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                                                                    Exhibit 10.2

Loan No. ____

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                        EQI [________] PARTNERSHIP, L.P.
                                   (MORTGAGOR)

                                       TO

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                   (MORTGAGEE)

                                   ----------

                FORM OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

                                   ----------

                        DATED AS OF NOVEMBER _____, 2005

                         PROPERTY LOCATION: ___________

               DOCUMENT PREPARED BY AND WHEN RECORDED, RETURN TO:

                                ANDREWS KURTH LLP
                          1717 MAIN STREET, SUITE 3700
                               DALLAS, TEXAS 75201
                      ATTENTION: CHARLES T. MARSHALL, ESQ.

================================================================================

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                    MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

     This Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing (this "MORTGAGE") is executed as of November _______, 2005, by
EQI [________] PARTNERSHIP, L.P., a Tennessee limited partnership, whose
organization number is _______ ("MORTGAGOR"), whose address for notice hereunder
is c/o Equity Inns, Inc., 7700 Wolf River Blvd., Germantown, Tennessee 38138,
for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("MORTGAGEE"), whose address for notice is c/o GEMSA Loan Services, L.P., 1500
City West Blvd., Suite 200, Houston, Texas 77042-2300, Attention: Portfolio
Manager/Access Program.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS. As used herein, the following terms shall have the
following meanings:

     "INDEBTEDNESS": The sum of all principal, interest and all other amounts
due under or secured by the Loan Documents.

     "LOAN": The Loan made to the Mortgagor by the Mortgagee as evidenced and
secured by the Loan Documents.

     "LOAN DOCUMENTS": The (a) Loan Agreement of even date between Mortgagor and
Mortgagee (the "LOAN AGREEMENT"), (b) Promissory Note of even date, executed by
Mortgagor, payable to the order of Mortgagee, in the stated principal amount of
$_____________, (c) this Mortgage, (d) all other documents now or hereafter
executed by Mortgagor, or any other person or entity, to evidence, secure or
guaranty the payment of all or any portion of the Indebtedness or the
performance of all or any portion of the Obligations or otherwise executed in
connection with the Note or this Mortgage, and (e) all modifications,
restatements, extensions, renewals and replacements of the foregoing; provided
however, in no event shall the term "Loan Documents" include that certain
Hazardous Materials Indemnity Agreement dated the date hereof in favor of
Mortgagee.

"MORTGAGED PROPERTY": (a) the real property described in EXHIBIT A, together
with any greater estate therein as hereafter may be acquired by Mortgagor (the
"LAND"), (b) all buildings, structures and other improvements, now or at any
time situated, placed or constructed upon the Land (the "IMPROVEMENTS"), (c) all
materials, supplies, equipment, apparatus and other items of personal property
now owned or hereafter acquired by Mortgagor and now or hereafter attached to,
installed in or used in connection with any of the Improvements or the Land, and
water, gas, electrical, storm and sanitary sewer facilities and all other
utilities whether or not situated in easements (the "FIXTURES"), (d) all right,
title and interest of Mortgagor in and to all goods, accounts, general
intangibles, investment property, instruments, letters of credit,
letter-of-credit rights, deposit accounts, documents, chattel paper and all
other personal property of any kind or


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character, including such items of personal property as presently or hereafter
defined in the UCC, now owned or hereafter acquired by Mortgagor and now or
hereafter affixed to, placed upon, used in connection with, arising from or
otherwise related to the Land and Improvements or which may be used in or
relating to the planning, development, financing or operation of the Mortgaged
Property, including, without limitation, furniture, furnishings, inventory and
articles of personal property and accessions thereof and renewals, replacements
thereof and substitutions therefor, if any (including, but not limited to, beds,
bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables,
rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens,
paintings, hangings, pictures, divans, couches, luggage carts, luggage racks,
stools, sofas, chinaware, linens, pillows, blankets, glassware, foodcarts,
cookware, dry cleaning facilities, dining room wagons, keys or other entry
systems, bars, bar fixtures, liquor and other drink dispensers, icemakers,
radios, television sets, cable t.v. equipment, intercom and paging equipment,
electric and electronic equipment, dictating equipment, private telephone
systems, medical equipment, potted plants, heating, lighting and plumbing
fixtures, fire prevention and extinguishing apparatus, cooling and
air-conditioning systems, elevators, escalators, fittings, plants, apparatus,
stoves, ranges, refrigerators, cutlery and dishes, laundry machines, tools,
machinery, engines, dynamos, motors, boilers, incinerators, switchboards,
conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and
polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash
and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment,
dishwashers, garbage disposals, washers and dryers), other customary hotel
equipment, machinery, money, insurance proceeds, accounts, contract rights,
software, trademarks, goodwill, promissory notes, electronic and tangible
chattel paper, payment intangibles, documents, trade names, licenses and/or
franchise agreements, rights of Mortgagor under leases of Fixtures or other
personal property or equipment, inventory, all refundable, returnable or
reimbursable fees, deposits or other funds or evidences of credit or
indebtedness deposited by or on behalf of Mortgagor with any governmental
authorities, boards, corporations, providers of utility services, public or
private, including specifically, but without limitation, all refundable,
returnable or reimbursable tap fees, utility deposits, commitment fees and
development costs, and commercial tort claims arising from the development,
construction, use, occupancy, operation, maintenance, enjoyment, acquisition or
ownership of the Mortgaged Property (the "PERSONALTY"), (e) all reserves,
escrows or impounds required under the Loan Agreement and all deposit accounts
(including accounts holding security deposits) maintained by Mortgagor with
respect to the Mortgaged Property, (f) all plans, specifications, shop drawings
and other technical descriptions prepared for construction, repair or alteration
of the Improvements, and all amendments and modifications thereof (the "PLANS"),
(g) all leases, subleases, licenses, concessions, occupancy agreements, rental
contracts, or other agreements (written or oral) now or hereafter existing
relating to the use or occupancy of all or any part of the Mortgaged Property,
together with all guarantees, letters of credit and other credit support,
modifications, extensions and renewals thereof (whether before or after the
filing by or against Mortgagor of any petition of relief under 11 U.S.C. Section
101 et seq., as same may be amended from time to time (the "BANKRUPTCY CODE"))
and all related security and other deposits (the "LEASES") and all of
Mortgagor's claims and rights (the "BANKRUPTCY CLAIMS") to the payment of
damages arising from any rejection by a lessee of any Lease under the Bankruptcy
Code, (h) all of the rents, revenues, issues, income, proceeds, profits, and all
other payments of any kind under the


