L E A S E

                                     Between

                            NASHVILLE LODGING COMPANY

                                    as Lessor

                                       and

                  METRIC PARTNERS GROWTH SUITE INVESTORS, L.P.

                                    as Lessee


                             Dated April 24 , 1989.


                               2300 Elm Hill Pike

                              Nashville, Tennessee


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                                TABLE OF CONTENTS


Paragraph                                                                 Page
1.       Lease of Premises..................................................5
2.       Term...............................................................5
3.       Base Rent..........................................................5
4.       Additional Rent...................................................12
5.       Lessee's Option to Purchase the Premises..........................15
6.       Quiet Enjoyment ..................................................20
7.       Use ..............................................................21
8.       Title to Buildings and Improvements...............................22
9.       Permits, Licenses, Hotel Franchise Agreement......................23
10.      Repairs, Governmental Regulations and Waste.......................25
11.      Improvements, Changes, Alterations,
         Demolition and Replacement by Lessee..............................26
12.      Damage or Destruction.............................................29
13.      Assignment and Subletting.........................................31
14.      Mortgage of Fee...................................................32
15.      Mortgage of Leasehold.............................................34
16.      Protection of Leasehold Lender....................................34
17.      Property and Liability Insurance..................................39
18.      Mechanics' and Other Liens........................................43
19.      Indemnity.........................................................44
20.      Eminent Domain....................................................46


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Paragraph                                                                   Page
21.      Lessor's Right of Inspection.......................................50
22.      Lessee's Defaults and Lessor's Remedies............................50
23.      No Waiver..........................................................53
24.      No Merger..........................................................55
25.      No Partnership.....................................................55
26.      Covenants Run With Land............................................55
27.      Notices............................................................56
28.      Limitation of Lessor's Liability...................................57
29.      Limitation of Lessee's Liability...................................58
30.      Estoppel Certificates..............................................58
31.      Holding............................................................59
32.      Arbitration........................................................59
33.      General Provisions.................................................61
Exhibit A - Property Description
Exhibit B - Short Form Lease
Exhibit C - Base Option Price
Exhibit D - Form of Deed of Trust


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                                      LEASE

         THIS  LEASE,  made as of the  Lot day of  April,  1989,  by  an-between
NASHVILLE  LODGING COMPANY,  a Wisconsin  limited  partnership  ("Lessor"),  and
METRIC PARTNERS GROWTH SUITE INVESTORS,  L.P., a California limited  partnership
("Lessee"),

                              W I T N E S S E T H:

         WHEREAS  Lessor is the owner of the real  property,  including the land
(the  "Land")  and all  buildings,  structures  and  improvements  thereon  (the
"Improvements"),  located at 2300 Elm Hill Pike, Nashville,  Tennessee, commonly
known as the  Residence  Inn By  Marriott  and more  particularly  described  in
Exhibit A hereto; and

         WHEREAS Lessor wishes to sell to Lessee the  Improvements  and to lease
to  Lessee  the  Land,  together  with  all  rights,  privileges  and  easements
appurtenant  thereto (herein  collectively  called the  "Premises"),  and Lessee
wishes to  purchase  from Lessor the  Improvements  and to lease from Lessor the
Premises,  all as more particularly  described in that certain Purchase and Sale
Agreement,  dated April Lay, 1989,  among 2300 Elm Hill Pike,  Inc.,  Lessor and
Lessee (the "Purchase  Agreement").  All capitalized terms not expressly defined
herein shall have the meanings set forth in the Purchase Agreement.


                                        4

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         NOW, THEREFORE,  in consideration of the rents to be paid hereunder and
of the agreements,  covenants and conditions herein contained, Lessor and Lessee
hereby agree as follows:

         1. Lease of Premises.  Lessor hereby leases and demises to Lessee,  and
Lessee hereby  leases and takes from Lessor,  the Premises for the term and upon
the agreements, covenants and conditions set forth herein.

         2. Term

         (a) The term of this  Lease  shall  commence  on April __ , 1989,  and,
unless sooner terminated as herein provided, shall terminate on April __, 2049.

         (b) As used  herein,  "Lease  Year"  shall mean each  twelve (12) month
period from the __ day of April through the __ day of the following April during
the term hereof.

         3. Base Rent

(a) For the period from the  commencement of the Lease term until the payment in
full or other  discharge of the Purchase  Money Note (as defined in the Purchase
Agreement),  whether at or before  its stated  maturity,  Lessee  covenants  and
agrees  to pay to  Lessor,  as  annual  basic  rent (the  "Base  Rent")  for the
Premises,  the sum of One Hundred Fifty Thousand  Dollars  ($150,000),  of which

                                        5

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$50,000 shall be payable in equal monthly installments of $4,166.17, in advance,
on the first day of each and every month  during each such Lease Year or port on
thereof  without any right of set-off except as provided in paragraph 14 hereof.
The  balance of the Base Rent for each such Lease Year shall be paid as provided
in subparagraph (g) below.

         (b) For the period from the payment in full or other  discharge  of the
Purchase  Money Note through the end of the tenth Lease Year,  Lessee  covenants
and agrees to pay to Lessor,  as the annual Base Rent for the Premises,  the sum
of One Hundred Thousand Dollars ($100,000),  payable as provided in subparagraph
(g) below.

         (c) For the remaining term of this Lease, beginning on the first day of
the  eleventh  Lease  Year,  the  term of  this  Lease  shall  be  divided  into
consecutive  five (5) year rent periods (a Parent Periods) and Lessee  covenants
and agrees to pay to Lessor,  as annual Base Rent for the  Premises  during each
Rent Period,  an amount equal to the product  derived by multiplying the greater
of the fair market value of the Premises  established  pursuant to  subparagraph
(d)  below or the base  Option  Price on the first  day of the  applicable  Rent
Period,  calculated as provided in paragraph 5(b)(i) hereof, times the published
yield to maturity of United States  treasury bonds having a maturity  closest to
10 years from the first day of the month immediately  preceding the commencement

                                        6

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of the Rent  Period,  as  published  in the Wall Street  Journal or, if the Wall
Street  Journal is not then being  published,  a  comparable  national  business
periodical  or  newspaper,  less  $100,000;  provided that in no event shall the
adjusted  Base  Rent  be less  than  zero.  If the  mathematical  result  of the
computation  described  above  produces a number  which is less than  zero,  the
negative  number  produced  by such  calculation  for each year  during the Rent
Period, plus interest thereon as hereinafter set forth, shall be due from Lessor
to Lessee.  Such  amount,  including  any  accrued  interest  thereon,  shall be
credited against the next Base Rent payable hereunder by Lessee,  whether or not
payment would otherwise be deferred under  subparagraph (g) hereof.  Interest at
the rate of 10% per annum shall accrue on the negative amount from the first day
of each Lease Year during the Rent Period until such amount is credited  against
the next Base Rent payable as set forth above.  The adjusted  Base Rent shall be
payable as provided in subparagraph (g) below.

         (d) In the event  Lessor  and  Lessee are not able to agree on the fair
market value of the Premises for use in determining Base Rent for the succeeding
Rent  Period at least  ninety (90) days prior to the  commencement  of such Rent
Period,  Lessor and Lessee  shall select an MAI  appraiser  having not less than
five  years  experience  appraising  commercial  properties  in  the  Nashville,
Tennessee  area to determine the fair market value of the Premises  based on its

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use as a 168-room  Residence Inn or similar hotel or, if the use of the Premises
has then been changed to a non-hotel  use, based on the use to which it is being
put,  without regard to the highest and best use to which it might be put, using
as the primary  indicia of value the  comparable  sales  comparison  methodology
based solely on  properties  improved for use as a mid-priced  limited  service,
hotel or, if the use has been changed,  for such changed use. The  determination
of value by the appraiser shall be binding on both Lessor and Lessee.  If Lessor
and  Lessee  are  unable to agree  upon an  appraiser,  each  shall  appoint  an
appraiser  having the  qualifications  described  above and shall  give  written
notice thereof to the other not later than 75 days prior to the  commencement of
the Rent  Period.  If either  shall fail  timely to appoint  an  appraiser,  the
appointed appraiser shall select the second appraiser within 10 days thereafter.
Such appraisers shall,  within 10 days after the appointment of the last of them
to be appointed,  appoint a third appraiser. If the two appraisers are unable to
agree timely on the selection of a third  appraiser,  then either  appraiser may
request such  appointment  by the American  Arbitration  Association.  The third
appraiser  shall,  within 45 days  after his  appointment,  make an  independent
determination  of fair market value of the Premises,  using the  methodology and
assumptions  outlined above, and submit his written report to Lessor and Lessee.

                                        8

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The fair  market  value of the  Premises  shall be as  determined  by the  third
appraiser.  Lessor  and  Lessee  shall  each pay the  fees of  their  respective
appraisers  and one-half the fees of the  appraiser  selected  jointly or by the
first two  appraisers for a fair market value land  appraisal,  and Lessee shall
pay any remaining fees of such joint or third-party appraisals.

         (e) Should the adjusted  Base Rent not be finally  determined  prior to
the commencement of any Rent Period,  Lessee shall continue to pay the Base Rent
payable during the immediately preceding Rent Period until such determination is
made.  Should the  monthly  pro rata Base Rent for the Rent  Period in  question
exceed the amount  previously paid by Lessee for such Rent Period,  Lessee shall
forthwith pay the  difference  to Lessor.  Should the monthly pro rata Base Rent
for the Rent  Period in  question  be less than the  amount  previously  paid by
Lessee for such Rent  Period,  the  over-payment  shall be  credited to the next
installments of rent due hereunder.

