in form reasonably acceptable to
Purchaser and Seller.

           9.1.9   Any documents necessary to evidence the sale and transfer
from Seller to Purchaser of the vehicles and watercraft set forth on EXHIBIT
1.1.11.

     9.2   PURCHASER'S DELIVERIES. At Closing, Purchaser shall pay Seller the
cash Purchase Price subject to the apportionments as provided in Section 6.

     9.3   POSSESSION. Purchaser shall be entitled to ownership and possession
of the Property upon conclusion of the Closing, in accordance with the terms of
this Agreement. Notwithstanding Seller's ownership and/or possession of the
Property, commencing on the Date of this Agreement and continuing until the Date
of Closing, Purchaser shall have the right to use a portion of the Property, the
size and location to be agreed upon by the parties, for a plant nursery and for
the initial staging of a golf course.

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     9.4   UTILITY SERVICES AND DEPOSITS. Seller shall be entitled to the return
of any deposit(s) posted by it with any utility company not assigned to
Purchaser pursuant to Section 6.5.4b), and Seller shall notify each utility
company serving the Property to terminate Seller's account, effective at noon on
the Date of Closing (unless otherwise instructed by Purchaser as provided under
subsection 6.5.3).

     9.5   POST-CLOSING COLLECTIONS AND PAYMENTS. Concurrently with the Closing,
representatives of Seller and Purchaser shall cause a preliminary closing
statement to be prepared reflecting their respective closing costs, the
apportionments, the payment of the Purchase Price and all other terms of this
Agreement affecting or relating to the amount of and adjustments to the
consideration to be paid for the Property. In the event either Purchaser or
Seller becomes aware of any item in the closing statement which requires
adjustment as a result of new information or the ascertainment of actual amounts
for items which are the subject of estimates at Closing, it shall promptly
advise the other in writing and provide such supporting documentation as shall
reasonably be required. Upon the ninetieth (90th) day following the Date of
Closing, or earlier upon mutual agreement of the parties, Purchaser or Seller,
as the case may be, shall make such additional payment or refund as shall be
required by the aggregate of any such post-Closing adjustments. A final closing
statement shall be prepared to reflect such revisions, subject only to
subsequent adjustments provided for in Section 6.5.

10.  MISCELLANEOUS.

     10.1  ENTIRE AGREEMENT. This Agreement, together with the Exhibits attached
hereto, all of which are incorporated herein by reference, is the entire
agreement between the parties with respect to the subject matter hereof, and no
alteration, modification or interpretation hereof shall be binding unless in
writing and signed by both parties.

     10.2  SEVERABILITY. If any provision of this Agreement or application to
any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person or
circumstances, other than those as to which it is so determined invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.

     10.3  APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of Anguilla, B.W.I.

     10.4  ASSIGNABILITY. Except for an assignment by Purchaser to a successor
entity licensed to do business in Anguilla, Purchaser may not assign this
Agreement without first obtaining Seller's prior written consent, which consent
shall be subject to Seller's reasonable approval. Any assignment in
contravention of this provision shall be void. No assignment shall release
Purchaser from any obligation or liability under this Agreement. Any permitted
assignee shall be deemed to have made any and all representations and warranties
made by Purchaser hereunder, as if the assignee were the original signatory
hereto.

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     10.5  SUCCESSORS BOUND. This Agreement shall be binding upon and inure to
the benefit of Purchaser and Seller and their respective successors and
permitted assigns.

     10.6  DEFAULT. Should either party be in breach of or default under or
otherwise fail to comply with any of the terms of this Agreement within any
prescribed period, the non-defaulting party shall, in addition to its other
remedies under this Agreement or under the law, have the option to cancel this
Agreement upon ten (10) days written notice to the defaulting party of the
alleged breach and failure by the defaulting party to cure such breach within
such ten (10) day period. The non-defaulting party shall promptly notify the
defaulting party in writing of any alleged default upon obtaining knowledge
thereof. The Date of Closing shall be extended to the extent necessary to afford
the defaulting party the full ten (10) day period within which to cure such
default. The failure or refusal by a party to perform on the scheduled Date of
Closing (except in respect of a Pending Default by the other party) shall be
deemed to be an immediate default without the necessity of notice and if the
Date of Closing shall have been once extended as a result of default by a party,
such party shall not be entitled to any further notice or cure rights with
respect to that or any other default. For purposes of this Section 11.6, a
"PENDING DEFAULT" shall be a default for which written notice was given by the
non-defaulting party. In the event of a default by Purchaser under this
Agreement, Seller shall receive the Deposit, together with all interest earned
thereon, as agreed and liquidated damages for said breach, and as Seller's sole
and exclusive remedy for default of Purchaser, whereupon the parties shall be
relieved of all further obligations hereunder, except those obligations which
are specifically stated herein to survive the termination or closing of this
transaction. In the event of a default by Seller under this Agreement, Purchaser
at its option shall have the right to: (i) receive the return of the Deposit,
together with all interest accrued thereon, whereupon the parties shall be
released from all further obligations under this Agreement, except those
obligations which are specifically stated to survive the termination of the
transaction contemplated under this Agreement, unless the default was caused by
the willful act, willful omission, or material misrepresentation of Seller in
which event Seller shall continue to be liable for damages caused thereby in the
maximum amount of up to Four Million Dollars ($4,000,000.00), anything to the
contrary notwithstanding, or, alternatively, (ii) seek specific performance of
Seller's obligations hereunder and/or any other equitable remedies, without
thereby waiving damages. Notwithstanding the foregoing, in the event of a
default by either party of any obligations which specifically survive Closing,
then the non-defaulting party shall be entitled to seek any legal redress
permitted by law or equity.