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Leases for using, leasing, licensing, possessing, operating from, residing in,
selling or otherwise enjoying the Mortgaged Property whether paid or accruing
before or after the filing by or against Mortgagor of any petition for relief
under the Bankruptcy Code, including, without limitation, all income, receipts,
revenues and credit card receipts collected from guest rooms, restaurants, bars,
meeting rooms, banquet rooms, equipment rental, recreational facilities,
telephone and television systems, guest laundry, the provision or sale of other
goods and services, all receivables, customer obligations, installment payment
obligations and other obligations now existing or hereafter arising or created
out of the sale, lease, sublease, license, concession or other grant of the
right of the use and occupancy of property or rendering of services by Mortgagor
or any operator or manager of the hotel or the commercial space located in the
Improvements or acquired from others (including, without limitation, from the
rental of any office space, retail space, guest rooms or other space, halls,
stores, and offices, and deposits securing reservations of such space), license,
lease, sublease and concession fees and rentals, health club membership fees,
food and beverage wholesale and retail sales, service charges, vending machine
sales, interest on security, tax, insurance and other escrow deposits, and any
other items of revenue, receipts or other income as identified in the Uniform
System of Accounts for Hotels, 8th Edition, International Association of
Hospitality Accounts (1986), as from time to time amended, whether the foregoing
are now or hereafter existing, all substitutions therefore and all proceeds
thereof, whether cash or non-cash, movable or immovable, tangible or intangible
and all proceeds, if any, from business interruption or other loss of income
insurance (the "RENTS"), (i) all other agreements, such as construction
contracts, architects' agreements, engineers' contracts, utility contracts,
maintenance agreements, franchise agreements, management agreements, service
contracts, supply contracts, operating contracts, permits (including building
and occupancy permits), approvals, licenses (including, to the extent permitted
by applicable law liquor and other alcoholic beverage licenses), certificates
and entitlements in any way relating to the development, construction, use,
occupancy, operation, maintenance, enjoyment, acquisition or ownership of the
Mortgaged Property (the "PROPERTY AGREEMENTS"), unless prohibited by law, (j)
all rights, privileges, tenements, hereditaments, rights-of-way, easements,
appendages and appurtenances appertaining to the foregoing, and all right, title
and interest, if any, of Mortgagor in and to any streets, ways, alleys, strips
or gores of land adjoining the Land or any part thereof, (k) all accessions,
replacements and substitutions for any of the foregoing and all proceeds
thereof, (l) all insurance policies (regardless of whether required by
Mortgagee), unearned premiums therefor and proceeds from such policies covering
any of the above property now or hereafter acquired by Mortgagor, (m) all
mineral, water, oil and gas rights now or hereafter acquired and relating to all
or any part of the Mortgaged Property, (n) all tradenames, trademarks, service
marks, logos, copyrights, goodwill, books and records, signage agreements and
all other general intangibles relating to or used in connection with the
operation of the Mortgaged Property; and (o) all of Mortgagor's right, title and
interest in and to any awards, remunerations, reimbursements, settlements or
compensation heretofore made or hereafter to be made by any governmental
authority pertaining to the Land, Improvements, Fixtures or Personalty. As used
in this Mortgage, the term "Mortgaged Property" shall mean all or, where the
context permits or requires, any portion of the above or any interest therein.


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     "OBLIGATIONS": All of the agreements, covenants, conditions, warranties,
representations and other obligations (other than to repay the Indebtedness)
made or undertaken by Mortgagor or any other person or entity to Mortgagee or
others as set forth in the Loan Documents.

     "PERMITTED ENCUMBRANCES": The outstanding liens, easements, restrictions,
security interests and other exceptions to title set forth in the policy of
title insurance insuring the lien of this Mortgage, together with the liens and
security interests in favor of Mortgagee created by the Loan Documents, none of
which, individually or in the aggregate, materially interfere with the benefits
of the security intended to be provided by this Mortgage, materially and
adversely affect the value of the Mortgaged Property, impair the use or
operations of the Mortgaged Property or impair Mortgagor's ability to pay its
obligations in a timely manner.

     "STATE": The State of ____________.

     "UCC": The Uniform Commercial Code of the State in effect from time to time
or, if the creation, perfection and enforcement of any security interest herein
granted is governed by the laws of a state other than the State, then, as to the
matter in question, the Uniform Commercial Code in effect in that state from
time to time.

     SECTION 1.2 OTHER TERMS. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Loan Agreement.

                                    ARTICLE 2
                                      GRANT

     SECTION 2.1 GRANT. To secure the full and timely payment of the
Indebtedness and the full and timely performance of the Obligations, Mortgagor
hereby MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, ALIENS, REMISES, RELEASES,
SETS OVER, AND ASSIGNS to Mortgagee the Mortgaged Property, subject, however, to
the Permitted Encumbrances; TO HAVE AND TO HOLD the Mortgaged Property to
Mortgagee, its successors and assigns, and Mortgagor does hereby bind itself,
its successors and assigns to WARRANT AND FOREVER DEFEND the title to the
Mortgaged Property unto Mortgagee.

                                    ARTICLE 3
                    WARRANTIES, REPRESENTATIONS AND COVENANTS

     Mortgagor warrants, represents and covenants to Mortgagee as follows:

     SECTION 3.1 TITLE TO MORTGAGED PROPERTY AND LIEN OF THIS INSTRUMENT.
Mortgagor owns the Mortgaged Property free and clear of any liens, claims or
interests, except the Permitted Encumbrances. This Mortgage creates valid,
enforceable first priority liens and security interests against the Mortgaged
Property. Mortgagor warrants that Mortgagor has good, marketable and insurable
title to the Mortgaged Property and has the full power, authority and right to
execute, deliver and perform its obligations under this Mortgage.