         (f) If the last Rent Period during the term of this Lease is not a full
five (5)  years,  the Base  Rent for such  Rent  Period  shall  nevertheless  be
computed in the manner specified in subparagraph  3(c) above.  Base Rent for any
fractional Lease Year, including the first Lease Year if such shall be less than
three hundred and sixty-five (365) days,  during the term of this Lease shall be
prorated appropriately.


                                        9

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         (g)  Payment  of  the  Base  Rent  shall  be  made  in  equal   monthly
installments,  in advance,  on the first day of each and every month  during the
term  hereof;   provided,   however,   that  (except  as  expressly  provided~in
subparagraph  (a) above)  such Base Rent shall be  payable  monthly  only to the
extent that Adjusted  Gross Revenue (as defined in Section 8.1 of the Management
Agreement  executed  contemporaneously  herewith by Lessee and A & N  Management
Group,  Inc.) from the  operations of the Hotel for the preceding  month exceeds
the sum of (1) all  operating  expenses of the Hotel  incurred  in the  ordinary
course  of  business  (including,  without  limitation,  payments  due under the
capital  leases  described  in  Exhibit  E to the  Purchase  Agreement  and  any
replacement  leases),  (2) franchise fees due  Franchisor,  (3) a management fee
equal to 5% of Adjusted Gross Revenue,  (4) a replacement  reserve  contribution
equal to 4% of Adjusted Gross Revenue,  (5) actual debt service on any financing
secured by Lessee's  interest in the Hotel up to a maximum of $81,667 per month,
(6) if then  payable,  the  $4,166.67 in Base Rent  payable-monthly  pursuant to
subparagraph (a) above, (7) a return to Lessee of $22,090 per month, and (8) for
each month prior to the  commencement  for the fourth Lease Year,  an additional
return to Lessee of $6,750 per month. All Base Rent not payable  currently shall
earn  interest  at the  rate  of  10%  per  annum,  compounded  annually-at  the
commencement  of each Lease Year, from the date it would otherwise have been due

                                       10

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until paid and shall be payable at the time of any sale of the Hotel or from the
net proceeds of any refinancing or further financing of Lessee's interest in the
Hotel after payment of all costs of such  financing  and, if required by the new
lender,  the repayment in full of all debt then secured by Lessee's  interest in
the  Hotel or by the  Premises.  In the event  Lessee  exercises  its  option to
purchase the Premises pursuant to paragraph 5 below, any accrued and unpaid Base
Rent, and the interest thereon, shall be added to the Option Price. In all other
events (subject to the set-off rights hereinafter set forth), the full amount of
any accrued and unpaid Base Rent,  including any interest thereon,  shall be due
and payable upon expiration or earlier termination of the Lease.

         (h)  Notwithstanding  any other  provision  of this  paragraph 3 to the
contrary,  Lessee  shall have the right to set off against all Base Rent payable
on a current or deferred basis pursuant to  subparagraphs  (a) and (g) above any
sums advanced by Lessee to the holder of the Existing Deed of Trust  pursuant to
paragraph  14 and against  all  accrued,  current  and future Base Rent  payable
pursuant to subparagraph (g) above any sums not paid when due under the terms of
the Guaranty  described in Article VIII of the Purchase  Agreement  and any sums
advanced  by Lessee to the  holder of the  Existing  Deed of Trust  pursuant  to
paragraph  14, in each case with  interest on such amount at the rate of 10% per

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annum, compounded-annually at the commencement of each Lease Year, from the date
advanced  by Lessee or due from Lessor  until  set-off  against  Base Rent as it
accrues.

                  (i) Lessor and Lessee intend that the Base Rent and Additional
Rent payable  under this Lease shall be an absolute net return to Lessor for the
Lease  term,  free  from any  expense,  charge  or other  deduction  or  set-off
whatsoever except as expressly provided for in subparagraph (h) above.

         4.       Additional Rent

         (a) Lessee  covenants  and agrees to pay and  discharge,  as additional
rent (the  "Additional  Rent") for the  Premises  during the entire term of this
Lease, before delinquent,  all taxes,  assessments,  water rents, sewer rentals,
utility rates and fees,  levies or other charges,  general,  special,  ordinary,
extraordinary and otherwise, of every kind and character which are or may during
the term of this Lease be levied,  charged,  assessed or imposed upon or against
the Premises or any buildings or improvements which are now or hereafter located
thereon,  or against any of Lessee's  personal property now or hereafter located
thereon,  or which may be levied,  charged,  assessed or imposed upon or against
the fee or  leasehold  estate  created  hereby,  or which may be levied  upon or
measured by the rental payable  hereunder,  including  without  limitation,  any
gross receipts tax levied by the City of Nashville,  the County of Davidson, the

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State of Tennessee,  the Federal  government or any other governmental body with
respect to  receipt of such  rental by  Lessors  Lessee  will  deliver to Lessor
annually,  or at such lesser  intervals  as may be required by the holder of the
Existing  Deed of Trust (as  defined  in  paragraph  14  hereof),  receipts,  or
duplicates  thereof,   evidencing  payment  before  delinquent  of  such  taxes,
assessments  and other  charges and will at all times save Lessor  harmless from
the payment thereof or the payment of any claims or demands becoming  chargeable
against or payable in respect of the Premises or any  buildings or  improvements
which are now or hereafter located thereon, or the use and occupancy thereof. At
the  commencement  and at the  end  of the  term  of  this  Lease,  such  taxes,
assessments  and other  charges to be paid by Lessee  shall be  prorated  on the
basis of the fiscal year of the taxing  authority  in  question so that,  at the
commencement  and at the end of the term of this  Lease,  as to any such  taxes,
assessments and other charges levied or assessed for a fiscal year preceding the
commencement or extending beyond the end of such term, Lessee will pay only such
proportion of such taxes,  assessments  and other charges as the portion of such
fiscal year following the  commencement and preceding the end of such term bears
to the entire fiscal year.

         (b) Anything herein to the contrary  notwithstanding,  Lessee shall not
be required to pay any  franchise,  capital levy or transfer tax with respect to

                                       13

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any sale or transfer of Lessor's interest in the Premises, or any net income tax
measured by the income of Lessor from all sources,  or any tax which may, at any
time  during  the  term of this  Lease,  be  required  to be paid on any gift or
demise,  deed,  mortgage,  descent or other alienation of any part or all of the
estate of Lessor in and to the  Premises,  except as  hereinafter  provided.  If
Lessee shall be required by law to pay, and pursuant  thereto does pay, any tax,
assessment  or  charge  specified  in  this  subparagraph  4(b),  Lessor  shall,
immediately  upon request,  reimburse  Lessee for any such  payments;  provided,
however, that if at any time during the term hereof under the laws of the United
States of America  or any state or  political  subdivision  thereof in which the
Premises  are  situate a tax on rent or other  tax,  assessment  or  charge,  by
whatever name called, is levied,  assessed or imposed against Lessor on the rent
payable hereunder to Lessor as a substitute in whole or in part for any existing
tax or other  charge on real  estate or as an  additional  tax or charge on real
estate,  Lessee  shall pay such tax,  assessment  or other charge as soon as the
same becomes due and payable.

         (c) Subject to the  provisions of  subparagraph  19(a)  hereof,  Lessor
shall  have the  right,  but not the  obligation,  at all times  during the term
hereof to pay any taxes, assessments or other charges levied or assessed upon or
against the Premises or any buildings or improvements which are now or hereafter

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located thereon,  and to pay, cancel and clear off all tax sales, liens, charges
and claims upon or against the Premises or any buildings or  improvements  which
are now or hereafter located thereon,  and to redeem the Premises from the same,
or any of them, from time to time,  without being obligated to inquire as to the
validity of the same. Any sum so paid by Lessor shall become Additional Rent due
and  payable by Lessee  within ten (10) days  following  receipt of notice  from
Lessor.

         (d) All sums  advanced by Lessor  pursuant to this  paragraph 4 and any
sums  advanced  by Lessor  pursuant to any other  provision  of this Lease shall
constitute Additional Rent and shall earn interest at a rate equal to the lesser
of two percent (2%) in excess of the  reference  rate or other base rate then in
effect as  announced  by Bank of America  N.T.& S.A. at its San  Francisco  main
office for unsecured  commercial loans or the maximum rate of interest permitted
by applicable law from the date due until paid.

         5.       Lessee's Option to Purchase the Premises

         (a) Lessor hereby grants to Lessee an exclusive and irrevocable  option
(the  "Option") to purchase the  Premises,  for the price and upon the terms and
conditions specified in this paragraph 5, at any time prior to the expiration of
this Lease. Lessee may exercise the Option at any time prior to March 1, 2049 by

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giving  Lessor  written  notice of exercise of the Option.  Upon exercise of the
Option by Lessee,  Lessor  shall be  obligated  to sell and convey to Lessee and
Lessee shall be obligated to purchase from Lessor the Premises for the price and
upon the terms and  conditions  specified  in this  paragraph 5. As used in this
paragraph 5, "Closing  Date" shall mean the date ninety (90) days  following the
date of written  notice of the  exercise of the Option  unless an earlier  date,
which shall be not less than thirty (30) days  following the date of the notice,
is  specified  in the notice of exercise.  Lessee  acknowledges  that Lessor may
elect to convey the Premises to Lessee  pursuant to this  paragraph 5 as part of
an exchange  under  Section 1031 of the Internal  Revenue Code, or its successor
section,  and  agrees  to  cooperate  with  Lessor in  connection  with any such
exchange,  provided  that  Lessee  shall not be  required  to take  title to any
property other than the Premises,  Lessor shall indemnify Lessee against any and
all costs, claims,  damages or causes of action arising out of such exchange and
the  exchange  shall not delay the closing for more than three days or otherwise
vary the terms of the transaction  contemplated herein.  Lessee agrees to advise
Lessor when it enters into good faith  negotiations  with respect to any sale or
refinancing of the Hotel which would involve Lessee's purchase of the Premises.