     10.7  RELEASE OF DEPOSIT. In the event either party requests that the
Deposit be released to it (the "REQUESTING PARTY"), and the other party objects
to the release of such Deposit to the Requesting Party (the "OBJECTING PARTY"),
within five (5) business days after the Objecting Party's receipt of the written
request for the release of the Deposit, the Objecting Party shall provide a
statement to the Requesting Party stating with specificity the reasons for its
objection to the release of the Deposit.

     10.8  NO PUBLIC DISCLOSURE. Purchaser and Seller shall make no public
disclosure of the terms of this transaction without prior written notice to the
other party. Seller, as a wholly-owned subsidiary of a U.S. public company,
shall be entitled to make public disclosure of the

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terms of this transaction if so advised by legal counsel (including without
limitation in-house legal counsel). Notwithstanding the foregoing, Purchaser may
disclose the terms of this Agreement to the Government of Anguilla, any
prospective investor or any other interested party without providing prior
written notice to Seller.

     10.9  CAPTIONS. The captions in this Agreement are inserted only as a
matter of convenience and for reference and in no way define, limit or describe
the scope of this Agreement or the scope or content of any of its provisions.

     10.10 ATTORNEY'S FEES. In the event of any litigation arising out of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees
and costs.

     10.11 NO PARTNERSHIP. Nothing contained in this Agreement shall be
construed to create a partnership or joint venture between the parties or their
successors in interest.

     10.12 TIME. Time is of the essence in this Agreement.

     10.13 EXHIBITS. All of the exhibits attached to this Agreement are
incorporated in, and made a part of, this Agreement.

     10.14 COUNTERPARTS. This Agreement may be executed and delivered in any
number of counterparts, all of which taken together shall constitute one and the
same agreement, and either of the parties hereto may execute this Agreement by
signing any such counterpart.

     10.15 RECORDATION. Seller authorizes Purchaser to register a Caution on the
Property in the Anguilla Land Register. In the event this Agreement is
terminated, Purchaser will promptly release such Caution.

     10.16 GUARANTY. The performance of all of Seller's obligations under the
terms and provisions of this Agreement are unconditionally guaranteed by Sonesta
International Hotels Corporation pursuant to a Guaranty in favor of Purchaser of
even date herewith.

     10.17 SURVIVAL. All covenants, agreements, indemnities, representations and
warranties contained in this Agreement shall survive Closing, except if the
context requires otherwise, for a period of two (2) years.

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     IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement on
the date set forth below, effective as of the date set forth above.

                                   PURCHASER:

July 27, 2002                      FLAG LUXURY PROPERTIES (ANGUILLA), LLC, a
                                   Delaware limited liability company

Before Me:                         By:  FLAG LUXURY PROPERTIES, LLC, a Delaware
                                        limited liability company, a member


                                        By: /S/
                                            ------------------------------------
                                                Jonathan D. Stern, President


                                        MJX, LLC, a Delaware limited liability
                                        company, a member


                                        By: /S/
                                            ------------------------------------
                                                Robert FX Sillerman


                                   SELLER:

July 26, 2002                      SONESTA HOTELS OF ANGUILLA, LIMITED, an
                                   Anguilla, B.W.I. corporation

Before Me: /S/                     By: /S/
           ---------------------       -----------------------------------------
           Karen K. Pettiford      Printed name: Peter J. Sonnabend
           ---------------------                 -------------------------------
                                   Its: Director
                                        ----------------------------------------

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