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     SECTION 3.2 FIRST LIEN STATUS. Mortgagor shall preserve and protect the
first lien and security interest status of this Mortgage and the other Loan
Documents. If any lien or security interest other than the Permitted
Encumbrances is asserted against the Mortgaged Property, Mortgagor shall
promptly, and at its expense, (a) give Mortgagee a detailed written notice of
such lien or security interest (including origin, amount and other terms), and
(b) pay the underlying claim in full or take such other action so as to cause it
to be released or, in Mortgagee's discretion, provide a bond or other security
satisfactory to Mortgagee for the payment of such claim.

     SECTION 3.3 PAYMENT AND PERFORMANCE. Mortgagor shall pay the Indebtedness
when due under the Loan Documents and shall perform the Obligations in full when
they are required to be performed.

     SECTION 3.4 REPLACEMENT OF FIXTURES AND PERSONALTY. Mortgagor shall not,
without the prior written consent of Mortgagee, permit any of the Fixtures or
Personalty to be removed at any time from the Land or Improvements, unless the
removed item is removed temporarily for maintenance and repair or, if removed
permanently, is obsolete and is replaced by an article of equal or better
suitability and value, owned by Mortgagor subject to the liens and security
interests of this Mortgage and the other Loan Documents, and free and clear of
any other lien or security interest except such as may be first approved in
writing by Mortgagee.

     SECTION 3.5 MAINTENANCE OF RIGHTS OF WAY, EASEMENTS AND LICENSES. Mortgagor
shall maintain all rights of way, easements, grants, privileges, licenses,
certificates, permits, entitlements and franchises necessary for the use of the
Mortgaged Property and will not, without the prior consent of Mortgagee, consent
to any public restriction (including any zoning ordinance) or private
restriction as to the use of the Mortgaged Property. Mortgagor shall comply with
all restrictive covenants affecting the Mortgaged Property, and all zoning
ordinances and other public or private restrictions as to the use of the
Mortgaged Property.

     SECTION 3.6 INSPECTION. Mortgagor shall permit Mortgagee, and Mortgagee's
agents, representatives and employees, upon reasonable prior notice to
Mortgagor, to inspect the Mortgaged Property and conduct such environmental and
engineering studies as Mortgagee may require, provided that such inspections and
studies shall not materially interfere with the use and operation of the
Mortgaged Property.

     SECTION 3.7 OTHER COVENANTS. All of the covenants in the Loan Agreement are
incorporated herein by reference and, together with covenants in this Article 3,
shall be covenants running with the land. The covenants set forth in the Loan
Agreement include, among other provisions: (a) the obligation to pay when due
all taxes on the Mortgaged Property or assessed against Mortgagee with respect
to the Loan, (b) the right of Mortgagee to inspect the Mortgaged Property, (c)
the obligation to keep the Mortgaged Property insured as Mortgagee may require,
(d) the obligation to comply with all legal requirements (including
environmental laws), maintain the Mortgaged Property in good condition, and
promptly repair any damage or casualty, and (e) except as otherwise permitted
under the Loan Agreement, the obligation of


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Mortgagor to obtain Mortgagee's consent prior to entering into, modifying or
taking other actions with respect to Leases.

     SECTION 3.8 CONDEMNATION AWARDS AND INSURANCE PROCEEDS.

     (a) CONDEMNATION AWARDS. Mortgagor assigns all awards and compensation for
any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee
and authorizes Mortgagee to collect and receive such awards and compensation and
to give proper receipts and acquittances therefor, subject to the terms of the
Loan Agreement.

     (b) INSURANCE PROCEEDS. Mortgagor assigns to Mortgagee all proceeds of any
insurance policies insuring against loss or damage to the Mortgaged Property.
Mortgagor authorizes Mortgagee to collect and receive such proceeds and
authorizes and directs the issuer of each of such insurance policies to make
payment for all such losses directly to Mortgagee, instead of to Mortgagor and
Mortgagee jointly.

     SECTION 3.9 TRANSFER OR ENCUMBRANCE OF MORTGAGED PROPERTY.

     (a) Without the prior written consent of Mortgagee,

          (i)  neither Mortgagor nor any other Person having an ownership or
               beneficial interest in Mortgagor shall (A) directly or indirectly
               sell, transfer, convey, mortgage, pledge, or assign any interest
               in the Mortgaged Property or any part thereof (including any
               partnership, membership, or any other ownership interest in
               Mortgagor); (B) further encumber, alienate, grant a Lien or grant
               any other interest in the Mortgaged Property or any part thereof
               (including any partnership, membership, or other ownership
               interest in Mortgagor), whether voluntarily or involuntarily; or
               (C) enter into any easement or other agreement granting rights in
               or restricting the use or development of the Mortgaged Property;

          (ii) no new general partner, member, or limited partner having the
               ability to control the affairs of Mortgagor shall be admitted to
               or created in Mortgagor (nor shall any existing general partner
               or member or controlling limited partner withdraw from
               Mortgagor), and no change in Mortgagor's organizational documents
               relating to control over Mortgagor and/or the Mortgaged Property
               shall be effected; and

          (iii) no transfer shall be permitted which would cause Equity Inns,
               Inc. to own less than a fifty-one percent (51%) of the beneficial
               interest in Mortgagor and the Mortgaged Property and not to have
               the power to direct the affairs of Mortgagor.

     (b) As used in this Section 3.9, "TRANSFER" shall include (i) an
installment sales agreement wherein Mortgagor agrees to sell the Mortgaged
Property or any part thereof for a price to be paid in installments; (ii) an
agreement by Mortgagor leasing all or a substantial part of


