---

Exhibit
10.13





PURCHASE
AGREEMENT





THIS PURCHASE AGREEMENT(this
"Agreement"),dated as of November
12,2002,
between USRA LEVERAGED NET
LEASE, LLC,a Delaware limited liability company ("Seller")having an address c/o
U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019,
and MOTEL ASSETS HOLDINGS LLC,a Delaware limited liability company ("Purchaser")having an address at
5847 San Felipe, Suite 2600, Houston, Texas 77057.





RECITALS:





A.           Seller
owns 100% of the beneficial ownership (the "Sale
Assets")in
M-Six Penvest II Business Trust (the "Penvest
Trust");





B.           The
Penvest Trust owns 100% of the beneficial ownership in M-Six Penvest II Business
Trust (LA) (the "Louisiana
Trust");





C.           The
Penvest Trust (i) owns a 99% limited partnership interest in M-Six Penvest II
Limited Partnership (NEV.) (the "Nevada
Partnership")and (ii) is the sole
shareholder of M-Six Penvest II GP Corp. (NEV.), a Delaware corporation (the
"Nevada
Corporation"),which owns a 1 % general
partnership interest in the Nevada Partnership;





D.           The
Penvest Trust, either directly or indirectly through the Louisiana Trust or the
Nevada Partnership, as the case may be, owns parcels of land described in
Schedule A hereto and the improvements situated thereon (the "Properties"),subject to the Indenture
(as hereinafter defined), the Net Lease (as hereinafter defined) and other
exceptions to title;





E.           Purchaser
desires to acquire from Seller, and Seller desires to sell to Purchaser, the
Sale Assets, in accordance with and subject to the terms and conditions of this
Agreement.


NOW, THEREFORE,in
consideration of Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound, Seller and Purchaser agree as follows:





ARTICLE
I


Definitions





The following capitalized terms used in
this Agreement shall have the meanings ascribed to them below:





"Central
Account Agreement"shall mean the Central
Account Agreement, dated as of April 30, 1998, by and among the Penvest Trust,
Nomura and LaSalle National Bank, in which certain trust accounts were
established.





"Closing"shall have the meaning
set forth in Section 2.03 (a) of this Agreement.





"Closing
Date"shall
have the meaning set forth in Section 2.03 (a) of this Agreement.





"Deposit"shall have the meaning
set forth in Section 2.02 of this Agreement.





"Designated
Parties"shall have the meaning
set forth in Section 3.01 of this Agreement.





"Escrow
Agent"shall
have the meaning set forth in Section 2.02 of this Agreement.


"Governmental
Authority"shall mean any United
States federal, state, regional or local governmental or political subdivision
thereof, any regulatory or administrative authority, or agency or commission or
any court, tribunal, or judicial or arbitral body.





"Guarantor"shall mean Accor
S.A.





"Indenture
Note"shall
mean the Promissory Note, dated April 30, 1998, from the Penvest Trust, the
Louisiana Trust and the Nevada Partnership in favor of Nomura, which note was
subsequently amended and restated as two separate notes by (a) Class A
Promissory Note, dated April 30, 1998, from the Penvest Trust, the Louisiana
Trust and the Nevada Partnership in favor of Lender, as successor in interest to
Nomura, and (b) Class B Promissory Note, dated April 30, 1998, from the Penvest
Trust, the Louisiana Trust and the Nevada Partnership in favor of Lender, as
successor in interest to Nomura.





"Indenture"shall mean the Indenture
of Mortgage, Deed of Trust, Security Agreement, Fixture Filing, Financing
Statement and Assignment of Rents and Leases, dated as of April 30, 1998,
affecting the Properties, from the Penvest Trust, the Louisiana Trust and the
Nevada Partnership, to Nomura, as amended by Amendment No. 1 to Indenture and
Other Operative Documents, dated as of September 1, 1998, and as further amended
by Amendment No. 2 to Indenture and Other Operative Documents, dated as of March
1, 2000.





"Lender"shall mean The Capital
Company of America LLC, successor in interest to Nomura.





"Lender's
Consent"shall have the meaning
given such term in Section 2.02(c) of this Agreement.


"Lessee"shall mean Universal
Commercial Credit Leasing III, Inc.





"Lessee
Consent"shall mean the
Assignment of Master Lease and Guaranty Consent Agreement, dated as of April 30,
1998, by and among the Penvest Trust, the Louisiana Trust and the Nevada
Partnership, Nomura and Lessee, in which, among other things, Lessee consents to
the assignment of the Net Lease to Nomura.





"Loan
Agreement"shall mean the Loan
Agreement, dated as of April 30, 1998, by and between the Penvest Trust and
Nomura.





"Louisiana
Trust"shall
mean the Louisiana trust identified in the Recitals to this Agreement which owns
the Property located in Louisiana.





"Material
Organizational Documents"shall mean,
collectively, the following documents, as the same may hereafter be
amended:





(a)           Certificate
of Trust of the Penvest Trust;


(b)           Trust
Agreement of the Penvest Trust;


(c)           Extract
of Trust Agreement of the Louisiana Trust;


(d)           Trust
Agreement of the Louisiana Trust;


(e)           Certificate
of Limited Partnership of the Nevada Partnership;


(f)
            Amended
      and Restated Agreement of Limited Partnership of the Nevada
      Partnership;


(g)           Restated
Certificate of Incorporation of the Nevada Corporation; and


(h)           By-Laws
of the Nevada Corporation.





"Net
Lease"shall
mean the Lease Agreement, dated as of April 30, 1998, by and among the Penvest
Trust, the Louisiana Trust and the Nevada Partnership and Lessee, demising the
Properties.





"Net
Lease Assignment"shall mean the
Assignment of Master Lease and Guaranty, dated as of April 30, 1998, by and
among the Penvest Trust, the Louisiana Trust and the Nevada Partnership, in
favor of Nomura, assigning their interest in the Net Lease and the Net Lease
Guaranty.





"Net
Lease Guaranty"shall mean the Lease
Guaranty, dated as of April 30, 1998, from Guarantor guaranteeing the
obligations of Lessee under the Net Lease.





"Nevada
Corporation"shall mean the Delaware
corporation identified in the Recitals to this Agreement.





"Nevada
Partnership"shall mean the Delaware
limited partnership identified in the Recitals to this Agreement which owns the
Property located in Nevada.





"Nomura"shall mean Nomura Asset
Capital Corporation.





"Outside
Date"shall
have the meaning given such term in Section 2.03 of this


Agreement.





"Penvest
Trust"shall
mean the Delaware business trust identified in the Recitals to this Agreement
which either directly owns the Properties or (a) indirectly through the
Louisiana Trust, owns the Property located in Louisiana, and (b) indirectly
through the Nevada Limited Partnership, owns the Property located in
Nevada.





"Person"shall mean any
individual, corporation, partnership, limited liability company, joint venture,
estate, trust, unincorporated association, any federal, state, county or
municipal government or any bureau, department or agency thereof and any
fiduciary acting in such capacity on behalf of any of the
foregoing.





"Properties"shall mean the parcels
of land described in Schedule A hereto and
the improvements situated thereon.





"Property
Material Agreements"shall mean,
collectively, the following agreements affecting the Properties as of the date
hereof, as the same may hereafter be amended:





(a)           the
Net Lease;


(b)           the
Net Lease Guaranty;


(c)           the
Indenture Note;


(d)           the
Indenture;


(e)           the
Net Lease Assignment;


(f)           the
Lessee Consent;


(g)           the
Central Account Agreement;


(h)           the
Loan Agreement; and


(i)           the
Residual Value Policy.





"Purchase
Price"shall
have the meaning given such term in Section 2.02 of this


Agreement.





"Purchaser's
Closing Costs"shall have the meaning
given such term in Section 2.04(b) of this Agreement.





"Purchaser
Closing Documents"shall have the meaning
given such term in Section 3.02(b) of this Agreement.





"Residual
Value Policy"shall mean Residual
Value Insurance Policy Number 01-01-20-0189, dated as of April 30, 1998, issued
by R.V.I. America Insurance Company with respect to the Properties with the
Penvest Trust as Insured thereunder and Nomura as Loss Payee
thereunder.





"Right of
Access Agreement"shall mean the Indemnity
and Right of Access Agreement, dated as of August 27, 2002, between Seller and
Salmon Creek LLC.





"Sale
Assets"shall have the meaning
given such term in the Recitals of this Agreement.





"Seller's
Closing Costs"shall have the meaning
given such term in Section 2.04(a) of this Agreement.





"Seller
Closing Documents"shall have the meaning
given such term in Section 3.01(b) of this Agreement.