         (b) Lessee  shall pay to Lessor,  as the total  purchase  price for the

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Premises  (the  "Option  Price"),  cash in an amount equal to the sum of (i) the
base Option  Price on the Closing  Date,  which shall be an amount  equal to the
base  Option  Price  shown on  Exhibit C  attached  hereto  for the  Lease  Year
immediately  preceding  the Lease  Year in which  the  closing  occurs  plus the
product of the scheduled  increase in the Option Price for the year in which the
closing  occurs  times a fraction  the  numerator of which is the number of days
elapsed between the  commencement of the then current Lease Year and the Closing
Date and the  denominator  of the which is 365  (subject  to  adjustment  of the
scheduled base Option price pursuant to paragraph 20(b) hereof),  (ii) an amount
equal to 10% per annum of the  increase  in the base  Option  Price for the full
Lease Year  immediately  preceding  the Lease Year in which the  closing  occurs
calculated  from the first day of the then  current  Lease  Year to the  Closing
Date,  (iii) any unpaid Base Rent or  Additional  Rent accrued as of the Closing
Date (after adjustment for any set-offs  permitted  hereunder or under the terms
of the Guaranty described in Article VIII of the Purchase  Agreement),  and (iv)
an amount equal to 10% per annum,  compounded  annually at the  commencement  of
each Lease Year, from the date the obligation  arose to the Closing Date of item
(iii) above, less the sum of (w) any amounts due under the terms of the Guaranty
which are not offset by Base Rent which has accrued and remains unpaid as of the
Closing Date, (x) any amounts  advanced to cure defaults under or to pay in full

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the  indebtedness  secured by the Existing Deed of Trust and not set-off against
accrued Base Rent, (y) interest on the amounts set forth in (w) and (x) above at
the rate of 108 per annum, compounded annually at the commencement of each Lease
Year, from the date the obligation arose to the Closing Date and (z) the amount,
if any, then owing under the note given by the holder of the Purchase Money Note
to Lessee  pursuant  to  Section  12.2(a) of the  Purchase  Money Deed of Trust.
Purchase  of the Land by Lessee  pursuant to this  paragraph 5 shall  satisfy in
full and  discharge  the  obligations  of the holder of the Purchase  Money Note
under  the note  and  deed of  trust  evidencing  and  securing  the  obligation
described in Section 12.2(a) of the Purchase Money Deed of Trust.

         (c) The purchase and sale of the Premises  will close through an escrow
opened by Lessee with a title insurance company (title Company)  qualified to do
business  in the  State  of  Tennessee  and  located  in the  City of  Nashville
designated by Lessee. Prior to the Closing Date, Lessor and Lessee shall deposit
in escrow with Title  Company all  documents  and funds  necessary  to close the
purchase  and sale  hereunder,  together  with  escrow  instructions  consistent
herewith,  and the escrow shall close on the date upon which such  deposits have
been made.  Lessor shall  convey to Lessee by warranty  deed fee simple title to
the Premises  (or such  portion  thereof as shall not have been taken by eminent
domain in the  event of such taking  prior  to the Closing Date),  subject  only

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to (i) the lien of taxes,  assessments or other charges  payable by Lessee under
paragraph 4 hereof, (ii) such matters, except the Existing Deed of Trust and the
Purchase  Money Deed of Trust if the  Purchase  Money Note has then been paid in
full, as are set forth in the policy of title insurance issued to Lessee,  as of
the date  hereof,  by Southern  Title  Insurance  Company,  and (iii) such other
matters as may be created,  suffered to be created or  consented to by Lessee or
by Lessor at Lessee's request (collectively,  the "Permitted  Exceptions"),  and
shall  assign to Lessee any eminent  domain  award with  respect to the Premises
which has not been previously paid to Lessor.  Lessee shall be released from all
obligation to Lessor under this paragraph 5 unless,  on the Closing Date,  Title
Company  shall be  willing  to issue to Lessee  its ALTA form  policy of owner's
title insurance,  in the amount of the Option Price,  insuring Lessee that title
to the Premises is vested in Lessee,  subject  only to the matters  specified in
this subparagraph 5(c),  provided that Lessor shall have the right to extend the
Closing Date for not more than 30 days  following  notice from the Title Company
of the existence of a title defect or exception other than a Permitted Exception
in order to cure or attempt to cure such defect.

         (d) The cost of the premium for the title  insurance  policy  issued to
Lessee on the  Closing  Date shall be paid  one-half  by Lessee and  one-half by

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Lessor.  The transfer tax payable in respect of conveyance of the Premises shall
be paid by Lessor;  provided,  however,  that any  increase in the  transfer tax
attributable  to an  increase in the rate of such tax above such amount as would
be  charged  if the  Closing  Date  were as of the date  hereof  shall be shared
equally by Lessor and Lessee. Escrow fees shall be paid one-half (1/2) by Lessor
and  one-half  (1/2) by Lessee.  All other costs of closing the escrow  shall be
borne in accordance with the custom then prevailing in the City of Nashville.

         (e) If the escrow is not closed on or before  the  Closing  Date (as it
may be extended  pursuant to  subparagraph  (c) above),  without  affecting  the
obligations  and  liabilities of either Lessor or Lessee  hereunder,  the escrow
shall  terminate  and Title Company shall return to each party all documents and
funds  deposited  by such party in  escrow,  unless  Lessor and Lessee  agree in
writing to extend the Closing Date.

         6.       Quiet Enjoyment
Lessor  covenants  that upon  payment by Lessee of the rent herein  reserved and
upon  performance and observance by Lessee of all of the  agreements,  covenants
and  conditions  herein  contained  on the part of  Lessee to be  performed  and
observed,  and subject to the exceptions to title set forth in subparagraph 5(c)
above,  Lessee shall  peaceably  hold and quietly enjoy the Premises  during the

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entire term of this Lease without  hindrance,  molestation  or  interruption  by
Lessor or by anyone lawfully or equitably claiming by, through or under Lessor.

7.       Use

         (a)  Lessee  shall  have the right to use the  Premises  for any lawful
purpose;  provided,  however,  in no event  shall the  Premises  be used for any
purpose or use (nor shall any activity be carried on upon the Premises) which in
any manner causes, creates or results in a nuisance or violates the terms of any
instrument or obligation  affecting the Premises,  including without  limitation
any  deed of  trust,  mortgage  or  other  security  interest  now or  hereafter
constituting a lien or encumbrance  on the Premises,  and provided  further that
Lessor shall have the right, in its sole discretion, to disapprove any change in
use which reduces the value of either the Premises or the Improvements, as~those
values may be determined separately, or any use involving the use and/or storage
of  hazardous,   toxic  or  radioactive  materials   (collectively,   "Hazardous
Materials")  except in a manner which is  incidental  to and  necessary  for the
operation of a use which is otherwise permitted hereunder.

         (b) Lessee shall not bring onto the Premises  any  Hazardous  Materials
not reasonably required for or incident to the normal operations of the Hotel or
any other  permitted  use and shall  strictly  comply with all  statutes,  laws,
ordinances, rules, regulations and precautions now or hereafter mandated by  any

                                       21

<PAGE>



federal,  state,  local or other  governmental  agency with  respect to the use,
generation,  storage or disposal of  Hazardous  Materials  and hereby  agrees to
indemnify,  defend  and hold  Lessor  harmless  from  and  against  all  claims,
liabilities,  losses, damage or cost arising out of the use, generation, storage
or disposal of Hazardous  Materials by Lessee or any person claiming  through or
under Lessee (other than any acts or omissions of A & N Management  Group,  Inc.
("A & N") for which Lessee has no duty to indemnify A & N under the terms of the
Management  Agreement).  Lessor  represents  and warrants to Lessee that, to the
best of Lessor's  knowledge,  the Premises are presently in full compliance with
all  environmental  laws,  ordinances,  rules and  regulations  and there are no
Hazardous  Materials  on the  Premises  other  than  those  used  in the  normal
operations of a hotel.  Lessee  acknowledges  that it has been advised by Lessor
that Lessor has  conducted no soils or other tests for the presence of Hazardous
Materials on the Premises.  Lessor  hereby agrees to indemnify,  defend and hold
Lessee harmless from and against all claims, liabilities, losses, damage or cost
arising  out of the  use,  generation,  storage,  disposal  or  presence  of any
Hazardous  Materials  on the  Premises  attributable  to any period prior to the
commencement of this Lease. The indemnities  contained in this paragraph 7 shall
survive the termination of this Lease. 

8. Title to Buildings and Improvements

                                       22

<PAGE>



         (a) Title to the Improvements  and to all other  buildings,  structures
and  improvements  that may from  time to time  exist  on the  Premises  and all
furniture,  fixtures, equipment and other personal property that are now, or may
from  time to time  be,  used or  intended  to be used in  connection  with  the
Premises shall be and remain in Lessee until the termination of this Lease. Upon
the  termination  of  this  Lease,  title  to the  Improvements  and  any  other
buildings,  structures  and  improvements  constituting  real  property  and any
easements for access, main tenance, use and support for such Improvements, shall
pass  to and  vest in  Lessor  without  cost or  charge  to it.  All  furniture,
fixtures,  equipment and other personal property used by Lessee in the operation
of the Hotel or any other  business  conducted on the Premises  shall remain the
property of Lessee and shall be removed by Lessee  from the  Premises at the end
of the term of the Lease.

         (b) Lessee shall on  termination  of this Lease execute and deliver any
and all deeds, bills of sale,  assignments and other documents which in Lessor's
sole  judgment may be necessary or  appropriate  to transfer,  to evidence or to
vest  in  Lessor  clear  title  to the  Improvements  and all  other  buildings,
structures  and  improvements  located  on the  Premises  at the  time  of  such
termination.