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the Mortgaged Property for other than actual occupancy by a space tenant
thereunder or a sale, assignment or other transfer of, or the grant of a
security interest in, Mortgagor's right, title and interest in and to any Leases
or any Rents; (iii) the sale, transfer, conveyance, mortgage, pledge, or
assignment of the legal or beneficial ownership of any partnership interest in
any general partner in Mortgagor that is a partnership; (iv) the sale, transfer,
conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership
of any voting stock in any general partner in Mortgagor that is a corporation;
and (v) the sale, transfer, conveyance, mortgage, pledge, or assignment of any
membership interest in any general partner of Mortgagor that is a limited
liability company. "TRANSFER" is specifically intended to include any pledge or
assignment, directly or indirectly, of a controlling interest in Mortgagor or
its general partner, controlling member, or controlling limited partner for
purposes of securing so-called "MEZZANINE" indebtedness to such transferor.
Notwithstanding anything to the contrary in this Section 3.9, "TRANSFER" shall
not include (A) the leasing of individual units within the Project so long as
Mortgagor complies with the provisions of the Loan Documents relating to such
leasing activity; or (B) the transfers of limited partner, membership, or other
ownership interests in Mortgagor so long as such transfers, alone or in the
aggregate, do not result in the transfer of a controlling interest or more than
49% of the ownership or beneficial interest in the Mortgagor and the provisions
of Sections 3.9(a)(ii) and 3.9(a)(iii) are satisfied. Notwithstanding anything
in this Section 3.9 to the contrary, (x) no transfer shall be permitted which
would be in violation of the covenants set forth in Section 6.15 of the Loan
Agreement and (y) each proposed new partner, member or shareholder in Mortgagor
and any transferee of the Mortgaged Property after the Closing Date shall be
subject to Mortgagee's review of information reasonably requested by Mortgagee
and/or upon the results of background checks conducted at Mortgagor's expense by
or on behalf of Mortgagee to confirm compliance with Section 6.15.

     (c) Mortgagee shall not be required to demonstrate any actual impairment of
its security or any increased risk of default hereunder in order to declare the
Indebtedness immediately due and payable upon Mortgagor's sale, conveyance,
alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property
without Mortgagee's consent. This provision shall apply to every sale,
conveyance, alienation, mortgage, encumbrance, pledge or transfer of the
Mortgaged Property regardless of whether voluntary or not, or whether or not
Mortgagee has consented to any previous sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property.

     (d) Mortgagee's consent to one sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property or any interest in
Mortgagor shall not be deemed to be a waiver of Mortgagee's right to require
such consent to any future occurrence of same. Any sale, conveyance, alienation,
mortgage, encumbrance, pledge or transfer of the Mortgaged Property made in
contravention of this paragraph shall be null and void and of no force and
effect.

     (e) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand
for all reasonable expenses (including, without limitation, reasonable
attorneys' fees and disbursements, title search costs and title insurance
endorsement premiums and Rating Agency [as defined below] fees and expenses)
incurred by Mortgagee in connection with the review, approval and


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documentation of any such sale, conveyance, alienation, mortgage, encumbrance,
pledge or transfer.

     (f) Mortgagee's consent to the sale or transfer of the Mortgaged Property
will not be unreasonably withheld after consideration of all relevant factors,
provided that:

          (i)  no Event of Default or event which with the giving of notice or
               the passage of time would constitute an Event of Default shall
               have occurred and remain uncured;

          (ii) the proposed transferee ("TRANSFEREE") shall be a reputable
               entity or person of good character, creditworthy, with sufficient
               financial worth considering the obligations assumed and
               undertaken, as evidenced by financial statements and other
               information reasonably requested by Mortgagee and shall be a
               Single Purpose Entity;

          (iii) the Transferee and its property manager shall have sufficient
               experience in the ownership and management of properties similar
               to the Mortgaged Property, and Mortgagee shall be provided with
               reasonable evidence thereof (and Mortgagee reserves the right to
               approve the Transferee without approving the substitution of the
               property manager);

          (iv) Mortgagee shall have received confirmation in writing from the
               Rating Agencies (as hereinafter defined) to the effect that such
               transfer will not result in a qualification, downgrade or
               withdrawal of any rating initially assigned or to be assigned in
               a Secondary Market Transaction. The term "Rating Agencies" as
               used herein shall mean each of Standard & Poor's Ratings Group, a
               division of McGraw-Hill, Inc., Moody's Investors Service, Inc.,
               and Fitch, Inc., or any other nationally-recognized statistical
               rating agency which has been approved by Mortgagee;

          (v)  the Transferee shall have executed and delivered to Mortgagee an
               assumption agreement in form and substance acceptable to
               Mortgagee, evidencing such Transferee's agreement to abide and be
               bound by the terms of the Note, this Mortgage and the other Loan
               Documents, together with such legal opinions and title insurance
               endorsements as may be reasonably requested by Mortgagee; and

          (vi) Mortgagee shall have received an assumption fee equal to one
               percent (1%) of the then unpaid principal balance of the Note in
               addition to the payment of all costs and expenses incurred by
               Mortgagee in connection with such assumption (including
               reasonable attorneys' fees and costs).

     SECTION 3.10 AFTER ACQUIRED PROPERTY. All right, title, and interest of
Mortgagor in and to all extensions, improvements, betterments, renewals,
substitutions, and replacements of, and all additions and appurtenances to the
Mortgaged Property, hereafter acquired by, or


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conveyed to, Mortgagor or constructed, assembled, or placed by Mortgagor upon
the Land, immediately upon such acquisition, conveyance, construction,
assembling or placement, as the case may be, and in each such case, without any
further mortgage, conveyance, assignment, or other act by Mortgagor, shall
become subject to the lien of this Mortgage as fully and completely, and with
the same effect, as though now owned by Mortgagor and specifically described in
the granting clause of this Mortgage, but at any and all times Mortgagor will
execute and deliver to Mortgagee any and all such further assurances, mortgages,
conveyances, or assignments thereof, as Mortgagee may require for the purpose of
expressly and specifically subjecting the same to the lien of this Mortgage.

                                    ARTICLE 4
                             DEFAULT AND FORECLOSURE

     SECTION 4.1 REMEDIES. If an Event of Default (as defined in the Loan
Agreement) exists, Mortgagee may, at Mortgagee's election, exercise any or all
of the following rights, remedies and recourses:

     (a) ACCELERATION. Declare the Indebtedness to be immediately due and
payable, without further notice, presentment, protest, notice of intent to
accelerate, notice of acceleration, demand or action of any nature whatsoever
(each of which hereby is expressly waived by Mortgagor), whereupon the same
shall become immediately due and payable.

     (b) ENTRY ON MORTGAGED PROPERTY. Enter the Mortgaged Property and take
exclusive possession thereof and of all books, records and accounts relating
thereto. If Mortgagor remains in possession of the Mortgaged Property after an
Event of Default and without Mortgagee's prior written consent, Mortgagee may
invoke any legal remedies to dispossess Mortgagor.