"Seller's
Parties"shall have the meaning
given such term in Section 2.05(c) of this Agreement.





"Title
Insurer"shall have the meaning
given such term in Section 4.04(b) of this Agreement.





"Title
Policies"shall have the meaning
given such term in Section 4.04(b) of this Agreement.





ARTICLE
II


Agreement to Sell and
Purchase;


Terms of Sale and
Purchase





2.01.           Agreement
to Sell and Purchase.Seller agrees to sell,
assign, transfer and convey to Purchaser, and Purchaser agrees to purchase and
acquire from Seller, the Sale Assets, in accordance with and subject to the
terms and conditions of this Agreement.





2.02.           Purchase
Price; Prorations.(a) The purchase price
payable by Purchaser to Seller for the Sale Assets shall be Three Million One
Hundred Thousand Nine Hundred Ninety-Two and 64/100 Dollars ($3,100,992.64),
subject to adjustment as described in clause (ii) (the "Purchase
Price"),payable as
follows:





(i)           Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (such amount, together
with any interest earned thereon, being hereafter referred to as the "Deposit")simultaneously with the
execution and delivery of this Agreement by check, subject to collection,
payable to the order of Proskauer Rose LLP ("Escrow
Agent"),to
be held by Escrow Agent pursuant to and in accordance with the provisions of
Section 4.05 hereof; and





(ii)           Two
Million Eight Hundred Fifty Thousand Nine Hundred Ninety-Two and 64/100 Dollars
($2,850,992.64), subject to adjustment as hereinafter described, less any
interest earned on the Deposit, representing the balance of the Purchase Price,
on the Closing Date by wire transfer of immediately available United States
federal funds to the account or accounts designated by Seller. Any wire transfer
on the Closing Date shall be made by 2:00 P.M., New York City time, on such
date. Purchaser acknowledges that, as of August 15, 2002, the existing
indebtedness evidenced by the Indenture Note and secured by the Indenture was
Forty-Nine Million Six Hundred Fifteen Thousand Eight Hundred Eighty-Two and
29/100 Dollars ($49,615,882.29) and agrees that to the extent any payments are
made on such indebtedness between August 15, 2002 and the Closing which shall
reduce the unpaid principal amount thereof below the amount set forth in this
Section 2.02(a)(ii)y then the
amount payable under this Section 2.02(a)(ii) shall be increased by the amount
of such payments of principal.





It is
understood that Purchaser is purchasing the Sale Assets subject to the
obligation of Penvest Trust, the Louisiana Trust and the Nevada Partnership to
pay the Indenture Note in the aggregate original face amount of Fifty-One
Million Nine Hundred Thirty-Four Thousand Four Hundred Eighty-Nine and 63/100
Dollars ($51,934,489.63), and subject to the obligations of Penvest Trust, the
Louisiana Trust and the Nevada Partnership, as the case may be, under the Net
Lease, the Indenture Note, the Indenture and all other Property Material
Agreements, which obligations shall survive the purchase by Purchaser. Seller
and Purchaser further agree that if this transaction had been a sale of fee
title to the Properties by the Penvest Trust, the Louisiana Trust and the Nevada
Partnership to Purchaser rather than a sale of the Sale Assets, the Penvest
Trust, the Louisiana Trust and the Nevada Partnership would have been willing to
sell to Purchaser, and Purchaser would have been willing to purchase from the
Penvest Trust, the Louisiana Trust and the Nevada Partnership, the Properties
for a purchase price, as of August 15, 2002, equal to Fifty-Two Million Seven
Hundred Sixteen Thousand Eight Hundred Seventy-Four and 93/100 Dollars
($52,716,874.93), on substantially the same teens as set forth herein, including
without limitation acquiring the Properties subject to the loan evidenced by the
Indenture Note.





(b)           Purchaser
acknowledges that the Properties are net leased to Lessee pursuant to the Net
Lease and that Basic Rent (as defmed in the Net Lease) under the Net Lease is
payable directly to the Lender in arrears on the first day of each calendar
month for the immediately preceding calendar month and is utilized for the
payment of the Debt Service Payment (as defined in the Indenture Note) which is
also payable in arrears for the immediately preceding calendar month. On the
Closing Date, Seller and Purchaser shall prorate net cash flow payments, such
that there shall be an adjustment in favor of Seller in an amount equal to (i)
the difference between the Basic Rent payable under the Net Lease for the month
in which the Closing Date occurs and the Debt Service Payment for such month,
multiplied by (ii) a fraction, the numerator of which is the number of days from
and including the first day of the month in which the Closing occurs through the
day immediately preceding the Closing Date and the denominator of which is the
total number of days in the month in which the Closing occurs. It is the
intention of the parties to adjust only the net cash flow after payment of debt
service. In addition, on the Closing Date, the annual trustee fees payable to
Wilmington Trust Company shall be adjusted as of 11:59 p.m. on the day
immediately preceding the Closing Date. There shall be no other prorations or
adjustments. Purchaser acknowledges that neither any bank accounts maintained by
Seller nor any funds therein will become the property of, be transferred to, or
become under the control of, Purchaser upon the Closing.





(c)           Purchaser
acknowledges that the Indenture requires the consent of Lender for Purchaser to
purchase the Sale Assets and for Seller to liquidate the Nevada Corporation and
the Nevada Partnership as contemplated by Section 2.03(c). Purchaser further
acknowledges that, at the request of Purchaser, Seller has contacted the Lender
and initiated the process to obtain such consent. Seller shall use reasonable
efforts (at no cost or expense to Seller except as expressly provided herein) to
obtain, and Purchaser shall, at its sole cost and expense, provide such
documentation and opinions of counsel as may be required by Lender and otherwise
cooperate with Seller to obtain, Lender's consent to and to satisfy all other
conditions and obligations with respect to the purchase of the Sale Assets by
Purchaser and the liquidation of the Nevada Corporation and the Nevada
Partnership as contemplated by Section 2.03(c) in accordance with the terms of
Section 2.16 of the Indenture and in any other of the related loan documents
(collectively, "Lender's Consent");
provided, however, that failure of Seller to obtain Lender's Consent shall in no
event constitute a default or failure by Seller under this Agreement regardless
of the nature of Seller's efforts as long as Seller did not, prior to the
Outside Date and in the absence of a default by Purchaser hereunder, instruct
Lender to cease pursuing the process whereby Lender's Consent was being sought.
Purchaser shall pay all expenses (including, without limitation, all servicing
fees and charges) which may be incurred or imposed by Lender in connection with
seeking Lender's Consent (which obligation shall survive the Closing, or in the
alternative, the termination of this Agreement); provided, however, that upon
Closing or upon termination of this Agreement as a result of a failure to
satisfy a condition to Closing (other than obtaining Lender's Consent) not
caused by the default of either party hereto, Seller shall reimburse Purchaser
for a portion of such expenses to the extent provided in Section 2.04 or
2.05(a), as applicable. Purchaser agrees to promptly submit to Seller (for
delivery to Lender), all documentation, information or other materials required
by Lender in connection with obtaining Lender's Consent and Seller agrees to
deliver to Lender all such documentation, information or other materials so
submitted. In the event that all such conditions and obligations relating to the
purchase of the Sale Assets by Purchaser (including, without limitation,
obtaining Lender's Consent) have not been satisfied on or before the Outside
Date through no default of Purchaser, this Agreement shall terminate (other than
the parties' obligation to pay Lender's expenses as and to the extent provided
by Section 2.05(a)) and Purchaser shall be entitled to receive the Deposit
(together with any interest earned thereon) less any portion thereof required to
satisfy such obligations of Purchaser not theretofore satisfied. If Purchaser
shall default in its obligations under this paragraph, the entire Deposit
(together with any interest earned thereon) shall be retained by Seller as
liquidated damages.





2.03.           The
Closing.





(a)           The
consummation of the sale and purchase of the Sale Assets contemplated by this
Agreement (the "Closing")shall take place at the
offices of Proskauer Rose LLP, 1585 Broadway, New York, New York or at such
other location in New York City as shall be mutually acceptable to the parties,
at 2:00 p.m., New York City time on the date which is three business days
following the date upon which Lender's Consent is obtained (or if such date is
not a business day, the next succeeding business day), or such earlier date as
may be acceptable to the parties (the "Closing
Date");provided, however, in no
event shall the Closing Date occur later than December 6, 2002 (the "Outside
Date")(time
being of the essence as to such date).