         9.       Permits, Licenses, Hotel Franchise Agreement.

 
                                       23

<PAGE>



         (a) Lessor will from time to time during the term of this Lease execute
and deliver  all  applications  for  permits,  licenses or other  authorizations
relating to the Premises  required by any  municipal,  county,  state or Federal
authorities,  or required in connection with the  construction,  reconstruction,
repair or alteration of any buildings or improvements  now or hereafter  located
on the  Premises.  Lessor  will from time to time  during the term of this Lease
execute,  acknowledge  and  deliver  any and all  instruments  required to grant
rights-of-way  and  easements  in  favor of  municipal  and  other  governmental
authorities or public utility  companies  incident to the  installation of water
lines,  fire  hydrants,  sewers,  electricity,  telephone,  gas, steam and other
facilities  and utilities  reasonably  required for the use and occupancy of the
Premises.  Lessor's  obligations pursuant to this paragraph 9 are subject to and
limited  by the use  restrictions  set  forth in  paragraph  7 and the  approval
requirements  of  paragraph  11 of  this  Lease.  Lessee  shall  pay  all  costs
associated with any permits,  licenses or other instruments  referred to in this
paragraph,  provided  that,  in the  event  such  costs or fees  must be paid by
Lessor,  Lessee shall reimburse Lessor for any sums advanced by Lessor within 10
days  following  receipt of notice from Lessor and all such amounts  advanced by
Lessor shall be Additional Rent hereunder.

         (b) For so long as the  Premises  is used for  hotel  purposes,  Lessee

                                       24

<PAGE>



shall  operate  the  hotel  located  on the  Premises  pursuant  to a  franchise
agreement with Residence Inns by Marriott or another  national hotel  franchisor
selected by Lessee,  in Lessee's sole discretion,  and shall perform in a timely
manner all of the obligations of the franchisee thereunder.  Notwithstanding the
foregoing,  Lessee  shall  have no  obligation  to  enter  into a new  franchise
arrangement if the then existing  franchise  agreement is terminated as a result
of any  failure  by A & N  Management  Group,  Inc.  ("A & N.") to  perform  the
franchisee's  obligations  thereunder  as  and  to the  extent  required  by the
Management Agreement between Lessee and A & N.

         10.      Repairs, Governmental Regulations and Waste

         (a) Lessee  shall,  during the term of this Lease,  at its own cost and
expense and without any cost or expense to Lessor:

                  (i) Keep and maintain all buildings and improvements
now or hereafter located on the Premises and all  appurtenances  thereto in good
and neat condition, order and repair and shall allow no nuisances to exist or be
maintained  therein.  Lessee  shall  likewise  keep and  maintain  the  grounds,
sidewalks,  roads and parking and landscaped  areas in good and neat  condition,
order  and  repair.   Lessor  shall  not  be  obligated  to  make  any  repairs,
replacements  or renewals of any kind,  nature or description  whatsoever to the
Premises or any buildings or improvements now or hereafter located thereon; and


                                       25

<PAGE>



         (ii) Comply with and abide by all Federal, state, county, municipal and
other governmental statutes, ordinances, laws, regulations, requirements, orders
and  rulings  then  in  effect   affecting  the  Premises,   all  buildings  and
improvements now or hereafter  located thereof,  or any activity or condition on
or in the Premises.

         (b)  Lessee  agrees  that it will not  commit or permit  waste upon the
Premises.

         11. Improvements,  Changes, Alterations,  Demolition and Replacement by
Lessee

         (a) Subject to the  limitations on use set forth in paragraph 7 hereof,
Lessee shall have the right at any time and from time to time during the term of
this  Lease to make such  improvements  to the  Premises  and such  changes  and
alterations,  structural or otherwise, to any buildings, improvements,  fixtures
and equipment on the Premises,  including demolition of any or all buildings and
improvements now or hereafter  located on the Premises and replacement  thereof,
as Lessee shall deem necessary or desirable.

         (b) All  improvements,  changes and alterations  (other than changes or
alterations of movable trade fixtures and  equipment)  pursuant to  subparagraph
(a) above shall be undertaken  in all cases subject to the following  conditions
which Lessee covenants to observe and perform:

         (i)  no  improvement,  change  or  alteration,  and no  demolition  and

                                       26

<PAGE>



replacement,  shall be undertaken until Lessee shall have procured and paid for,
so far as the same may be required  from time to time,  all  municipal and other
governmental permits and authorizations of the various municipal departments and
governmental subdivisions having jurisdiction,  and Lessor agrees to join in the
application  for  such  permits  or  authorizations   whenever  such  action  is
necessary.

                  (ii)  no  improvement,   change  or  alteration  involving  an
estimated  cost of more than One Hundred  Thousand  Dollars  ($100,000),  and no
demolition  and  replacement,  shall be undertaken  until Lessor shall have been
furnished  by  Lessee  with  evidence  reasonably  acceptable  to  Lessor of the
availability of funds  necessary to complete such work or, at Lessee's  expense,
with a contractor's  performance  and a labor and material  payment bond, in the
principal amount of such estimated cost,  naming Lessor as obligee and issued by
a surety company authorized to do business in Tennessee.

                  (iii) All contracts  for amounts in excess of $25,000  entered
into by Lessee for and work in  connection  with any  demolition,  improvements,
changes or  alterations  involving  an  estimated  cost of more than One Hundred
Thousand  Dollars  ($100,000) shall provide that, in the event of termination of
this Lease,  Lessor shall have the right to assume all Lessee's  obligations and
succeed to  all Lessee's  rights under such contract without  charge or penalty.

                                       27

<PAGE>



                  (iv)  All  improvements,  changes  and  alterations,  and  any
demolition and  replacement,  when completed,  shall be of such a character that
the value of the buildings and  improvements on the Premises  immediately  after
any such improvement,  change, alteration or demolition and replacement shall be
equal to or greater  than the value of the  buildings  and  improvements  on the
Premises  immediately  before  any  such  improvement,   change,  alteration  or
demolition and replacement.

                  (v) All work done in connection with any improvement,  change,
alteration or demolition  and  replacement  shall be done promptly and in a good
and  workmanlike  manner and in compliance  with all laws,  ordinances,  orders,
rules,  regulations  and  requirements  of  all  Federal,  state  and  municipal
governments and the appropriate  departments,  commissions,  boards and officers
thereof,  and in  accordance  with  the  orders,  rules  regulations  and of the
appropriate  Fire  Rating  Bureau  or  any  other  body  hereafter   constituted
exercising  similar  functions.  All such  work  shall  be at the sole  cost and
expense  of Lessee  and,  upon  completion  thereof,  shall be  (subject  to the
provisions  of  paragraphs  14 and 15  hereof)  free and  clear of all liens and
encumbrances of any nature whatsoever, including mechanics' liens. The work with
respect to any  improvement,  change,  alteration or demolition and  replacement
shall be prosecuted with reasonable dispatch,  delays due to strikes,  lockouts,

                                       28

<PAGE>



acts of God,  inability  to obtain  labor,  materials  or  energy,  governmental
restrictions or similar causes beyond the reasonable control of Lessee excepted.
In  addition  to the  insurance  coverage  referred  to in  paragraph  17 below,
workmen's  compensation  insurance  covering all persons  employed in connection
with the work and with respect to whom death or injury  claims could be asserted
against Lessor, Lessee or the Premises,  and Owner's Protective policy coverage,
naming  Lessor with limits of not less than One  Million  Dollars  ($1,000,000),
shall be maintained by Lessee,  at Lessee's sole cost and expense,  at all times
when  any  work is in  process  in  connection  with  any  improvement,  change,
alteration or demolition and  replacement.  All such insurance shall be obtained
and kept in force as otherwise provided in paragraph 17 below.

         (c) NOTICE:  Notice is hereby given to the public that Lessor shall not
be  liable  for any  claims of  mechanics,  journeymen,  supplymen  or of anyone
working on their behalf for work  performed on the Premises by or on behalf,  or
at the direction of Lessee.

         12.      Damage or Destruction

         (a) Except as provided in subparagraph  (c) below, no loss or damage by
fire or other  cause  required to be insured  against  hereunder,  resulting  in
either  partial or total  destruction  of any  building  or  improvement  on the
Premises,  shall  operate to  terminate  this Lease,  or to relieve or discharge

                                       29

<PAGE>



Lessee  from the payment of rents or other  amounts  payable  hereunder  as they
become due and payable,  or from the  performance  and  observance of any of the
agreements,  covenants and conditions  herein contained on the part of Lessee to
be performed and observed.

         (b) If any  buildings  or  improvements  located on the Premises at any
time  during the term of this Lease  shall be  damaged or  destroyed  by fire or
other  cause and Lessee  does not elect to  purchase  the  Premises  pursuant to
subparagraph  12(c) below,  then Lessee,  with all reasonable  diligence,  shall
repair  reconstruct  or replace  such  buildings or  improvements  upon the same
general  plans and  dimensions  as before the  occurrence  of such fire or other
cause or with such  changes or  alterations  as may be made in  conformity  with
paragraph 11 hereof. All such repair,  reconstruction or replacement shall be at
the sole cost and  expense of Lessee  and,  upon  completion  thereof,  shall be
(subject to the provisions of paragraphs 14 and 15 hereof) free and clear of all
liens and encumbrances of any nature whatsoever, including mechanics' liens.