     (c) OPERATION OF MORTGAGED PROPERTY. Hold, lease, develop, manage, operate
or otherwise use the Mortgaged Property upon such terms and conditions as
Mortgagee may deem reasonable under the circumstances (making such repairs,
alterations, additions and improvements and taking other actions, from time to
time, as Mortgagee deems necessary or desirable), and apply all Rents and other
amounts collected by Mortgagee in connection therewith in accordance with the
provisions of Section 4.7.

     (d) FORECLOSURE AND SALE. Institute proceedings for the complete
foreclosure of this Mortgage, in which case the Mortgaged Property may be sold
for cash or credit in one or more parcels. At any such sale by virtue of any
judicial proceedings or any other legal right, remedy or recourse, the title to
and right of possession of any such property shall pass to the purchaser
thereof, and to the fullest extent permitted by law, Mortgagor shall be
completely and irrevocably divested of all of its right, title, interest, claim
and demand whatsoever, either at law or in equity, in and to the property sold
and such sale shall be a perpetual bar both at law and in equity against
Mortgagor, and against all other persons claiming or to claim the property sold
or any part thereof, by, through or under Mortgagor. Mortgagee may be a
purchaser at such sale


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and if Mortgagee is the highest bidder, may credit the portion of the purchase
price that would be distributed to Mortgagee against the Indebtedness in lieu of
paying cash.

     (e) RECEIVER. Make application to a court of competent jurisdiction for,
and obtain from such court as a matter of strict right and without notice to
Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment
of the Indebtedness, the appointment of a receiver of the Mortgaged Property,
and Mortgagor irrevocably consents to such appointment. Any such receiver shall
have all the usual powers and duties of receivers in similar cases, including
the full power to rent, maintain and otherwise operate the Mortgaged Property
upon such terms as may be approved by the court, and shall apply such Rents in
accordance with the provisions of Section 4.7.

     (f) UCC. Exercise any and all rights and remedies granted to a secured
party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing: (i) the right to take possession of
the personal property or any part thereof, and to take such other measures as
Mortgagee may deem necessary for the care, protection and preservation of the
personal property, and (ii) request Mortgagor at its expense to assemble the
personal property and make it available to Mortgagee at a convenient place
acceptable to Mortgagee. Any notice of sale, disposition or other intended
action by Mortgagee with respect to the personal property sent to Mortgagor in
accordance with the provisions hereof at least five (5) days prior to such
action, shall constitute commercially reasonable notice to Mortgagor.

     (g) OTHER. Exercise all other rights, remedies and recourses granted under
the Loan Documents or otherwise available at law or in equity (including an
action for specific performance of any covenant contained in the Loan Documents
or an action for a deficiency judgment, or a judgment on the Note either before,
during or after any proceeding to enforce this Mortgage).

     SECTION 4.2 SEPARATE SALES. The Mortgaged Property may be sold in one or
more parcels and in such manner and order as Mortgagee in its sole discretion,
may elect; the right of sale arising out of any Event of Default shall not be
exhausted by any one or more sales.

     SECTION 4.3 REMEDIES CUMULATIVE, CONCURRENT AND NONEXCLUSIVE. Mortgagee
shall have all rights, remedies and recourses granted in the Loan Documents and
available at law or equity (including the UCC), which rights (a) shall be
cumulative and concurrent, (b) may be pursued separately, successively or
concurrently against Mortgagor or others obligated under the Note and the other
Loan Documents, or against the Mortgaged Property, or against any one or more of
them, at the sole discretion of Mortgagee, (c) may be exercised as often as
occasion therefor shall arise, and the exercise or failure to exercise any of
them shall not be construed as a waiver or release thereof or of any other
right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies
or recourses under the Loan Documents or otherwise at law or equity shall be
deemed to cure any Event of Default.


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     SECTION 4.4 RELEASE OF AND RESORT TO COLLATERAL. Mortgagee may release,
regardless of consideration and without the necessity for any notice to a
consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the lien or security interests
created in or evidenced by the Loan Documents or their stature as a first and
prior lien and security interest in and to the Mortgaged Property. For payment
of the Indebtedness, Mortgagee may resort to any other security in such order
and manner as Mortgagee may elect.

     SECTION 4.5 WAIVER OF REDEMPTION, NOTICE AND MARSHALLING OF ASSETS. To the
fullest extent permitted by law, Mortgagor hereby irrevocably and
unconditionally waives and releases (a) all benefit that might accrue to
Mortgagor by virtue of any present or future statute of limitations or law or
judicial decision exempting the Mortgaged Property from attachment, levy or sale
on execution or providing for any appraisement, valuation, stay of execution,
exemption from civil process, redemption or extension of time for payment, (b)
all notices of any Event of Default or of Mortgagee's election to exercise or
its actual exercise of any right, remedy or recourse provided for under the Loan
Documents, and (c) any right to a marshalling of assets or a sale in inverse
order of alienation.

     SECTION 4.6 DISCONTINUANCE OF PROCEEDINGS. If Mortgagee shall have
proceeded to invoke any right, remedy or recourse permitted under the Loan
Documents and shall thereafter elect to discontinue or abandon it for any
reason, Mortgagee shall have the unqualified right to do so and, in such an
event, Mortgagor and Mortgagee shall be restored to their former positions with
respect to the Indebtedness, the Obligations, the Loan Documents, the Mortgaged
Property and otherwise, and the rights, remedies, recourses and powers of
Mortgagee shall continue as if the right, remedy or recourse had never been
invoked, but no such discontinuance or abandonment shall waive any Event of
Default which may then exist or the right of Mortgagee thereafter to exercise
any right, remedy or recourse under the Loan Documents for such Event of
Default.