(b)           On
the Closing Date, Seller shall sell, assign, transfer and convey to Purchaser
all of Seller's right, title and interest in the Sale Assets by delivery to
Purchaser of an instrument of assignment (the "Assignment")in the form annexed
hereto as Schedule
B,and
Purchaser shall pay to Seller the balance of the Purchase Price therefor as
contemplated by Section 2.02 hereof.





(c)           Immediately
prior to the Closing, Seller shall cause the Nevada Corporation to be liquidated
and its assets distributed to the Penvest Trust, its sole stockholder, and then
the Nevada Partnership to be liquidated and its assets distributed to its sole
partner, the Penvest Trust, so that at the Closing the Penvest Trust shall own
all right, title and interest to the Property previously owned by the Nevada
Partnership.





2.04.           Closing
Costs.





(a)           In
connection with the conveyance of the Sale Assets by Seller to Purchaser, Seller
shall pay or reimburse Purchaser, to the extent Purchaser has theretofore paid
("Seller's
Closing Costs"),(i) the fees and
expenses of Seller's legal counsel, (ii) upon Closing, one-half of the fee
payable to the Lender in accordance with the terms of the Indenture for
obtaining Lender's Consent, one-half of the fees payable to the rating agencies
in accordance with the terms of the Indenture for their review of the
transaction contemplated by this Agreement and one-half of the fees payable to
counsel for the Lender and the rating agencies in accordance with the terms of
the Indenture in connection with obtaining Lender's Consent and the rating
agencies' review of the transaction contemplated by this Agreement, as the case
may be, and (iii) one-half of all transfer taxes and fees, if any, payable in
connection with the purchase of the Sale Assets and the liquidation of the
Nevada Corporation and the Nevada Partnership.





(b)           In
connection with the conveyance of the Sale Assets by Seller to Purchaser,
Purchaser shall pay ("Purchaser's
Closing Costs"):(i) all costs associated
with its due diligence, (ii) the fees and expenses of Purchaser's legal counsel,
(iii) except to the extent payable by Seller pursuant to Section 2.04(a), the
fee payable to Lender in accordance with the terms of the Indenture for
obtaining Lender's Consent and all other costs, expenses and fees payable by the
Penvest Trust, the Louisiana Trust and the Nevada Partnership pursuant to the
provisions of the Indenture in connection with the review, approval and
documentation of the transaction contemplated by this Agreement, and (iv)
one-half of all transfer taxes and fees, if any, payable in connection with the
purchase of the Sale Assets and the liquidation of the Nevada Corporation and
the Nevada Partnership, and (v) all title insurance premiums and other
charges.





(c)           The
provisions of this Section 2.04 shall survive the Closing.





2.05.           Seller's
Costs/Default/Non-Recourse.





(a)           If
this Agreement shall terminate or the Closing shall not have occurred for any
reason whatsoever other than either (i) a willful default by Seller or a
violation of a representation by Seller contained in Section 3.01 of this
Agreement or (ii) Purchaser's failure or refusal to perform Purchaser's
obligations in accordance with this Agreement or a violation of a representation
by Purchaser contained in Section 3.02 of this Agreement, then each party shall
be obligated to pay one-half of the fee payable to Lender for obtaining Lender's
Consent with respect to the transaction contemplated by this Agreement, and
one-half of all other costs, expenses and fees payable by the Penvest Trust, the
Louisiana Trust and the Nevada Partnership pursuant to the provisions of the
Indenture in connection with the review, approval and documentation of the
transaction contemplated by this Agreement, except the fees and expenses of
Seller's and Purchaser's legal counsel, which shall be borne by Seller and
Purchaser, respectively; provided, however, that if this Agreement shall
terminate or the Closing shall not have occurred due to or for reasons including
the failure to obtain Lender's Consent by the Outside Date (but not due to
Seller's default, in which case Section 2.05(c) shall govern), then Purchaser
shall remain obligated to pay all of the foregoing fees, costs and expenses
without contribution or reimbursement therefor by Seller, except the fees and
expenses of Seller's legal counsel, which shall be borne by Seller. The Deposit
(together with any interest earned thereon) shall first be applied to satisfy
Purchaser's obligations under this paragraph, to the extent not theretofore
satisfied, and the balance remaining, if any, shall be returned to
Purchaser.





(b)           If
the Closing shall not occur due to Purchaser's failure or refusal to perform
Purchaser's obligations in accordance with this Agreement (other than
Purchaser's failure or refusal to indemnify Seller in accordance with this
Agreement or Purchaser's failure or refusal to perform an obligation that
survives the Closing after the Closing takes place), then the parties hereto
agree that Seller's sole remedy shall be to cause Escrow Agent to deliver to
Seller the Deposit (including any interest thereon) in the manner provided in
Section 4.05, which may be retained by Seller as liquidated damages, whereupon
this Agreement shall terminate and neither party to this Agreement shall have
any further rights or obligations hereunder (other than any such rights or
obligations that are expressly stated to survive the termination thereof). The
provisions herein contained for liquidated and agreed-upon damages are bona fide
provisions and are not a penalty, the parties agreeing that by reason of Seller
binding itself to the transfer of the Sale Assets and by reason of the
withdrawal of the Sale Assets from sale at a time when other parties would be
interested in acquiring the Sale Assets, that Seller will have sustained damages
if Purchaser defaults, which damages will be substantial but will not be capable
of determination with mathematical precision and therefore, as aforesaid, this
provision for liquidated and agreed-upon damages has been incorporated in this
Agreement as a provision beneficial to both parties.





(c)           (i)           If
the Closing shall not occur due to Seller's failure or refusal to perform
Seller's obligations in accordance with this Agreement, then the parties hereto
agree that Purchaser, as its sole remedy, shall either (x) cause Escrow Agent to
return to Purchaser the Deposit (including all interest thereon, if any) in the
manner provided in Section 4.05, whereupon this Agreement shall terminate and
neither party to this Agreement shall have any further rights or obligations
hereunder (other than any such rights or obligations that are expressly stated
in this Agreement to survive the termination thereof) and recover from Seller,
and Seller shall be obligated to pay to Purchaser, within 30 days of receiving
invoices therefor, an amount equal to Purchaser's reasonable third-party
out-of-pocket costs and expenses incurred in connection with the transaction
contemplated by this Agreement, but in no event in excess of $135,000, or (y)
bring an action against Seller to seek specific performance of Seller's
obligations hereunder without any abatement of the Purchase Price or allowance
of any kind and in which proceeding no monetary claim is made, or monetary
judgment or other relief obtained, against Seller.





(ii)           Purchaser's
sole remedy with respect to a violation of a representation by Seller contained
in Section 3.01 of this Agreement discovered by Purchaser prior to the Closing
shall be either (1) to cause Escrow Agent to return to Purchaser the Deposit
(including all interest thereon, if any) in the manner provided in Section 4.05,
whereupon this Agreement shall terminate and neither party to this Agreement
shall have any further rights or obligations hereunder (other than any such
rights or obligations that are expressly stated in this Agreement to survive the
termination thereof) and recover from Seller, and Seller shall be obligated to
pay to Purchaser, within 30 days of receiving invoices therefor, an amount equal
to Purchaser's reasonable third-party out-of-pocket costs and expenses incurred
in connection with the transaction contemplated by this Agreement, but in no
event in excess of $135,000, or (2) to close the transaction contemplated hereby
(without any abatement of the Purchase Price or allowance of any kind), in which
event Purchaser shall be deemed to have waived any violation of such
representation.





(iii)           With
respect to a violation of a representation by Seller contained in Section 3.01
discovered by Purchaser after the Closing, subject to the limitation of survival
of a representation set forth in Section 3.01 hereof, Purchaser shall be
entitled to commence an action to obtain actual damages against Seller;
provided, however, that Seller's liability hereunder shall in no event exceed an
amount equal to the Purchase Price actually received by Seller; provided,
further, however, in no event shall Purchaser have the right to collect any
consequential or indirect damages from Seller and Purchaser waives any and all
such rights. With respect to a violation of a representation by Purchaser
contained in Section 3.02 discovered by Seller after the Closing, subject to the
limitation of survival of a representation set forth in Section 3.02 hereof,
Seller shall be entitled to commence an action to obtain actual damages against
Purchaser; provided, however, that Purchaser's liability hereunder shall in no
event exceed an amount equal to the Purchase Price actually received by Seller;
provided, further,


however,
in no event shall Seller have the right to collect any consequential or indirect
damages from Purchaser and Seller waives any and all such rights.