         (c) If any buildings or  improvements  now or hereafter  located on the
Premises  are totally or  substantially  destroyed by a cause not required to be
insured against hereunder, or if the insurance proceeds available for rebuilding
are insufficient to pay the entire cost of such rebuilding, Lessee shall, at its

                                       30

<PAGE>



option, either repair,  reconstruct or replace such buildings or improvements in
accordance with  subparagraph  12(b) above or elect to purchase the Premises for
the  price and on the terms  set  forth in  paragraph  S above by giving  Lessor
written  notice  thereof within ninety (90) days after such total or substantial
destruction.  Should Lessor and Lessee for any reason disagree as to whether any
destruction  of such  buildings or  improvements  is total or  substantial,  the
matter shall be determined by arbitration in the manner provided in paragraph 32
hereof.

         13.      Assignment and Subletting

         (a) Subject to the provisions of paragraph 15 hereof,  Lessee shall not
assign this Lease, or any interest therein,  whether voluntarily or by operation
of law, or sublease all or substantially all of the Premises,  without the prior
written  consent  of Lessor,  which may be  withheld  by Lessor in its  absolute
discretion.  Lessor and Lessee have  specifically  bargained for this provision,
and Lessee  acknowledges and agrees that Lessor would not have entered into this
Lease without  retaining the absolute,  unfettered right to withhold its consent
to any assignment of this Lease or to a sublease of all or substantially  all of
the Premises for any reason or no reason  whatsoever.  Lessee  acknowledges that
this provision is of the essence of this Lease.

         (b) Lessee shall have the right,  in the regular and ordinary course of

                                       31

<PAGE>



its  business  of  maintaining  and  operating  the Hotel or the  buildings  and
improvements  now or hereafter  located on the  Premises,  to let rooms to Hotel
guests  and to  sublease  any  offices,  spaces or  related  facilities  in such
buildings and improvements to individual  occupancy users in the ordinary course
of business  (including,  without  limitation,  extended  stay hotel  guests) as
Lessee shall deem appropriate without Lessor's prior consent.

         14.      Mortgage of Fee.
Lessee hereby agrees that the leasehold interest created herein shall be subject
and subordinate to the Existing Deed of Trust (sometimes hereinafter referred to
as the "Fee Mortgage") in favor of Savers Federal  Savings and Loan  Association
(the "Fee  Lender").  Lessor  shall be  obligated  to make all  payments  and to
perform all  covenants of the debtor  under the terms of the  Existing  Note and
Existing Deed of Trust except those  covenants  which relate to the operation of
the Hotel or which  otherwise  can be performed  only by the owner of the Hotel,
provided  that Lessor  shall be excused  from such  obligation  hereunder in the
event and to the extent  that Lessee  shall have failed to perform any  parallel
obligation  under the Purchase  Money Note or the Purchase  Money Deed of Trust.
Lessor shall also be obligated to deliver to Lessee at such time as the Purchase
Money Noteis paid or otherwise  discharged  in full a deed of trust  encumbering

                                       32

<PAGE>



the Land as security for the  performance  of the  obligations  of Lessor or its
successor  holder of the Purchase Money Note,  which are described more fully in
Section  12.2(a) of the Purchase  Money Deed of Trust.  Lessee shall perform all
covenants of the debtor set forth in the Existing  Deed of Trust which relate to
the operation of the Hotel or which otherwise can be performed only by the owner
of the Hotel and shall take no action with  respect to the Hotel or the Premises
which would give rise to an event of default  under the Existing  Deed of Trust.
If Lessor fails  timely to make any payments due under the Existing  Note or the
Existing  Deed of Trust,  is otherwise in default under the Existing Note or the
Existing Deed of Trust or fails timely to pay in full the principal  balance and
any accrued  interest under the Existing Note upon receipt of payment in full or
other  discharge of the Purchase  Money Note, and Lessee shall not be in default
of any parallel  obligation in the Purchase Money Note or Purchase Money Deed of
Trust,  Lessee  shall have the right to cure such default or to pay such balance
and, at Lessee's sole election, to set-off any sums so advanced against the Base
Rent  otherwise due hereunder or to reduce the Option Price by such amount.  If,
at any time  during the term of this  Lease,  Lessee  shall be  entitled to make
payments on the  Existing  Note  directly to the Fee Lender  (whether or not the
Purchase Money Note shall then remain in effect) and Lessee fails timely to make
any such  payment,  Lessor shall have the right to advance such funds to the Fee

                                       33

<PAGE>



Lender and any sums so advanced shall become  Additional Rent hereunder  payable
within ten (10) days following receipt of notice from Lessor.

         15.      Mortgage of Leasehold

         (a)  Concurrently  herewith,  Lessor  and  Lessee  shall  enter  into a
Purchase  Money Deed of Trust  encumbering  Lessee's  interest in the  leasehold
created by this Lease.

         (b) Lessee shall have the right at any time, subject to the limitations
on prepayment  contained in the Purchase  Money Note and Purchase  Money Deed of
Trust and provided  that the  financing is on terms no less  favorable to Lessee
than the terms  generally  available at the time for similar  properties  and is
made by an institutional lender having assets of not less than $500,000,000,  to
refinance the Purchase Money Note or to enter into any further  financing of the
Hotel,  on such  terms  as  Lessee  may deem  appropriate,  and,  in  connection
therewith,  to grant to the lender a security  interest  in  Lessee's  leasehold
interest  in the  Premises.  Each  of the  foregoing  security  interests  shall
hereafter  be  referred  to as a  "Leasehold  Mortgage"  and the  holder  of the
Leasehold Mortgage shall be referred to as the "Leasehold Lender."

         16.  Protection  of Leasehold  Lender.  During the  continuance  of any
Leasehold Mortgage and until such time as the lien of the Leasehold Mortgage has
been extinguished:

                                       34

<PAGE>



         (a) Except as otherwise expressly provided in this paragraph 16, Lessor
shall not accept any  surrender of this Lease,  nor shall Lessor  consent to any
amendment or  modification  of this Lease,  without the prior written consent of
Leasehold Lender.

         (b)  Notwithstanding  any  default  by  Lessee  in the  performance  or
observance of any agreement,  covenant or condition of this Lease on the part of
Lessee to be performed or observed, Lessor shall have no right to terminate this
Lease unless an event of default shall have occurred and be  continuing,  Lessor
shall have given Leasehold  Lender written notice of such event of default,  and
Leasehold  Lender shall have failed to remedy such  default or acquire  Lessee's
leasehold  estate  created hereby or commence  foreclosure or other  appropriate
proceedings  in the  nature  thereof,  all as set forth in,  and within the time
specified by, this paragraph 16.

         (c)  Should any event of default  under  this  Lease  occur,  Leasehold
Lender  shall have sixty (60) days after  receipt of written  notice from Lessor
setting  forth the nature of such event of default,  and, if the default is such
that  possession  of the  Premises  may be  reasonably  necessary  to remedy the
default,  a reasonable  time after the expiration of such sixty (60) day period,
within which to remedy such default,  provided  that (i) Leasehold  Lender shall
have fully  cured any  default in the  payment of any  monetary  obligations  of

                                       35

<PAGE>



Lessee under this Lease within such sixty (60) day period and shall  continue to
pay currently  such monetary  obligations  as and when the same are due and (ii)
Leasehold Lender shall have acquired Lessee's leasehold estate created hereby or
commenced  foreclosure  or other  appropriate  proceedings in the nature thereof
within such period,  or prior thereto,  and is diligently  prosecuting  any such
proceedings.  All right of Lessor to  terminate  this Lease as the result of the
occurrence  of any such event of default  shall be subject  to, and  conditioned
upon, Lessor having first given Leasehold Lender written notice of such event of
default and  Leasehold  Lender  having  failed to remedy such default or acquire
Lessee's  leasehold  estate  created  hereby or  commence  foreclosure  or other
appropriate  proceedings  in the  nature  thereof as set forth in and within the
time specified by this subparagraph 16(c).

         (d) Any event of default  under this Lease which cannot be cured by the
payment of money and which in the nature thereof cannot be remedied by Leasehold
Lender  shall be deemed to be  remedied  if (i)  within  sixty  (60) days  after
receiving  written  notice from Lessor setting forth the nature of such event of
default,  or prior  thereto,  Leasehold  Lender  shall  have  acquired  Lessee's
leasehold  estate created  hereby or shall have  commenced  foreclosure or other
appropriate  proceedings  in the nature  thereof,  (ii)  Leasehold  Lender shall

                                       36

<PAGE>



diligently  prosecute any such  proceedings to completion,  and (iii)  Leasehold
Lender shall have fully cured any default in the payment and  performance of any
monetary  or  other  obligations  of  Lessee  hereunder  which  do  not  require
possession  of the  Premises  within  such  sixty  (60)  day  period  and  shall
thereafter continue to faithfully perform all such monetary obligations which do
not require possession of the Premises, and (iv) after gaining possession of the
Premises  performing all other  obligations of Lessee  hereunder as and when the
same are due.

         (e) If  Leasehold  Lender is  prohibited  by any process or  injunction
issued by any court or by reason of any action by any court having  jurisdiction
of any bankruptcy or insolvency  proceeding  involving Lessee from commencing or
prosecuting  foreclosure or other appropriate  proceedings in the nature thereof
the times  specified in  subparagraph  16(c) and 16(d) above for  commencing  or
prosecuting  such  foreclosure  or other  proceedings  shall be extended for the
period of such  prohibition;  provided  that  Leasehold  Lender shall have fully
cured any default in the payment of any  monetary  obligations  of Lessee  under
this Lease and shall continue to pay currently such monetary  obligations as and
when the same fall due.

         (f) Lessor shall mail or deliver to Leasehold  Lender a duplicate  copy
of any and all notices in writing  which Lessor may from time to time give to or

                                       37

<PAGE>


serve upon Lessee pursuant to the provisions of this Lease,  and such copy shall
be mailed or delivered  to  Leasehold  Lender at, or as near as possible to, the
same time such  notices  are given or served by  Lessor.  No notice by Lessor to
Lessee  hereunder  shall be deemed to have been  given  unless  and until a copy
thereof shall have been mailed to delivered to Leasehold Lender.