     SECTION 4.7 APPLICATION OF PROCEEDS. The proceeds of any sale of, and the
Rents and other amounts generated by the holding, leasing, management, operation
or other use of the Mortgaged Property, shall be applied by Mortgagee (or the
receiver, if one is appointed) in the following order unless otherwise required
by applicable law:

     (a) to the payment of the reasonable costs and expenses of taking
possession of the Mortgaged Property and of holding, using, leasing, repairing,
improving and selling the same, including, without limitation (i) receiver's
fees and expenses, (ii) court costs, (iii) reasonable attorneys' and
accountants' fees and expenses, (iv) costs of advertisement, (v) insurance
premiums and (vi) the payment of all ground rent, real estate taxes and
assessments, except any taxes, assessments or other charges subject to which the
Mortgaged Property shall have been sold;

     (b) to the payment of all amounts (including interest), other than the
unpaid principal balance of the Note and accrued but unpaid interest, which may
be due to Mortgagee under the Loan Documents;


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     (c) to the payment of the Indebtedness and performance of the Obligations
in such manner and order of preference as Mortgagee in its sole discretion may
determine; and

     (d) the balance, if any, to the payment of the persons legally entitled
thereto.

     SECTION 4.8 OCCUPANCY AFTER FORECLOSURE.

     (a) The purchaser at any foreclosure sale pursuant to Section 4.1(d) shall
become the legal owner of the Mortgaged Property. All occupants of the Mortgaged
Property shall, at the option of such purchaser, become tenants of the purchaser
at the foreclosure sale and shall, subject to the provisions of subsection (b)
below, deliver possession thereof immediately to the purchaser upon demand. It
shall not be necessary for the purchaser at said sale to bring any action for
possession of the Mortgaged Property other than the statutory action of forcible
detainer in any justice court having jurisdiction over the Mortgaged Property.

     (b) Mortgagee is authorized to foreclose this Mortgage subject to the
rights of any purchasers or tenants, if any, of the Mortgaged Property or may
elect which purchasers or tenants Mortgagee desires to name as defendants in
such foreclosure and the failure to make any such purchasers or tenants
defendants to any such foreclosure proceedings and to foreclose their rights
will not be, nor be asserted by Mortgagor to be, a defense to any proceedings
instituted by Mortgagee to collect the sums secured hereby or to collect any
deficiency remaining unpaid after the foreclosure sale of the Mortgaged
Property."

     SECTION 4.9 ADDITIONAL ADVANCES AND DISBURSEMENTS; COSTS OF ENFORCEMENT.

     (a) If any Event of Default exists, Mortgagee shall have the right, but not
the obligation, to cure such Event of Default in the name and on behalf of
Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee
under this Section 4.9, or otherwise under this Mortgage or any of the other
Loan Documents or applicable law, shall bear interest from the date that such
sum is advanced or expense incurred, to and including the date of reimbursement,
computed at the Default Rate (as defined in the Loan Agreement), and all such
sums, together with interest thereon, shall be secured by this Mortgage.

     (b) Mortgagor shall pay all expenses (including reasonable attorneys' fees
and expenses) of or incidental to the perfection and enforcement of this
Mortgage and the other Loan Documents, or the enforcement, compromise or
settlement of the Indebtedness or any claim under this Mortgage and the other
Loan Documents, and for the curing thereof, or for defending or asserting the
rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

     SECTION 4.10 NO MORTGAGEE IN POSSESSION. Neither the enforcement of any of
the remedies under this Article 4, the assignment of the Rents and Leases under
Article 5, the security interests under Article 6, nor any other remedies
afforded to Mortgagee under the Loan Documents, at law or in equity shall cause
Mortgagee to be deemed or construed to be a mortgagee in possession of the
Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or
attempt to do so, or to take any action, incur any expense, or perform or
discharge any obligation, duty or liability whatsoever under any of the Leases
or otherwise.


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     SECTION 4.11 ACTIONS AND PROCEEDINGS. Mortgagee has the right to appear in
and defend any action or proceeding brought with respect to the Mortgaged
Property and to bring any action or proceeding, in the name and on behalf of
Mortgagor, which Mortgagee, in its discretion, decides should be brought to
protect its interest in the Mortgaged Property.

                                    ARTICLE 5
                         ASSIGNMENT OF LEASES AND RENTS

     SECTION 5.1 ASSIGNMENT. Mortgagor acknowledges and confirms that it has
executed and delivered to Mortgagee an Assignment of Leases and Rents of even
date (the "ASSIGNMENT OF LEASES AND RENTS"), intending that such instrument
create a present, absolute assignment to Mortgagee of the Leases and Rents.
Without limiting the intended benefits or the remedies provided under the
Assignment of Leases and Rents, Mortgagor hereby assigns to Mortgagee, as
further security for the Indebtedness and the Obligations, the Leases and Rents.
While any Event of Default exists, Mortgagee shall be entitled to exercise any
or all of the remedies provided in the Assignment of Leases and Rents and in
Article 4 hereof, including, without limitation, the right to have a receiver
appointed. If any conflict or inconsistency exists between the assignment of the
Rents and the Leases in this Mortgage and the absolute assignment of the Rents
and the Leases in the Assignment of Leases and Rents, the terms of the
Assignment of Leases and Rents shall control.

     SECTION 5.2 NO MERGER OF ESTATES. So long as any part of the Indebtedness
and the Obligations secured hereby remain unpaid and undischarged, the fee and
leasehold estates to the Mortgaged Property shall not merge, but shall remain
separate and distinct, notwithstanding the union of such estates either in
Mortgagor, Mortgagee, any lessee or any third party by purchase or otherwise.

                                   ARTICLE 6
                               SECURITY AGREEMENT

     SECTION 6.1 SECURITY INTEREST. This Mortgage constitutes a "Security
Agreement" on personal property within the meaning of the UCC and other
applicable law and with respect to the Personalty, Fixtures, Plans, Leases,
Rents and Property Agreements. To this end, Mortgagor grants to Mortgagee, a
first and prior security interest in the Personalty, Fixtures, Plans, Leases,
Rents and Property Agreements and all other Mortgaged Property which is personal
property to secure the payment of the Indebtedness and performance of the
Obligations, and agrees that Mortgagee shall have all the rights and remedies of
a secured party under the UCC with respect to such property. Any notice of sale,
disposition or other intended action by Mortgagee with respect to the
Personalty, Fixtures, Plans, Leases, Rents and Property Agreements sent to
Mortgagor at least five (5) days prior to any action under the UCC shall
constitute reasonable notice to Mortgagor.