(iv)           Anything
contained in this Agreement to the contrary notwithstanding, no recourse shall
be had for the payment of any sum due under this Agreement, or for any claim
based hereon or otherwise in respect hereof against any members, directors,
officers, employees, shareholders, policyholders, partners, affiliates,
trustees, administrators or agents of Seller or of any of the foregoing or the
legal representative, heir, estate, successor or assignee of any of the
foregoing or against any other person, partnership, corporation or trust, as
principal of Seller, whether disclosed or undisclosed (collectively, "Seller's
Parties").It is understood and
agreed by the parties that all of the obligations of Seller under or with
respect to this Agreement may not be enforced against Seller's Parties. Anything
contained in this Agreement to the contrary notwithstanding, no recourse shall
be had for the payment of any sum due under this Agreement, or for any claim
based hereon or otherwise in respect hereof against any members, directors,
officers, employees, shareholders, policyholders, partners, affiliates,
trustees, administrators or agents of Purchaser or of any of the foregoing or
the legal representative, heir, estate, successor or assignee of any of the
foregoing or against any other person, partnership, corporation or trust, as
principal of Purchaser, whether disclosed or undisclosed (collectively, "Purchaser's
Parties").It is understood and
agreed by the parties that all of the obligations of Purchaser under or with
respect to this Agreement may not be enforced against Purchaser's
Parties.





(d)           The
provisions of this Section 2.05 shall survive the Closing or termination of this
Agreement.





ARTICLE
III


Representations and
Warranties





3.01.           Seller
Representations and Warranties.Seller represents and
warrants to Purchaser that as of the date hereof:





(a)           (i)           Seller
is a limited liability company, duly organized, validly existing and in good
standing under the laws of its jurisdiction of formation.





(ii)           The
Penvest Trust is a trust, duly formed and, based solely on a good standing
certificate received from the Secretary of State of the State of Delaware,
validly existing and in good standing under the laws of the State of Delaware.
Based solely on certificates received from the Secretaries of State of the
applicable states, the Penvest Trust is qualified to do business and is in good
standing in the States of Ohio, Michigan, Arizona, Kentucky, California and West
Virginia. Copies of the recent good standing certificates received with respect
to the Penvest Trust have been delivered to Purchaser and Purchaser acknowledges
receipt of same.




(iii)           The
Louisiana Trust is a valid Louisiana trust.





(iv)           The
Nevada Partnership is a limited partnership, duly formed and, based solely on a
good standing certificate received from the Secretary of State of the State of
Delaware, validly existing and in good standing under the laws of the State of
Delaware. Based solely on the good standing certificate received from the
Secretary of State of the State of Nevada, the Nevada Partnership is qualified
to do business and is in good standing in the State of Nevada. The Nevada
Corporation has been duly formed and, based solely on a good standing
certificate received from the Secretary of State of the State of Delaware, is
validly existing and in good standing under the laws of the State of Delaware.
Based solely on the good standing certificate received from the Secretary of
State of the State of Nevada, the Nevada Corporation is qualified to do business
and is in good standing in the State of Nevada.





(b)           Seller
has all requisite power and authority to execute and deliver this Agreement and
all documents, certificates, agreements, instruments and writings it is required
to deliver hereunder (collectively, the "Seller
Closing Documents"),and to perform, carry
out and consummate the transactions contemplated hereby and thereby, including
the power and authority to sell, transfer and convey the Sale Assets to be sold
by it, provided Lender's Consent to such transactions has been obtained. The
execution, delivery and performance of this Agreement and the other Seller
Closing Documents have been duly authorized by all necessary action of the
managers of Seller, including any required approval of the members of Seller.
This Agreement does, and when executed by Seller, the other Seller Closing
Documents shall, constitute the legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency or similar laws and
by equitable principles. Neither the execution nor the delivery by Seller of
this Agreement or the Seller Closing Documents nor the consummation by Seller of
the transactions contemplated hereby shall (i) provided Lender's Consent has
been obtained, violate any provision of the Material Organizational Documents,
(ii) provided Lender's Consent has been obtained and that the representation
contained in Section 3.02(d) is true and correct, violate any provision of the
Property Material Agreements, or (iii) result in the creation of any lien or
other encumbrance upon the Sale Assets or the Properties or violate any law or
order to which the Sale Assets or the Penvest Trust, the Louisiana Trust or the
Nevada Partnership is subject. Except for (x) Lender's Consent, (y) filings with
the Secretaries of State of the States of Nevada and Delaware, and (z) notice to
the trustee of the Penvest Trust and the Louisiana Trust under their respective
trust agreements, no filings, approvals, authorization, consents, orders,
permits or qualifications with, of or from any third parties are required to be
made or obtained by Seller or the Penvest Trust, the Louisiana Trust or the
Nevada Partnership for the execution and delivery of this Agreement or the
Seller Closing Documents or the consummation by Seller of the transactions
contemplated hereby.





(c)           Seller
has neither received written notice of nor has actual knowledge of any action,
suit or proceeding before any court or governmental or other regulatory or
administrative agency, commission or tribunal pending or threatened against
Seller or the Sale Assets or any Property, which is not the responsibility of
Lessee under the Net Lease and which, if determined adversely to Seller would
reasonably be expected to interfere in any material respect with the ability of
Seller to perform its obligations under this Agreement or materially and
adversely affect the value of the Sale Assets. Seller has not received written
notice from a Governmental Authority asserting that any uncured violations of
law, regulations, ordinances or orders have occurred or are suspected to have
occurred affecting the Sale Assets or any Property or that an investigation has
been commenced with respect to any such violation, which in any case is not the
responsibility of Lessee under the Net Lease to cure.





(d)           Seller
has delivered to Purchaser true and complete copies of the Property Material
Agreements and, to the actual knowledge of Seller, the Property Material
Agreements are in full force and effect.





(e)           Except
as may be contained in the Net Lease and the Residual Value Policy, there are no
existing rights of first refusal to purchase or lease the Properties granted by
any of the Penvest Trust, the Louisiana Trust or the Nevada
Partnership.





(f)           None
of the Penvest Trust, the Louisiana Trust nor the Nevada Partnership have
entered into any leases for the Properties other than the Net
Lease.





(g)           None
of the Penvest Trust, the Louisiana Trust nor the Nevada Partnership have
received written notice of any uncured default from any of (i) Lessee under the
Net Lease; (ii) Guarantor under the Net Lease Guaranty, or (iii) Lender under
the Indenture.





Notwithstanding
the foregoing, the Penvest Trust has received or delivered the correspondence
described on Schedule
C hereto (copies of which have been provided to Purchaser and Purchaser
acknowledges receipt of same), and Purchaser acknowledges and agrees that such
correspondence do not constitute a breach of any representation made by Seller
in this Agreement.





(h)           Seller
has delivered to Purchaser true and complete copies of the Material
Organizational Documents and, to Seller's actual knowledge, the Material
Organizational Documents are in full force and effect. The Material
Organizational Documents have not been further amended. Provided Purchaser is
not in default under this Agreement, except with respect to the actions
contemplated by Section 2.03 (c), Seller shall not amend any of the Material
Organizational Documents from and after the date of this Agreement without
Purchaser's consent, which shall not be unreasonably withheld or
delayed.





(i)           The
Penvest Trust (i) owns 100% of the beneficial ownership in the Louisiana Trust,
(ii) owns a 99% limited partnership interest in the Nevada Partnership and (iii)
is the sole shareholder of the Nevada Corporation, which owns a 1% general
partnership interest in the Nevada Partnership.





(j) Seller owns the Sale Assets free
and clear of any lien, security interest or encumbrance thereon. There are no
rights, options or other agreements of any kind to purchase, acquire, receive or
issue any interest of Seller in and to the Sale Assets.





(k)           (i)           The
Louisiana Trust has legal title to the Property located in the state of
Louisiana, subject to the existing state of title to such Property.





(ii)           The
Nevada Partnership has legal title to the Property located in. the state
of Nevada, subject to the existing state of title to such Property.





(iii)           The
Penvest Trust has legal title to the other Properties, subject to the existing
state of title to such Properties.