         (g)  Foreclosure  of the Leasehold  Mortgage,  or any sale  thereunder,
whether  by  judicial  proceedings  or by virtue of any power  contained  in the
Leasehold  Mortgage,  or any  conveyance of the leasehold  estate created hereby
from Lessee to Leasehold  Lender  through,  or in lieu of,  foreclosure or other
appropriate  proceedings  in the nature thereof shall not require the consent of
Lessor or constitute a breach of any provision of or a default under this Lease,
and upon-such  foreclosure,  sale or conveyance Lessor shall recognize Leasehold
Lender, or any other foreclosure sale-purchaser (but not any purchaser from such
other foreclosure sale purchaser),  as Lessee hereunder.  In the event Leasehold
Lender  becomes  Lessee under this Lease,  Leasehold  Lender shall be personally
liable  for the  obligations  of Lessee  under this Lease only for the period of
time that Leasehold  Lender remains Lessee,  and Leasehold Lender shall have the
right to assign this Lease thereafter without any restriction  otherwise imposed
on Lessee by paragraph 13 hereof,  provided  that  Leasehold  Lender's  assignee

                                       38

<PAGE>



shall agree in writing to assume all of the obligations of Lessee  hereunder and
provided further that any further  assignment shall be subject to the provisions
of paragraph 13.

         (h) Should  Lessor  terminate  this  Lease by reason of any  default by
Lessee  hereunder,  Lessor shall, upon written request by Leasehold Lender given
within thirty (30) days after such termination,  immediately execute and deliver
a new lease of the Premises to  Leasehold  Lender,  or its  nominee,  purchaser,
assignee or  transferee,  for the  remainder  of the term of this Lease with the
same agreements,  covenants and conditions  (except for any  requirements  which
have been fulfilled by Lessee prior to termination) as are contained  herein and
with priority equal to that hereof;  provided,  however,  that Leasehold  Lender
shall  promptly  cure any  defaults of Lessee  susceptible  to cure by Leasehold
Lender.

         (i) Lessor shall not be obligated to recognize any party as a Leasehold
Lender  hereunder until Lessor receives actual notice of the name and address of
such  lender.  Lessor and Lessee will  cooperate  in  including in this Lease by
suitable  amendment  from time to time any  provision  which may  reasonably  be
necessary to implement the provisions of this paragraph 16;  provided,  however,
that such  amendment  shall not in any way affect the term  hereby  demised  nor
affect adversely in any material respect any rights of Lessor under this Lease.

         17.      Property and Liability Insurance

                                       39

<PAGE>



         (a) Lessee shall, at its sole expense,  obtain and keep in force during
the term hereof "all risk" insurance  (excluding  earthquake  insurance)  naming
Lessor,  the Fee Lender,  the Leasehold  Lender and such other parties as Lessor
may designate as an additional insureds thereunder, in the customary form in the
City of Nashville for buildings and  improvements of similar  character,  on all
buildings and improvements now or hereafter located on the Premises,  and on all
machinery, furniture, fixtures and equipment located therein. the amount of such
insurance  at all times  during the term  hereof  shall not be less than  ninety
percent  (90%) of the actual  replacement  cost  liability  of Lessor and Lessee
including,  without limitation,  coverage for contractual liability,  broad form
property  damage,  host  liquor law  liability,  personal  injury and  non-owned
automobile  liability,  with  respect  to the  Premises  or  arising  out of the
maintenance,  use or occupancy  thereof,  and insurance on all boilers and other
pressure  vessels,  whether  fired or  unfired,  located  in,  on,  or about the
Premises,  without exclusion for explosion,  collapse and underground damage, in
an amount not less than Two Hundred Fifty Thousand  Dollars  ($250,000).  All of
such insurance shall insure the performance by Lessee of the indemnity agreement
as to  liability  for injury to or death of persons and damage to  property  set
forth  in   subparagraph   19(b)  hereof.   All  of  such  insurance   shall  be

                                       40

<PAGE>



noncontributing  with any  insurance  which may be  carried  by Lessor and shall
contain  a  provision  that  Lessor,   although  named  as  an  insured,   shall
nevertheless  be  entitled to recover  under the policy for any loss,  injury or
damage to Lessor, its agents and employees, or the property of such persons. The
limits and  coverage of all such  insurance  shall be adjusted by  agreement  of
Lessor and Lessee during every fifth (5th) Lease Year during the term hereof and
whenever any rebuilding  occurs in conformity with the then prevailing custom of
insuring  property  similar to the  Premises in the City of  Nashville,  and any
disagreement  regarding such  adjustment  shall be settled by arbitration in the
manner provided in paragraph 32 hereof.

         (c) All insurance  provided for in this  paragraph 17, and all renewals
thereof,  shall be issued by companies  having a Best's  rating of not less than
A-XIII,  unless  otherwise  approved by Lessor.  The fire and extended  coverage
insurance  specified  in  subparagraph  17(a)  above shall be payable to Lessor,
Lessee, the Fe'e Lender and the Leasehold Lender, as their interests may appear,
and any loss  adjustment  shall  require  the joint  written  consent of Lessor,
Lessee, the Fe'e Lender and the Leasehold Lender. The fire and extended coverage
insurance  specified in subparagraph  17(a) above and the general  liability and
boiler insurance  specified in subparagraph  17(b) above shall be carried in the

                                       41

<PAGE>



joint names of Lessee,  Lessor and such other parties  having an interest in the
Premises as Lessor may  designate.  All insurance  policies  shall be subject to
approval  by Lessor  and  Lender as to form and  substance  and shall  expressly
provide  that such  policies,  except  for the  boiler  insurance  specified  in
paragraph  17(b)  above,  shall not be canceled or altered  without  thirty (30)
days' prior written notice to Lessor,  the Fee Lender and the Leasehold  Lender,
in the case of the  insurance  specified in  subparagraph  17(a)  above,  and to
Lessor, in the case of the insurance specified in subparagraph 17(b) above. Upon
the  issuance  thereof,  each  insurance  policy or a duplicate  or  certificate
thereof shall be delivered to Lessor,  the Fee Lender and the Leasehold  Lender.
Nothing  herein shall be  construed  to limit the right of  Leasehold  Lender to
cause  Lessee to carry or procure  other  insurance  covering  the same or other
risks in addition to the insurance  specified in this  paragraph 17. (e) Subject
to the rights of the Fee Lender and the Leasehold Lender and subject to Lessee's
right  pursuant to paragraph  12(c) to purchase the  Premises,  all amounts that
shall be received under any insurance  policy  specified in  subparagraph  17(a)
above   shall  be  first   applied  to  the  payment  of  the  cost  of  repair,
reconstruction  or replacement of any buildings or  improvements,  or furniture,
fixtures,  equipment and  machinery,  that~is  damaged or destroyed.  Any amount
remaining from the  proceeds of any  such insurance funds,  after the repairing,

                                       42

<PAGE>



reconstructing  and  replacing of any buildings or  improvements,  or furniture,
fixtures,  equipment and machinery,  as herein required, or the entire amount of
such proceeds not retained by the Fee Lender or the  Leasehold  Lender if Lessee
elects to purchase the Premises,  shall be  immediately  paid to and be the sole
property of Lessee.

         18.  Mechanics'  and Other Liens.  Lessee shall  promptly  discharge or
remove by bond or otherwise  prior to judgment being rendered in any foreclosure
action with  respect  thereto any and all  mechanics',  materialmen's  and other
liens for work or labor done, services performed,  materials,  appliances, teams
or power contributed,  used or furnished to be used in or about the Premises for
or in connection with any operations of Lessee,  any alterations,  improvements,
repairs or additions which Lessee may make or permit or cause to be made, or any
work or  construction  by, for or permitted by Lessee on or about the  Premises,
and to save  and hold  Lessor  and all of the  Premises  and all  buildings  and
improvements  thereon  free and  harmless of and from any and all such liens and
claims  of liens  and  suits or other  proceedings  pertaining  thereto.  Lessee
covenants and agrees to give Lessor  written  notice not less than ten (10) days
in  advance  of the  commencement  of any  construction,  alteration,  addition,
improvement  or  repair  costing  in  excess  of  Twenty-Five  Thousand  Dollars

                                       43

<PAGE>



($25,000)  in  order  that  Lessor  may post  appropriate  notices  of  Lessor's
nonresponsibility.

         19.      Indemnity

         (a) Provided that Lessee shall pay under protest,  post a bond in twice
the amount in dispute or give Lessor other  evidence  reasonably  acceptable  to
Lessor of Lessee's  ability to pay any  disputed  amount,  Lessee shall have the
right to contest  the amount or  validity of any lien of the nature set forth in
paragraph 18 hereof or the amount or validity of any tax, assessment,  charge or
other  item to be paid by Lessee  under  paragraph  4 hereof  by  giving  Lessor
written notice of Lessee's  intention to do so within twenty (20) days after the
recording  of such lien or at least ten (10) days  prior to the  delinquency  of
such tax, assessment, charge or other item, as the case may be. In any such case
Lessee  shall not be in default  hereunder,  and Lessor  shall not  satisfy  and
discharge such lien nor pay such tax,  assessment,  charge or other item, as the
case may be, until ten (10) days after the final  determination of the amount or
validity thereof, within which time Lessee shall satisfy and discharge such lien
or pay such tax,  assessment,  charge or other item to the extent held valid and
all penalties,  interest and costs in connection therewith;  provided,  however,
that the  satisfaction and discharge of any such lien shall not, in any case, be
delayed until execution is had upon any judgment rendered thereon, nor shall the

                                       44

<PAGE>



payment  of any such  tax,  assessment,  charge  or other  item,  together  with
penalties,  interest  and costs,  in any case be  delayed  until sale is made or
threatened  to be made of the  whole  or any  part of the  Premises  on  account
thereof, and any such delay shall be a default of Lessee hereunder. In the event
of any such contest, Lessee shall protect and indemnify Lessor against all loss,
cost  (including  reasonable  attorney'  fees),  expense  and  damage  resulting
therefrom.