     SECTION 6.2 FINANCING STATEMENTS. Mortgagor shall execute and deliver to
Mortgagee, in form and substance satisfactory to Mortgagee, such financing
statements and such further assurances as Mortgagee may, from time to time,
reasonably consider necessary to create,


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perfect and preserve Mortgagee's security interest hereunder and Mortgagee may
cause such statements and assurances to be recorded and filed, at such times and
places as may be required or permitted by law to so create, perfect and preserve
such security interest. Mortgagor's state of organization is the State of
Tennessee and its chief executive office is in the State of Tennessee at the
address set forth in the first paragraph of this Mortgage.

     SECTION 6.3 FIXTURE FILING. This Mortgage shall also constitute a "fixture
filing" for the purposes of the UCC against all of the Mortgaged Property which
is or is to become fixtures. Information concerning the security interest herein
granted may be obtained at the addresses of Debtor (Mortgagor) and Secured Party
(Mortgagee) as set forth in the first paragraph of this Mortgage.

                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION 7.1 LIMITATION ON INTEREST. It is the intention of the parties
hereto to conform strictly to applicable usury laws. Accordingly, all agreements
between Mortgagor and Mortgagee with respect to the Loan are hereby expressly
limited so that in no event, whether by reason of acceleration of maturity or
otherwise, shall the amount paid or agreed to be paid to Mortgagee or charged by
Mortgagee for the use, forbearance or detention of the money to be lent
hereunder or otherwise, exceed the maximum amount allowed by law. If the Loan
would be usurious under applicable law (including the laws of the state where
the Mortgaged Property is located and the laws of the United States of America),
then, notwithstanding anything to the contrary in the Loan Documents: (a) the
aggregate of all consideration which constitutes interest under applicable law
that is contracted for, taken, reserved, charged or received under the Loan
Documents shall under no circumstances exceed the maximum amount of interest
allowed by applicable law, and any excess shall be credited on the Indebtedness;
and (b) if maturity is accelerated by reason of an election by Mortgagee, or in
the event of any prepayment, then any consideration which constitutes interest
may never include more than the maximum amount allowed by applicable law. In
such case, excess interest, if any, provided for in the Loan Documents or
otherwise, to the extent permitted by applicable law, shall be amortized,
prorated, allocated and spread from the date of advance until payment in full so
that the actual rate of interest is uniform through the term hereof. If such
amortization, proration, allocation and spreading is not permitted under
applicable law, then such excess interest shall be canceled automatically as of
the date of such acceleration or prepayment and, if theretofore paid, shall be
credited on the Indebtedness. The Loan Documents are contracts made under and
shall be construed in accordance with and governed by the laws of the State,
except that if at any time the laws of the United States of America permit
Mortgagee to contract for, take, reserve, charge or receive a higher rate of
interest than is allowed by the laws of the State (whether such federal laws
directly so provide or refer to the law of any state), then such federal laws
shall to such extent govern as to the rate of interest which Mortgagee may
contract for, take, reserve, charge or receive under the Loan Documents.


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     SECTION 7.2 NOTICES. Any notice required or permitted to be given under
this Mortgage shall be (a) in writing, (b) sent in the manner set forth in the
Loan Agreement, and (c) effective in accordance with the terms of the Loan
Agreement.

     SECTION 7.3 COVENANTS RUNNING WITH THE LAND. All Obligations contained in
this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be
construed as, covenants running with the Mortgaged Property. As used herein,
"Mortgagor" shall refer to the party named in the first paragraph of this
Mortgage and to any subsequent owner of all or any portion of the Mortgaged
Property (without in any way implying that Mortgagee has or will consent to any
such conveyance or transfer of the Mortgaged Property). All persons or entities
who may have or acquire an interest in the Mortgaged Property shall be deemed to
have notice of, and be bound by, the terms of the Loan Agreement and the other
Loan Documents; however, no such party shall be entitled to any rights
thereunder without the prior written consent of Mortgagee.

     SECTION 7.4 ATTORNEY-IN-FACT. Mortgagor hereby irrevocably appoints
Mortgagee and its successors and assigns, as its attorney-in-fact, which agency
is coupled with an interest, (a) to execute and/or record any notices of
completion, cessation of labor or any other notices that Mortgagee deems
appropriate to protect Mortgagee's interest, if Mortgagor shall fail to do so
within ten (10) days after written request by Mortgagee, (b) upon the issuance
of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed
in lieu of foreclosure, to execute all instruments of assignment, conveyance or
further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans
and Property Agreements in favor of the grantee of any such deed and as may be
necessary or desirable for such purpose, (c) to prepare, execute and file or
record financing statements, continuation statements, applications for
registration and like papers necessary to create, perfect or preserve
Mortgagee's security interests and rights in or to any of the collateral, and
(d) while any Event of Default exists, to perform any obligation of Mortgagor
hereunder; however: (i) Mortgagee shall not under any circumstances be obligated
to perform any obligation of Mortgagor; (ii) any sums advanced by Mortgagee in
such performance shall be added to and included in the Indebtedness and shall
bear interest at the Default Rate; (iii) Mortgagee as such attorney-in-fact
shall only be accountable for such funds as are actually received by Mortgagee;
and (iv) Mortgagee shall not be liable to Mortgagor or any other person or
entity for any failure to take any action which it is empowered to take under
this Section.

     SECTION 7.5 SUCCESSORS AND ASSIGNS. This Mortgage shall be binding upon and
inure to the benefit of Mortgagee and Mortgagor and their respective successors
and assigns. Mortgagor shall not, without the prior written consent of
Mortgagee, assign any rights, duties or obligations hereunder.

     SECTION 7.6 NO WAIVER. Any failure by Mortgagee to insist upon strict
performance of any of the terms, provisions or conditions of the Loan Documents
shall not be deemed to be a waiver of same, and Mortgagee shall have the right
at any time to insist upon strict performance of all of such terms, provisions
and conditions.

     SECTION 7.7 SUBROGATION. To the extent proceeds of the Note have been used
to extinguish, extend or renew any indebtedness against the Mortgaged Property,
then Mortgagee


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shall be subrogated to all of the rights, liens and interests existing against
the Mortgaged Property and held by the holder of such indebtedness and such
former rights, liens and interests, if any, are not waived, but are continued in
full force and effect in favor of Mortgagee.