(1)           None
of the Penvest Trust, the Louisiana Trust or the Nevada Partnership have
incurred any liabilities, indebtedness or obligations, except for (i) their
obligations under the Property Material Agreements, (ii) their obligations under
the Material Organizational Documents, (iii) obligations arising from or
relating to the ownership of their respective interests in any Property which
are the responsibility of Lessee to pay, perform or indemnify with respect to
under the Net Lease as long as it is in effect, (iv) their obligations arising
in the ordinary course of business relating to the maintenance of the status of
the Penvest Trust as a Delaware business trust, the Louisiana Trust as a
Louisiana trust, the Nevada Corporation as a Delaware corporation and the Nevada
Partnership as a Delaware limited partnership and the maintenance of their
qualifications to do business in such other jurisdictions where they have
qualified to do business, (v) obligations arising under any matter appearing of
record against any Property, (vi) customary unsecured trade debt which will not
exceed One Hundred and no/100 Dollars ($100.00) as of the Closing Date (other
than trustee fees), and (vii) Seller's obligation to pay trustee fees to
Wilmington Trust Company, William J. Wade or any successor trustee of the
Penvest Trust. In the case of the obligations described in clauses (i), (ii),
(iii) and (v), Seller has not received written notice from Lender or Lessee of
any uncured default with respect to such obligations. In the case of the
obligations described in clauses (iv), (vi) and (vii), Seller does not have
actual knowledge of any uncured default with respect to such obligations. None
of the Penvest Trust, the Louisiana Trust nor the Nevada Partnership owns any
assets, except (i) relating to the ownership of their respective interests in
any Property and the Penvest Trust's interests in the Louisiana Trust, the
Nevada Corporation and the Nevada Partnership, and (ii) bank accounts (including
the their rights to the Central Account (as such term is defined in the Central
Account Agreement)). Other than their respective interests in the Central
Account, no interests in bank accounts held by the Penvest Trust, the Louisiana
Trust, the Nevada Partnership or the Nevada Corporation will be retained by the
Penvest Trust, the Louisiana Trust, the Nevada Partnership or the Nevada
Corporation, as the case may be, after the Closing or will be transferred to
Purchaser in connection with this transaction.





(m)           Seller
has not filed any election to treat either the Penvest Trust or the Louisiana
Trust as a corporation for federal or state income tax purposes. Provided
Purchaser is not in default under this Agreement, Seller shall not file or
permit to be filed any such election without Purchaser's consent. The federal
and state income tax returns filed for the Penvest Trust state that the Penvest
Trust is a "grantor trust". No income tax return was filed for the Louisiana
Trust; the information that Seller would have included in such an income tax
return had one been filed was included in the appropriate returns for the
Penvest Trust.





(n)           
None of the Penvest Trust, the Louisiana Trust or the Nevada Partnership have
any employees nor have they maintained any employee benefit plan, collective
bargaining agreement, severance agreement or other similar arrangement. None of
such entities have ever had any obligation to any employee benefit plan or in
any way been party to or legally bound by any employee benefit plan, and there
are no negotiations, demands or proposals involving such entities that are
pending or that have been made which concerned matters that would be covered by
such employment benefit plans.





(o)           The
business records that the Penvest Trust possesses for the day to day operations
of the Properties are maintained at the New York office of U.S. Realty Advisors,
LLC, and not at the office of Seller.





For purposes of this Section 3.01 and
Section 4.04(d), references to "Seller's actual knowledge" or words of similar
import shall mean the actual knowledge of Jack Genende, David M. Ledy, and
Jonathan M. Molin, all of whom are senior officers with responsibility for the
Sale Assets of U.S. Realty Advisors, LLC, the Managing Member of Seller
(collectively, the "Designated
Parties"),and shall not be
construed, by imputation or otherwise, to impose upon the Designated Parties any
duty to investigate the matter to which it has actual knowledge. Purchaser
acknowledges that the Designated Parties are Seller's Parties (as defined in
Section 2.05 (c) (iv) hereof) and shall have no personal liability hereunder.
For purposes of this Section 3.01 and Sections 4.04(c) and (d), references to
"written notice to Seller, Penvest Trust, the Louisiana Trust or the Nevada
Partnership" or words of similar import shall mean written notice to Seller,
Penvest Trust, the Louisiana Trust or the Nevada Partnership, as the case may
be, received by U.S. Realty Advisors, LLC, 1370 Avenue of the Americas, New
York, New York 10019 and received subsequent to the date of this
Agreement.





Seller shall not willfully take any
action (except for action that is required by the Property Material Agreements,
as reasonably determined by Seller in its sole and absolute discretion (provided
that Seller shall promptly give Purchaser notice of any such action, which
notice may be given after such action has been taken), or as to which Purchaser
shall have given its prior written consent, which shall not be unreasonably
withheld or delayed, or action that is contemplated by the provisions of Section
2.03(c)) that would cause the representations and warranties in this Section
3.01 to be untrue in any material and adverse respect as of the Closing
Date.





With respect to a violation of a
representation or warranty of Seller (whether contained in this Agreement or
made pursuant hereto) discovered by Purchaser after the Closing, such
representations and warranties of Seller shall survive the Closing for a period
of one (1) year, subject to the terms of Section 2.05(c) (ii), and Purchaser's
remedies in connection with the breach thereof shall expire upon the first
anniversary of the Closing; provided, however, that such one year period shall
be deemed tolled for a violation if a claim has been made in writing by
Purchaser to Seller with respect to such violation within such one year period
and a lawsuit for such claim has been filed within 60 days after such one year
period.





3.02.           Purchaser
Representations and Warranties.Purchaser represents and
warrants to Seller that as of the date hereof:





(a)           Purchaser
is a limited liability company duly organized, validly existing and in good
standing under the laws of its jurisdiction of formation.





(b)           Purchaser
has all requisite power and authority to execute and deliver this Agreement and
all documents, certificates, agreements, instruments and writings it is required
to deliver hereunder, if any (collectively, the "Purchaser
Closing Documents"),and to perform, carry
out and consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance of this Agreement and the other Purchaser
Closing Documents have been duly authorized by all necessary corporate action on
the part of Purchaser. This Agreement does, and when executed by Purchaser, the
other Purchaser Closing Documents shall, constitute the legal, valid and binding
obligations of Purchaser enforceable against Purchaser in accordance with their
respective terms, except as such enforceability may be limited by bankruptcy,
insolvency or similar laws and by equitable principles. Neither the execution
nor the delivery by Purchaser of this Agreement or the Purchaser Closing
Documents nor the consummation of the transactions contemplated hereby shall
violate any provision of Purchaser's organizational documents. Except for
Lender's Consent, no filings, approvals, authorization, consents, orders,
permits or qualifications with, of or from any third parties are required to be
made or obtained by Purchaser for the execution and delivery of this Agreement,
the Purchaser Closing Documents or the consummation of the transactions
contemplated hereby.





(c)           There
is no action, suit or proceeding before any court or governmental or other
regulatory or administrative agency, commission or tribunal pending or, to the
best knowledge of Purchaser, threatened against Purchaser which, if deteitnined
adversely to Purchaser, could reasonably be expected to interfere in any
material respect with the ability of Purchaser to perform its obligations under
this Agreement.





(d)           Purchaser
is not actively engaged in the management, operation and/or franchising of
thirty (30) or more limited service budget motels.





With respect to a violation of a
representation or warranty of Purchaser (whether contained in this Agreement or
made pursuant hereto) discovered by Seller after the Closing, such
representations and warranties of Purchaser shall survive the Closing for a
period of one (1) year, subject to the terms of Section 2.05(c), and Seller's
remedies in connection with the breach thereof shall expire upon the first
anniversary of the Closing; provided, however, that such one year period shall
be deemed tolled for a violation if a claim has been made in writing by
Purchaser to Seller with respect to such violation within such one year period
and a lawsuit for such claim has been filed within 60 days after such one year
period.







3.03           
Tax
Matters.





(a)           Seller
shall indemnify and hold harmless Purchaser, from and against any and all_
Federal, state or local income taxes (including interest and penalties
applicable thereto) payable by the Penvest Trust, the Louisiana Trust, the
Nevada Partnership or the Nevada Corporation for periods prior to the Closing
Date, provided that: (i) Purchaser shall promptly notify Seller in writing as
soon as it becomes aware of any matter that may require indemnification under
this Section 3.03, including, without, limitation, the commencement of an audit
or legal proceeding, and shall promptly provide Seller with copies of any
documents received by Purchaser in connection therewith; (ii) Seller shall have
the right, at its sole expense, to defend, compromise and settle any and all
claims covered by this indemnification and to control all communications with
any taxing authority; (iii) Purchaser shall neither make nor permit to be made
any income tax filings with respect to the Nevada Corporation or the Nevada
Partnership or, for periods prior to the Closing Date, the Penvest Trust or the
Louisiana Trust, and shall refer all inquiries with respect thereto to Seller,
and (iv) Purchaser shall reasonably cooperate with Seller, at no out-of-pocket
cost to Purchaser, in its investigation, defense or settlement of any such
claim. Seller's obligations under this Section 3.03 shall survive the Closing
for a period coterminous with the applicable statute of limitations for such
income taxes.