         (b) To the fullest extent allowed by law,  Lessee  covenants and agrees
that  Lessor  shall  not at any  time or to any  extent  whatsoever  be  liable,
responsible or in anywise  accountable for any loss, injury,  death or damage to
persons or property  which at any time may be suffered or  sustained  by Lessee,
any person claiming under Lessee (other than any claim by A & N for which Lessee
has no liability  under the terms of the Management  Agreement) or by any person
who may at any time be using, occupying or visiting the Premises or be in, on or
about the  Premises,  not arising out of the  intentional  or negligent  acts of
Lessor,  and Lessee shall forever indemnify,  defend,  hold and save Lessor free
and harmless of, from and against any and all claims,  liability, loss or damage
whatsoever  (including  reasonable attorneys' fees) on account of any such loss,
injury,  death or damage.  Lessee  hereby waives all claims  against  Lessor for
damages  to the  buildings  and  improvements  now or  hereafter  located on the

                                       45

<PAGE>



Premises and to the property of Lessee in, upon or about the  Premises,  and for
injuries to persons or  property  in, on or about the  Premises,  from any cause
arising at any time  during the term of this  Lease,  except for any such claims
arising from the intentional or negligent acts of Lessor.

         20.      Eminent Domain

         (a) If the  whole of the  Premises  should  be taken by any  public  or
quasi-public  authority  under the power or threat of eminent  domain during the
term of this Lease, or if a substantial  portion of the Premises should be taken
so as materially  to impair the then  existing use of the Premises,  and thereby
frustrate  Lessee's purpose in entering into this Lease, then, in either of such
events,  this Lease shall  terminate  at the time of such taking  unless  Lessee
elects to  continue  the Lease and to use the  Premises  for some other  purpose
permitted by paragraph 7 hereof. In the event the Lease is terminated,  provided
that the Option shall not have been exercised,  (i) all compensation and damages
payable  for or on account  of the  Premises,  exclusive  of the  buildings  and
improvements thereon, shall be payable to and be the sole property of Lessor and
the Fee Lender,  as their interests may appear;  and (ii) all  compensation  and
damages payable for or on account of the buildings and  improvements  located on
the Premises shall be divided  between  Lessor,  Lessee,  the Fee Lender and the
Leasehold Lender as follows:


                                       46

<PAGE>



         (A) All compensation and damages payable for or on account of buildings
and improvements  having a remaining useful life less than the remaining term of
this  Lease as of the date of such  taking  shall be  payable to and be the sole
property of Lessee,  the Fee Lender and the Leasehold Lender, as their interests
may then appear; and

         (B) A proportionate  share of all  compensation and damages payable for
or on account of  buildings  and  improvements  having a  remaining  useful life
greater  than the  remaining  term of this Lease as of the date of such  taking,
determined by the ratio that the then remaining term bears to the then remaining
useful life of such buildings and  improvements,  shall be payable to and be the
sole  property  of Lessee,  the Fee Lender and the  Leasehold  Lender,  as their
interests may appear, and the remaining share thereof shall be payable to and be
the sole property of Lessor and the Fee Lender, as their interests may appear.

         (b) If less  than the  whole  of the  Premises  should  be taken by any
public or  quasi-public  authority  under the power or threat of eminent  domain
during the term of this Lease and this Lease is not  terminated  as  provided in
subparagraph  20(a) above,  Lessee shall  promptly  reconstruct  and restore the
Premises and the  Improvements,  with respect to the portion of the Premises and
the  Improvements  not so taken,  as an  integral  unit of the same  quality and
character as existed  prior to such taking,  and the annual Base Rent payable by

                                       47

<PAGE>



Lessee  from and after the date Of the  condemnation  award shall be (i) for all
periods prior to payment in full or other  discharge of the Purchase Money Note,
an amount  equal to $50,000 plus five  percent  (5%) of the  difference  between
$2,000,000 and the amount of any condemnation award received by Lessor, (ii) for
all periods  following  payment in full or other discharge of the Purchase Money
Note  through the end of the tenth Lease Year,  an amount  equal to five percent
(5%) of the difference  between  $2,000,000  and the amount of any  condemnation
award received by Lessor, and (iii) for all periods thereafter,  an amount equal
to the product of the greater of the fair market value  established  pursuant to
paragraph  3(d) or the  base  Option  Price  on the  date  of the  condemnation,
calculated as provided in paragraph 5(b)(i) hereof,  less the condemnation award
received by Lessor multiplied by the applicable United States Treasury bond rate
for the Rent Period in question less $100,000.  The base Option Price shall also
be reduced as of the same date by the amount of the condemnation  award received
by Lessor,  and all  subsequent  increases  in the base  Option  Price  shall be
recalculated  to equal five (5%) of the  difference  between  $2,000,000 and the
amount of the  condemnation  award  received by Lessor plus ten percent (10%) of
the increase in the base Option Price for the immediately  preceding Lease Year.
All  compensation  and damages payable for or on account of such taking shall be

                                       48

<PAGE>



applied first to the  reconstruction  and  restoration of the Premises by Lessee
pursuant  to this  paragraph  20(b) and the  remainder  shall be  divided  among
Lessor, Lessee and Lender in the manner provided in subparagraph 20(a) above.

         (c)  Notwithstanding  the  foregoing,  in the  event of a taking by any
public or  quasi-public  authority  under the power or threat of eminent  domain
during the term hereof at a time when the Option has been exercised and provided
that the Premises is subsequently  transferred to Lessee,-all  compensation  and
damages payable for or on account of the Premises shall be payable to and be the
sole property of Lessee.

         (d) No taking of any  leasehold  interest  in the  Premises or any part
thereof shall  terminate or give Lessee the right to surrender  this Lease,  nor
excuse Lessee from full performance of its covenants for the payment of rent and
other  charges or any other  obligations  hereunder  capable of  performance  by
Lessee  after any such  taking,  but in such case all  compensation  and damages
payable  for or on  account of such  taking  shall be payable to and be the sole
property of Lessee and Leasehold Lender.

         (e) Should Lessor and Lessee for any reason  disagree (i) as to whether
any portion of the Premises  taken is so substantial as materially to impair the
use of the  Premises  contemplated  by Lessee,  or (ii) on the  division  of any
compensation  or  damages  paid for or on  account  of any  taking of any or any
portion of the Premises,  then,  and in any of such events,  the matter shall be

                                       49

<PAGE>



determined by arbitration in the manner provided in paragraph 32 hereof.

         21.  Lessor's Right of Inspection.  Lessor may, at any reasonable  time
and from time to time during the term  hereof,  enter upon the  Premises for the
purpose of inspecting  the buildings or  improvements  now or hereafter  located
thereon  and for such  other  purposes  as may be  necessary  or proper  for the
reasonable  protection of its interests,  and Lessee shall, within ten (10) days
after the receipt of written notice thereof,  make such repairs and replacements
as Lessor may  reasonably  require  to correct  any  dangerous  condition  or to
prevent  waste to the Hotel.  In the event  Lessee shall fail or neglect to make
such repairs and replacements  within the time herein specified,  Lessor and its
agents may enter the Premises  and, at Lessee's  expense,  perform and carry out
such repairs and replacements,  and Lessor, in so doing, shall not be liable for
any  inconvenience,  disturbance,  loss of  business or other  damage  resulting
therefrom.  Any expense thereby incurred by Lessor shall become  Additional Rent
due and payable on the next day after the incurrence of any such expense.

         22. Lessee's  Defaults and Lessor's  Remedies.  If (i) default shall be
made by Lessee in the payment  punctually  when due of any rent or other  moneys
due  hereunder  and shall  continue for a period of ten (10) days after  written

                                       50

<PAGE>



notice  thereof  to  Lessee;  (ii)  default  shall  be  made  by  Lessee  in the
performance  or  observance  of  any  of  the  other  agreements,  covenants  or
conditions of this Lease and such default shall  continue for a period of thirty
(30) days after written notice  thereof to Lessee,  or, in the case of a default
which cannot be cured by the payment of money and cannot be cured within  thirty
(30) days, shall continue for an unreasonable  period after such written notice;
(iii) (a) Lessee shall fail to perform any  obligations  or covenants  under the
Purchase Money Deed of Trust or any of the covenants  under the Existing Deed of
Trust which it is obligated pursuant to paragraph 14 to perform or, following an
assumption  by Lessee of the  Existing  Note,  shall  fail to make any  payments
thereunder when due, (b.) the Existing Lender shall give notice of its intent to
accelerate  the  obligation  evidenced by the Existing Note and (c) Lessee shall
fail to cure such default within thirty (30) days  following  such notice;  (iv)
Lessee  shall  abandon  the  Premises  or shall  cease for a period of more than
thirty (30) days to operate the Hotel or other business then being  conducted on
the  Premises  for  any  reason  other  than  damage  or   destruction   to  the
Improvements,  strike,  riot,  act of God or other reason outside the reasonable
control of Lessee or any  renovation,  improvement  or  alteration  permitted by
paragraph 11 hereof;  (v) Lessee shall admit in writing its inability to pay its
debts  generally as they become due, file a petition in bankruptcy,  insolvency,