     SECTION 7.8 LOAN AGREEMENT. If any conflict or inconsistency exists between
this Mortgage and the Loan Agreement, the Loan Agreement shall govern.

     SECTION 7.9 RELEASE. Upon payment in full of the Indebtedness and
performance in full of the Obligations, Mortgagee, at Mortgagor's expense, shall
release the liens and security interests created by this Mortgage.

     SECTION 7.10 WAIVER OF STAY, MORATORIUM AND SIMILAR RIGHTS. Mortgagor
agrees, to the full extent that it may lawfully do so, that it will not at any
time insist upon or plead or in any way take advantage of any appraisement,
valuation, stay, marshalling of assets, extension, redemption or moratorium law
now or hereafter in force and effect so as to prevent or hinder the enforcement
of the provisions of this Mortgage or the indebtedness secured hereby, or any
agreement between Mortgagor and Mortgagee or any rights or remedies of
Mortgagee.

     SECTION 7.11 LIMITATION ON LIABILITY. Mortgagor's liability hereunder is
subject to the limitation on liability provisions of Article 12 of the Loan
Agreement.

     SECTION 7.12 OBLIGATIONS OF MORTGAGOR, JOINT AND SEVERAL. If more than one
person or entity has executed this Mortgage as "Mortgagor," the obligations of
all such persons or entities hereunder shall be joint and several.

     SECTION 7.13 GOVERNING LAW. This Mortgage shall be governed by the laws of
the State and the applicable laws of the United States of America.

     SECTION 7.14 HEADINGS. The Article, Section and Subsection titles hereof
are inserted for convenience of reference only and shall in no way alter, modify
or define, or be used in construing, the text of such Articles, Sections or
Subsections.

     SECTION 7.15 ENTIRE AGREEMENT. This Mortgage and the other Loan Documents
embody the entire agreement and understanding between Mortgagee and Mortgagor
and supersede all prior agreements and understandings between such parties
relating to the subject matter hereof and thereof. Accordingly, the Loan
Documents may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.

     SECTION 7.16 COUNTERPARTS. This Mortgage may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.


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                                    ARTICLE 8
                            SPECIAL STATE PROVISIONS

     SECTION 8.1 FUTURE ADVANCES. This Mortgage secures such future or
additional advances (in addition to the principal amount of the Note) as may be
made by Mortgagee or the holder hereof, at its exclusive option, to Mortgagor or
its successors or assigns in title, for any purpose, provided that all such
advances are made within twenty (20) years from the date of this Mortgage or
within such lesser period of time as may be provided by law as a prerequisite
for the sufficiency of actual notice or record notice of such optional future or
additional advances as against the rights of creditors or subsequent purchasers
for valuable consideration to the same extent as if such future or additional
advances were made on the date of the execution of this Mortgage. The total
amount of Indebtedness secured by this Mortgage may be increased or decreased
from time to time, but the total unpaid balance so secured at any one time shall
not exceed the maximum principal amount of $_____________ plus interest thereon
and any disbursements made under the Mortgage for the payment of impositions,
taxes, assessments, levies, insurance, or otherwise, with interest on such
disbursements. It is the intent of the parties that this Mortgage shall secure
the payment of the Note and any additional advances made from time to time
pursuant to any additional notes or otherwise, all of said indebtedness being
equally secured hereby and having the same priority as any amounts advanced as
of the date of this Mortgage. It is agreed that any additional sum or sums
advanced by Mortgagee shall be equally secured with, and have the same priority
as, the original Indebtedness and shall be subject to all of the terms,
provisions and conditions of this Mortgage, whether or not such additional loans
or advances are evidenced by other promissory notes of Mortgagor and whether or
not identified by a recital that it or they are secured by this Mortgage.


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<PAGE>

     EXECUTED by the undersigned under seal with the intent that this instrument
be an instrument under seal as of the day, month and year first above written.

                                           EQI [_______] PARTNERSHIP, L.P.,
                                           a Tennessee limited partnership

                                           By: EQI [_________] CORPORATION,
                                               a Tennessee corporation,
----------------------------------------       its General Partner
Witness


                                           By:
                                               ---------------------------------
                                           Name:
----------------------------------------         -------------------------------
Witness                                    Title:
                                                  ------------------------------

                                                           [SEAL]

STATE OF ____________   )
                        ) :
COUNTY OF ___________   )

     This foregoing instrument was acknowledged before me this _____ day of
November, 2005, by _____________________________________,
___________________________ of EQI [________] CORPORATION, a Tennessee
corporation and General Partner of EQI [_________] PARTNERSHIP, L.P., a
Tennessee limited partnership, on behalf of said corporation and limited
partnership. He/she/they personally appeared before me, is/are personally known
to me or produced _________________________ as identification and [did] [did
not] take an oath.


[Notarial Seal]
                                           -------------------------------------
                                           Notary Public

                                           -------------------------------------
                                           Print Name of Notary
                                           My Commission Expires:
                                                                  --------------


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<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION


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<PAGE>
                                    EXHIBIT B

             DESCRIPTION OF MATERIAL DIFFERENCES IN ACTUAL MORTGAGES


<TABLE>
<CAPTION>
                                                                                     VALUE OF
     MORTGAGOR                            MORTGAGED PROPERTY                    PROMISSORY NOTE
     ---------                            ------------------                    ---------------
<S>                                       <C>                                   <C>
1.   EQI Dalton Partnership, L.P.         Dalton Courtyard                        $ 5,495,000

2.   EQI Asheville Partnership, L.P.      Asheville SpringHill Suites             $ 6,050,000

3.   EQI Jacksonville Partnership, L.P.   Jacksonville Residence Inn              $ 5,879,000

4.   EQI Ft. Myers Partnership, L.P.      Fort Myers Hilton Garden Inn            $11,490,000

5.   EQI Orlando Partnership, L.P.        Orlando Homewood Suites                 $20,100,000

6.   EQI Louisville Partnership, L.P.     Louisville Hilton Garden Inn            $ 7,160,000

7.   EQI Carlsbad Partnership, L.P.       Carlsbad Courtyard                      $17,326,000
</TABLE>