(b) Seller shall be responsible for any
income tax returns that are required to be filed by the Penvest Trust or the
Louisiana Trust for periods prior to Closing and Purchaser shall be responsible
for any income tax returns that are required to be filed by the Penvest Trust or
the Louisiana Trust for periods from and after Closing.





ARTICLE
IV


Conditions





4.01.           The
obligation of Seller under this Agreement to consummate the transactions
contemplated hereby shall be subject to the satisfaction of all the following
conditions, any one or more of which may be waived in writing by
Seller:





(a)           Seller
shall have received payment of the Purchase Price in accordance with Section
2.02 of this Agreement.





(b)           The
representations and warranties of Purchaser set forth in Section 3.02 of this
Agreement shall be true and correct in all material respects.





(c)           Purchaser
shall have delivered all of the documents and other items described in Section
5.01.





(d)           Lender's
Consent shall have been obtained. Purchaser acknowledges that obtaining Lender's
Consent will require Purchaser's cooperation. In connection therewith, Purchaser
shall, at its sole cost and expense (except, with respect to clause (iv) of this
Section, as otherwise provided in Section 2.04 hereof), and shall cause its
affiliates and employees to promptly, (i) provide such information, (ii) execute
and deliver such certificates, instruments and agreements, (iii) deliver
acceptable legal opinions, addressed to Lender and the Rating Agencies (as
defined in the Indenture), including, without limitation, a substantive
non-consolidation opinion, and (iv) take such other actions as are required by
the Indenture and any other loan documents in connection with the transaction
contemplated by this Agreement and such other actions as may be reasonably
requested by Seller, Lender and/or the Ratings Agencies (including any of the
foregoing actions as may be requested by Seller as may be necessary to satisfy
the requirements in the Indenture).





4.02.                      The
obligation of Purchaser under this Agreement to consummate the transactions
contemplated hereby shall be subject to the satisfaction of all of the following
conditions, any one or more of which may be waived in writing by
Purchaser:





(a)           Seller
shall have delivered all of the documents and other items described in Section
5.02.





(b)           The
representations and warranties of Seller set forth in Section 3.01 above shall
be true and correct in all material respects, except for any matters that are
Lessee's responsibility under the Net Lease.





(c)           Lender's
Consent shall have been obtained by Seller.





4.03.           Remedy
Upon Failure of Condition.In the event any of the
conditions to Seller's or Purchaser's obligations to consummate the transactions
contemplated by this Agreement set forth in this Article IV are not satisfied on
or before the Closing Date (other than by reason of any default by Seller or
Purchaser under this Agreement), then the sole remedy of Purchaser or Seller
shall be to terminate this Agreement upon the giving of written notice to the
other party whereupon this Agreement shall be terminated (other than the
parties' obligation to pay Lender's expenses as and to the extent provided under
Section 2.04 and 2.05(a), as applicable) and Purchaser shall be entitled to
receive the Deposit (together with any interest earned thereon) less any portion
thereof required to satisfy such obligations of Purchaser not theretofore
satisfied, and thereafter neither Seller nor Purchaser shall have any further
obligations hereunder other than any obligations expressly stated to survive the
termination or expiration of this Agreement.





4.04.           "As Is"
Sale/Title.





(a)           Purchaser
acknowledges that, prior to the execution of this Agreement, Purchaser had the
opportunity to conduct such due diligence investigation of the physical and
environmental condition of the Properties and such other matters as may affect
the Properties or the Sale Assets as Purchaser deemed appropriate, including
without limitation title to the Properties. Seller makes no representation or
warranties with respect to any matter whatsoever, including, without limitation,
the Sale Assets or the physical aspects and condition of the Properties, except
as expressly set forth herein. Purchaser shall accept the Sale Assets in their
"as is" condition and the Properties in their "as is" condition and in an "as
is" state of repair, except for the representations with respect thereto
expressly set forth herein. Purchaser agrees that, except as expressly set forth
herein, Seller shall not be bound in any manner whatsoever by any guarantees,
promises, projections, operating expenses, set-ups or other information
pertaining to the Sale Assets and Properties made, furnished or claimed to have
been made or furnished by Seller or any other person or entity, or any partner,
employee, consultant, agent, attorney or other person representing or purporting
to represent Seller whether verbally or in writing. Purchaser acknowledges that
neither Seller nor any of the employees, agents or attorneys of Seller have made
and do not make any verbal or written representations or warranties whatsoever
to Purchaser, whether express or implied, except as expressly set forth in this
Agreement or in a certificate delivered pursuant to Section 5.02(c) updating the
representations and warranties expressly set forth in this Agreement, and, in
particular, that no such representations and warranties have been made with
respect to the physical or environmental condition or operation of the
Properties, the actual or projected revenue and expenses of the Properties, or
the zoning and other laws, regulations and rules applicable to the Properties.
Purchaser has not relied and is not relying upon any representations or
warranties other than the representations and warranties expressly set forth in
this Agreement, or upon any statements made in any informational materials with
respect to the Sale Assets or the Properties provided by Seller or any other
person or entity, or any shareholder, employee, consultant, agent, attorney or
other person representing or purporting to represent Seller.





(b)           Purchaser
has received a copy of the existing title insurance policies for the Properties
(the "Title
Policies")issued by Chicago Title
Insurance Company (the "Title
Insurer")and a copy of the
existing survey. At the Closing, Purchaser shall accept title to the Properties
with all exceptions to title shown on the Title Policies. If any update of the
Title Policies sets forth any exceptions to title which arise after the date of
this Agreement and prior to the Closing and will be prior to the Penvest
Trust's, the Louisiana Trust's or the Nevada Partnership's interest in the
Properties which are not reflected in the Title Policies (other than liens for
real estate taxes and other liens and encumbrances which under the terms of the
Net Lease the Lessee is obligated to pay, perform or release or to have paid,
performed or released and other than any exception to title that is placed of
record in accordance with the terms of any Property Material Agreement),
Purchaser shall have the right to terminate this Agreement by giving notice to
Seller of such election to terminate this Agreement within five business days of
Purchaser receiving such title update, time being of the essence with respect to
such date. If Purchaser gives such notice to terminate this Agreement in
accordance with the foregoing, this Agreement shall be terminated (other than
the parties' obligation to pay Lender's expenses under Section 2.04 or 2.05(a),
as applicable) and Purchaser shall be entitled to receive the Deposit (together
with any interest earned thereon) less any portion thereof required to satisfy
such obligations of Purchaser not theretofore satisfied, and thereafter neither
Seller nor Purchaser shall have any further obligations hereunder other than any
obligations expressly stated to survive the termination or expiration of this
Agreement. If Purchaser shall not terminate this Agreement in accordance with
this Section, Purchaser's right to do so shall be irrevocably waived and
Purchaser shall not have the right to object to such additional exceptions shown
in such title updates. If Purchaser elects to obtain new owner's title insurance
policies, Purchaser shall be responsible for ordering and paying for such
policies and for any endorsements Purchaser shall not have the right to object
to any matters which are in the Title Policies or in the existing surveys or any
other matters described above as not giving rise to a right to terminate this
Agreement.





(c)           In
the event that Seller receives written notice that a "significant portion" of
any two or more Properties is or will be taken by eminent domain, Seller shall
notify Purchaser of such fact and Purchaser may elect to terminate this
Agreement by written notice to Seller within ten (10) days after Purchaser is
notified that a "significant portion" of any two or more Properties has been or
will be taken by eminent domain (time being of the essence with regard to
Purchaser's obligation to deliver notice on or before such date), in which case
Purchaser shall cause Escrow Agent to return to Purchaser the Deposit (less such
portion thereof as shall be necessary to satisfy the obligations of Purchaser to
pay the costs and expenses contemplated under Section 2.04(b)(iii) or 2.05(a),
as applicable, to the extent not theretofore satisfied), whereupon this
Agreement shall terminate and the parties to this Agreement shall have no
further rights or obligations hereunder (other than any such rights or
obligations that are expressly stated in this Agreement to survive the
termination thereof). If Purchaser has not elected to terminate this Agreement
in accordance with this paragraph, then this Agreement shall remain in full
force and effect, the parties shall proceed to close the transaction
contemplated hereby in accordance herewith, and there shall be no reduction in
the Purchase Price. For purposes of this Section 4.04 (c), a "significant
portion" of any Property shall be deemed to be any portion of any Property which
when subject to a condemnation proceeding gives rise to the right of the Lessee
under the Net Lease to terminate such Net Lease relative to such Property. In
the event that the Closing takes place and one or more Properties are taken by
eminent domain, Purchaser shall be entitled to the rights of the Penvest Trust,
the Louisiana Trust or the Nevada Partnership, as the case may be, set forth in
the Net Lease and the Indenture (including, without limitation, the rights, if
any, to condemnation proceeds with respect to such condemnation).





(d)           In
the event that Seller has actual knowledge or receives written notice that a
"substantial portion" of any two or more Properties are damaged or destroyed by
casualty, Seller shall notify Purchaser of such fact and Purchaser may elect to
terminate this Agreement by written notice to Seller within ten (10) days after
Purchaser is notified that a "substantial portion" of any two or more Properties
have been damaged or destroyed by casualty (time being of the essence with
regard to Purchaser's obligation to deliver notice on or before such date), in
which case it shall cause Escrow Agent to return to Purchaser the Deposit (less
such portion thereof as shall be necessary to satisfy the obligations of
Purchaser to pay the costs and expenses contemplated under Section 2.04(b)(iii)
or 2.05(a), as applicable, to the extent not theretofore satisfied), whereupon
this Agreement shall terminate and the parties to this Agreement shall have no
further rights or obligations hereunder (other than any such rights or
obligations that are expressly stated in this Agreement to survive the
termination thereof). If Purchaser has not elected to terminate this Agreement
in accordance with this paragraph, then this Agreement shall remain in full
force and effect, the parties shall proceed to close the transaction
contemplated hereby in accordance herewith, and there shall be no reduction in
the Purchase Price. For purposes of this Section 4.04 (d), a "substantial
portion" of any Property shall be deemed to be any portion of any Property which
when subject to a casualty gives rise to the right of the Lessee under the Net
Lease to terminate such Net Lease relative to such Property. In the event that
the Closing takes place and a Property is damaged or destroyed by casualty,
Purchaser shall be entitled to the rights of the Penvest Trust, the Louisiana
Trust or the Nevada Partnership, as the case may be, set forth in the Net Lease
and the Indenture (including, without limitation, the rights, if any, to
insurance proceeds with respect to such casualty).





(e)           Seller
shall give Purchaser, Purchaser's counsel, accountants and other representatives
access, during normal business hours and upon reasonable prior notice during the
period prior to the Closing Date, to the contracts and other documents and
written correspondence (but not e-mail communication that has not been printed)
relating to the Penvest Trust, the Louisiana Trust, the Nevada Partnership and
the Properties that are maintained at the New York office of U. S. Realty
Advisors, LLC and that Seller, in its sole judgment, does not consider
confidential or proprietary. Without limiting the generality of the foregoing,
the financial books and records and income tax returns of the Penvest Trust, the
Louisiana Trust and the Nevada Partnership and any appraisals of the Properties
in the possession of U.S. Realty Advisors, LLC, the Penvest Trust, the Louisiana
Trust and the Nevada Partnership are considered proprietary. Seller shall
provide to Purchaser photocopies of such non-confidential and non-proprietary
documents and correspondence as Purchaser shall reasonably request at the time
of its inspection.





4.05.           Escrow
Provision.





(a)           The
Deposit has been delivered by Purchaser to Escrow Agent as provided above. The
parties agree that the Deposit shall be held by Escrow Agent in escrow and
disposed of only in accordance with the provisions of this Section 4.05. Escrow
Agent shall have the right to hold the Deposit in escrow in the event of any
contested claims by either party relating to the Deposit. The Deposit (including
any interest thereon) shall be paid over to the party entitled to receive the
Deposit in accordance with this Section 4.05.





(b)           Escrow
Agent will deliver the Deposit to Seller or Purchaser upon the following
conditions:


(i)           At
the Closing, upon the consummation thereof, Escrow Agent shall deliver the
Deposit, including any interest earned thereon, to Seller; or





(ii)           Escrow
Agent shall deliver the Deposit (including any interest earned thereon) or a
portion thereof to Seller and/or Purchaser, as the case may be, upon receipt of
written demand therefor, stating that this Agreement is being terminated upon
the disbursement of the Deposit in accordance with the terms hereof or that the
Closing has not taken place under this Agreement by reason of the failure of any
party to comply with its obligations hereunder and therefore the other party is
entitled to the Deposit (including any interest earned thereon) or a portion
thereof, and in such event, Escrow Agent shall deliver the Deposit (including
any interest earned thereon) or a portion thereof to Seller and/or Purchaser, as
the case may be; provided, however, that Escrow Agent shall not honor such
demand until more than ten (10) days after Escrow Agent has given a copy of such
demand to the other party, nor thereafter if Escrow Agent shall have received
written notice of objection from such other party in accordance with the
provisions of Section 4.05(c).





(c)           Upon
the filing of a written demand for the Deposit by Purchaser or Seller, pursuant
to subsection (ii) of Section 4.05(b), Escrow Agent shall promptly give a copy
thereof to the other party. The other party shall have the right to object to
such delivery by filing written notice of such objection with Escrow Agent at
any time within ten (10) days after the giving of such copy to it, but not
thereafter. Such notice shall set forth the basis for objecting to such delivery
of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly give a
copy thereof to the party who filed the written demand. Any notice or copy
thereof given pursuant to this paragraph shall be given in a manner permitted by
Section 6.01 of this Agreement.





(d)           In
the event Escrow Agent shall have received the notice of objection provided for
in Section 4.05(c) within the time therein prescribed, Escrow Agent shall
continue to hold the Deposit until (i) Escrow Agent receives written notice
executed on behalf of both Seller and Purchaser directing the disbursement or
delivery thereof, in which case Escrow Agent shall then disburse or deliver in
accordance with said direction, or (ii) in the event of litigation between
Seller and Purchaser, Escrow Agent shall deposit the Deposit with the Clerk of
the Court in which said litigation is pending or (iii) Escrow Agent takes such
affirmative steps as Escrow Agent may, at Escrow Agent's option, elect in order
to terminate Escrow Agent's duties as Escrow Agent, including but not limited to
deposit in Court and an action in interpleader, the costs thereof to be borne by
whichever of Seller or Purchaser is the losing party. In the event any dispute
arises between Seller and Purchaser, the parties agree and Purchaser consents
that Escrow Agent may act as counsel for Seller.





(e)           Escrow
Agent may act upon any instrument or other writing believed by it, in good
faith, to be genuine and to be signed and presented by the proper person, and
shall not be liable in connection with the performance of any duties imposed
upon Escrow Agent by the provisions of this Agreement except for Escrow Agent's
own willful default or gross negligence. Escrow Agent shall have no duties or
responsibilities except those set forth herein. Escrow Agent shall not be bound
by any modification of this Agreement unless the same is in writing and signed
by Purchaser and Seller, and, if Escrow Agent's duties hereunder are affected,
unless Escrow Agent shall have given prior written consent thereto. In the event
Escrow Agent shall be uncertain as to Escrow Agent's duties or rights hereunder,
or shall receive instructions from Purchaser or Seller which, in Escrow Agent's
opinion, are in conflict with any of the provisions hereof, Escrow Agent shall
be entitled to hold and disburse the Deposit pursuant to Section 4.05(d) and may
decline to take any other action.





(f)           Escrow
Agent shall use the Deposit to purchase U.S. Treasury Notes or Bills or deposit
the Deposit in a money market account or other interest bearing account at
Citibank, N.A. or other bank acceptable to the parties.





(g)           Seller
and Purchaser hereby agree to jointly and severally indemnify and hold Escrow
Agent harmless from any damage, cost, liability or expense (including, but not
limited to, reasonable legal fees, which may include an amount equal to Escrow
Agent's standard charges to third parties if Escrow Agent elects to act as its
own counsel) which Escrow Agent may incur by reason of its acting hereunder,
without prejudice to any right either party may have to recover from the other
party for any such damage, cost, liability or expense and excluding any damages,
costs, liabilities or expenses which arise by reason of the gross negligence or
willful misconduct of Escrow Agent.





ARTICLEV


Closing
Deliveries





5.01           Purchaser's
Closing Deliveries.At or prior to the
Closing, Purchaser shall make or cause to be made the following
deliveries:





(a)           Purchaser
shall have executed and delivered to Seller the Assignment.





(b)           Purchaser
shall have delivered to Seller evidence as to the authority of the person or
persons executing documents on behalf of Purchaser.





(c) Purchaser shall have delivered to
Seller a certificate of Purchaser executed by an officer of Purchaser, dated the
Closing Date, stating that the representations and warranties of Purchaser are
true and correct as of the Closing Date in all material respects.





5.02           Seller's
Closing Deliveries.At or prior to the
Closing, Seller shall make or cause to be made the following
deliveries:





(a)           Seller
shall have executed and delivered to Purchaser the Assignment.





(b) Seller shall have executed
and delivered to Purchaser a certificate of "non-foreign person" status that
meets the requirements of Section 1445 of the Internal Revenue Code of 1986, as
amended.





(c)           Seller
shall have delivered to Purchaser a certificate of Seller executed by an
authorized person, dated the Closing Date, stating that the representations and
warranties of Seller are true and correct as of the Closing Date in all material
respects, except for such representations and warranties set forth in Section
3.01 (a)(iv), 3.01(h), 3.01(i) and 3.01 (k)(ii) that are no longer true and
correct as a result of the liquidation of the Nevada Corporation and the Nevada
Partnership as contemplated by Section 2.03(c) and except for matters that
Seller shall specify that are Lessee's responsibility under the Net Lease;
provided, however, that the inability of Seller to deliver such certificate as a
result of a change in facts and circumstances which did not result from a breach
by Seller of its obligations under the penultimate paragraph of Section 3.01
shall not constitute a default of Seller or refusal by Seller to perform its
obligations in accordance with this Agreement but instead shall constitute a
failure to satisfy a condition pursuant to Section 4.03 hereof.





(d)           Seller
shall have delivered to Purchaser the original or certified copies of the
Material Organizational Documents.





(e)           Seller
shall have delivered to Purchaser the original or certified copies of the
Property Material Documents.





(f)           Seller
shall have delivered to Purchaser evidence as to the authority of the person or
persons executing the Seller Closing Documents on behalf of Seller and Seller
shall have previously delivered to Purchaser pursuant to Section 3.01(a)(ii)
evidence of good standing of the Penvest Trust in its jurisdiction of formation
and such other jurisdictions where it has qualified to do business.





(g)           Seller
shall have delivered to Purchaser separate estoppel certificates executed by (i)
Lessee substantially in the form attached on Schedule
Dhereto,
and (ii) Guarantor substantially in the form attached on Schedule
Ehereto;
provided, however, that a failure to deliver any such estoppel certificate to
Purchaser shall not constitute a default by Seller or refusal by Seller to
perform its obligations in accordance with this Agreement but instead shall
constitute a failure to satisfy a condition pursuant to Section 4.03
hereof.





(h)           Seller
shall have delivered Lender's Consent to the transfer of the Sale Assets;
provided, however, that a failure to deliver such consent shall not constitute a
default by Seller or a refusal by Seller to perform its obligations in
accordance with this Agreement but instead shall constitute a failure to satisfy
a condition pursuant to Section 4.03 hereof.





(i)           Seller
shall deliver to Corporation Services Company a notice with respect to the
transfer of the Sale Assets.





(j) Seller shall deliver to the trustee
of the Penvest Trust and the Louisiana Trust notice of the transfer of the Sale
Assets as required by the respective trust agreements of the Penvest Trust and
the Louisiana Trust.





ARTICLEVI


Miscellaneous





6.01.           Notices.All notices, requests
and other communications hereunder must be in writing and will be deemed to have
been duly given only if delivered personally, by overnight courier, or by
facsimile transmission to the parties at the following addresses or facsimile
numbers:





If to Seller, to:





USRA Leveraged Net Lease,
LLC


c/o U.S. Realty Advisors,
LLC


1370 Avenue of the
Americas


New York, New York
10019


Facsimile No.: (212)
581-4950


Attn: Mr. David M. Ledy





with a copy, which shall not constitute
notice, to:





Proskauer Rose LLP


1585 Broadway


New York, New York 10036


Facsimile No.: (212)
969-2900


Attn: Wendy J. Schriber,
Esq.





If to Purchaser, to:





Motel Assets Holdings LLC


5847 San Felipe, Suite
2600


Houston, Texas 77057


Facsimile No.: (713)
267-3709


Attn: J. Richard
Rosenberg





with a copy, which shall not constitute
notice, to:





Motel Assets Holdings LLC


5847 San Felipe, Suite
2600


Houston, Texas 77057


Facsimile No.: (713)
267-3702


Attn: Erik A. Eriksson,
Esq.





All such
notices, requests and other communications will (i) if delivered personally or
by overnight courier to the address as provided in this Section, be deemed given
upon delivery, and (ii) if delivered by facsimile transmission to the facsimile
number as provided in this Section, be deemed given upon receipt. Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other party hereto.





6.02.           Broker.(a) Seller represents
and warrants that neither Seller nor any of its affiliates or any of their
respective directors, officers, partners, managers or members have dealt with
anyone acting as broker, finder, financial advisor or in any similar capacity in
connection with this Agreement or any of the transactions contemplated hereby.
Seller shall indemnify, defend and hold harmless Purchaser from any and all
claims, actions, liabilities, losses, damages and expenses, including reasonable
attorneys' fees and disbursements, which may be asserted against or incurred by
Purchaser arising from a breach of Seller's representation contained in this
Section 6.02(a).





(b)           Purchaser
represents and warrants that neither Purchaser nor any of its affiliates or any
of their respective directors, officers, partners, managers or members have
dealt with anyone acting as broker, finder, financial advisor or in any similar
capacity in connection with this Agreement or any of the transactions
contemplated hereby. Purchaser shall indemnify, defend and hold harmless Seller
from any and all claims, actions, liabilities, losses, damages and expenses,
including reasonable attorneys' fees and disbursements, which may be asserted
against or incurred by Seller arising from a breach of Purchaser's
representation contained in this Section 6.02(b).





6.03.           Entire
Agreement.This Agreement,
including all schedules and exhibits hereto, the Seller Closing Documents, the
Purchaser Closing Documents and the Right of Access Agreement supersede all
prior discussions and agreements between the parties with respect to the subject
matter hereof and thereof, and contain the sole and entire agreement between the
parties hereto with respect to the subject matter hereof and
thereof.





6.04.           Waiver.Any term or condition of
this Agreement may be waived at any time by the party that is entitled to the
benefit thereof, but no such waiver shall be effective unless set forth in
written instrument duly executed by or on behalf of the party waiving such term
or condition. No waiver by any party of any term or condition of this Agreement,
in any one or more instances, shall be deemed to be or construed as a waiver of
the same or any other term or condition of this Agreement on any future
occasion. All remedies, either under this Agreement or by applicable law or
otherwise afforded, will be cumulative and not alternative.





6.05.           Modification.This Agreement may be
amended, supplemented or modified only by a written instrument duly executed by
or on behalf of each party hereto.





6.06.Successors
and Assigns.The terms and provisions
of this Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the intention of
the parties to confer third-party beneficiary rights upon any other person.
Subject to the terms of this Section, this Agreement is binding upon, inures to
the benefit of and is enforceable by the parties hereto and their respective
successors and assigns. Neither this Agreement nor any right, interest or
obligation hereunder may be assigned by Purchaser, except to an affiliate of
Purchaser controlled by Purchaser, provided such assignee agrees to assume,
pursuant to an instrument acceptable to Seller, the obligations of Purchaser
hereunder. No such assignment shall relieve the purchaser named herein of its
obligations under this Agreement and, subsequent to any such assignment the
liability of such named purchaser hereunder shall continue notwithstanding any
subsequent modification or amendment hereof or the release of any subsequent
purchaser hereunder from liability, to all of which Purchaser consents in
advance.





6.07.           Interpretation.If any provision of this
Agreement is held to be illegal, invalid or unenforceable under any present or
future law, and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, (c) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the illegal, valid
or unenforceable provision or by its severance herefrom and (d) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be
possible.





6.08.           Governing
Law.This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to a contract executed and performed in such State,
without giving effect to the conflicts of laws principles thereof.





6.09.           Counterparts.This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.





[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]








IN WITNESS WHEREOF,Seller and
Purchaser have executed and delivered this Agreement as of the day and year
first above written.








SELLER:





USRA LEVERAGED NET LEASE,
LLC





By: U.S. Realty Advisors, LLC,
Managing Member











By:
            /s/   David
      M. Ledy


Name:  David
M. Ledy


Title:  Executive Vice
President













PURCHASER:
 
 MOTEL ASSETS HOLDINGS LLC
 
 
 
 By:
              /s/   J.
      Richard Rosenberg
 J. Richard
Rosenberg
 Vice President and Chief Executive Officer











The
undersigned hereby joins in this Agreement for the purpose of acknowledging
receipt of the Deposit and agreeing to hold the Deposit in escrow in accordance
with the provisions of Section 4.05 hereof:





PROSKAUER
ROSE LLP











By:
            s/   Wendy
      J. Schriber


Name:  Wendy J. Schriber


Partner