                                       51

<PAGE>



reorganization,  readjustment of debt,  dissolution or liquidation under any law
or statute of the Federal  government or any state government or any subdivision
of either now or hereafter in effect,  make an assignment for the benefit of its
creditors, consent to or acquiesce in the appointment of a receiver of itself or
of the whole or any substantial part of the Premises;  (vi) a court of competent
jurisdiction  shall enter an order,  judgment or decree appointing a receiver of
Lessee or of the whole or any substantial part of the Premises,  and such order,
judgment or decree shall not be vacated,  set aside or stayed  within sixty (60)
days from the date of entry of such order, judgment or decree, or a stay thereof
be thereafter set aside; (vii) a court of competent  jurisdiction shall enter an
order,  judgment or decree  approving a petition  filed against Lessee under any
bankruptcy,  insolvency,  reorganization,  readjustment of debt,  dissolution or
liquidation law or statute of the Federal  government or any state government or
any subdivision of either now or hereafter in effect, and such order judgment or
decree shall not be vacated, set aside or stayed within sixty (60) days from the
date of entry of such order, judgment or decree, or a stay thereof be thereafter
set aside; or (viii) under the provisions of any other law for the relief or aid
of debtors, a court of competent jurisdiction shall assume custody or control of
Lessee or of the whole or any substantial part of the Premises, and such custody

                                       52

<PAGE>



or  control  shall not be  terminated  within  sixty  (60) days from the date of
assumption of such custody or control;  then any such event shall  constitute an
event of  default  by  Lessee.  Upon the  occurrence  of any event of default by
Lessee, Lessor shall have the following rights and remedies,  which shall be the
sole remedies of Lessor hereunder:

         (a) The right to  terminate  this Lease,  in which event  Lessee  shall
immediately surrender possession of the Premises, and pay to Lessor all rent and
all other amounts  payable by Lessee  hereunder to the later of the date of such
termination or the surrender of the Premises by Lessee; and

         (b) The right to cause a receiver to be appointed in any action against
Lessee to take  possession  of the  Premises  or to collect the rents or profits
therefrom.  Neither  appointment  of such receiver nor any other action taken by
Lessor  shall  constitute  an election on the part of Lessor to  terminate  this
Lease unless written notice of termination is given to Lessee; and

         (c) In the event of fraud,  willful  misconduct or waste by Lessee, the
right to sue for damages proximately caused by such fraud, willful misconduct or
waste.

         23.  Nonwaiver.  If any action or  proceeding  is  instituted or if any
other steps are taken by Lessor or Lessee,  and a  compromise,  part  payment or

                                       53

<PAGE>



settlement  thereof  shall be made,  either before or after  judgment,  the same
shall  not  constitute  or  operate  as a waiver  by  Lessor  or  Lessee  of any
agreement,  covenant  or  condition  of this Lease or of any  subsequent  breach
thereof.  No waiver of any default under this Lease shall  constitute or operate
as a waiver  of any  subsequent  default  hereunder,  and no delay,  failure  or
omission in exercising or enforcing any right,  privilege,  or option under this
Lease  shall  constitute  a waiver,  abandonment  or  relinquishment  thereof or
prohibit or prevent any election  under or enforcement or exercise of any right,
privilege,  or option hereunder.  No waiver of any provision hereof by Lessor or
Lessee shall be deemed to have been made unless and until such waiver shall have
been reduced to writing and signed by Lessor or Lessee,  as the case may be. The
receipt by Lessor of rent with  knowledge of any default  under this Lease shall
not  constitute  or  operate as a waiver of such  default.  Payment by Lessee or
receipt by Lessor of a lesser amount than the stipulated  rent or other sums due
Lessor shall operate only as a payment on account of such rent or other sums. No
endorsement   or  statement  on  any  check  or  other   remittance  or  in  any
communication  accompanying  or  relating  to such  payment  shall  operate as a
compromise or accord and satisfaction  unless the same is approved in writing by
Lessor,  and  Lessor may  accept  such  check,  remittance  or  payment  without
prejudice  to its right to recover  the balance of any rent or other sums due by
Lessee and pursue any remedy provided under this Lease or by law.


                                       54

<PAGE>




         24.      No Merger

         (a) There shall be no merger of the  leasehold  estate  created by this
Lease or with the fee estate in the Premises by reason of the fact that the same
person  may own or hold  the  leasehold  estate  created  by this  Lease  or any
interest in such  leasehold  estate and/or the fee estate in the Premises or any
interest in such fee estate;  and no merger shall occur unless and until Lessor,
Lessee and Leasehold  Lender shall join in a written  instrument  effecting such
merger and shall duly record the same.

         (b) No termination of this Lease shall cause a merger of the estates of
Lessor and Lessee,  unless Lessor so elects,  and any such termination shall, at
the option of Lessor, either work a termination of any sublease in effect or act
as an assignment to Lessor of Lessee's interest in any such sublease.

         25. No Partnerships.  It is expressly understood and agreed that Lessor
does  not,  in any way or for any  purpose,  become a  partner  of Lessee in the
conduct of Lessee's business, or otherwise, or a joint venturer or a member of a
joint enterprise with Lessee.

         26.      Covenants Run With Land

         (a) The  agreements,  covenants and conditions in this Lease  contained
are and shall be deemed to be covenants  running with the land and the reversion

                                       55

<PAGE>



and shall be binding  upon and shall  inure to the  benefit of Lessor and Lessee
and their  respective  successors  and  assigns and all  subsequent  Lessors and
Lessees respectively hereunder.

         (b) All  references  in this Lease to  "Lessee"  or  "Lessor"  shall be
deemed to refer to and  include  successors  and  assigns  of Lessee or  Lessor,
respectively, without specific mention of such successors or assigns.

         27.  Notices.  Except as otherwise  provided  hereunder,  any notice or
communication to Lessor, Lessee, the Fee Lender or the Leasehold Lender shall be
in writing and be delivered  personally,  sent by overnight courier or mailed by
certified mail, postage prepaid. Notices or communications shall be addressed to
Lessor c/o Mr. Kenneth E. Nelson,  Three  Corporate  Plaza,  Suite 202,  Newport
Beach,  California  92660,  with a copy  addressed to Godfrey & Kahn,  780 North
Water Street,  Milwaukee,  Wisconsin 53202,  Attention:  Helge Lee, Esq. or such
other  address or addresses as Lessor shall from time to time  designate,  or to
such agent of Lessor as it may from time to time designate, by notice in writing
to Lessee.  Notices or communications shall be addressed to Lessee c/o MP Realty
Services,  950 Tower Road, Foster City, California 94404,  Attention:  Portfolio
Management,  with a copy addressed to Pettit & Martin,  101  California  Street,
Suite 3500, San Francisco,  California 94111, Attention:  Joan H. Story, Esq. or

                                       56

<PAGE>



such other address or addresses as Lessee shall from time to time designate,  or
to such  agent of  Lessee as it may from  time to time  designate,  by notice in
writing to Lessor.  Notices or communications to the Fee Lender or the Leasehold
Lender shall be addressed to such party at the address  designated  from time to
time by such Lender by notice in writing to Lessor and Lessee. Any notice mailed
in the manner  above set forth  shall be deemed  delivered  upon the  earlier of
actual receipt, two business days following deposit with an overnight courier or
four business days following deposit in the U.S. mails.

         28.  Limitation of Lessor's  Liability.  The term  "Lessor," as used in
this  Lease,  so far as  covenants  or  obligations  on the part of  Lessor  are
concerned,  shall be limited to mean and include only the owner or owners at the
time in question  of the fee or any lesser  estate in the  Premises,  and in the
event of any  transfer  of the title to such fee or  lesser  estate  the  Lessor
herein named (and in case of any subsequent transfer, the then transferor) shall
be automatically  freed and relieved from and after the date of such transfer of
all personal  liability for the  performance  of and covenants or obligations on
the part of Lessor contained in this Lease thereafter to be performed; provided,
however,  that any funds in the hands of  Lessor or the then  transferor  at the
time of such transfer, in which Lessee has an interest,  shall be turned over to
the  transferee  and any amount  then due and payable to Lessee by Lessor or the

                                       57

<PAGE>



then transferor  under any provision of this Lease shall be paid to Lessee;  and
provided,  further, that upon any such transfer,  the transferee shall expressly
assume,  subject to the limitations of this paragraph 28, all of the agreements,
covenants  and  conditions  in this Lease to be  performed on the part of Lessor
from and after  the date of the  transfer,  it being  intended  hereby  that the
covenants and  obligations  contained in this Lease on the part of Lessor shall,
subject as aforesaid,  be binding on each Lessor,  its  successors  and assigns,
only during its period of ownership.

         29.  Limitation of Lessee's  Liability.  The term  "Lessee," as used in
this  Lease,  so far as  covenants  and  obligations  on the part of Lessee  are
concerned,  shall be limited to mean and  include  only the owner at the time in
question  of the  leasehold  interest in the  Premises,  and in the event of any
transfer of the title to such  leasehold the then Lessee shall be  automatically
freed and  relieved  from and after the date of such  transfer  of all  personal
liability for the  performance  of and covenants or  obligations  on the part of
Lessee contained in this Lease thereafter to be performed.

         30. Estopped  Certificates.  Lessee or Lessor, as the case may be, will
execute,  acknowledge  and deliver to the other and/or to the Fee Lender and the
Leasehold  Lender,  promptly upon request,  its certificate  certifying (a) that
this Lease is unmodified and  in full force and effect  (or,  if there have been

                                       58

<PAGE>



modifications,  that this Lease is in full force and effect,  as  modified,  and
stating  the  modifications),  (b) the  dates,  if any,  to which the Base Rent,
Adjusted  Rent and  Additional  Rent have been paid,  (c) whether there are then
existing any charges,  offsets or defenses  against the enforcement by Lessor of
any  agreement,  covenant  or  condition  hereof  on the  part of  Lessee  to be
performed or observed (and, if so,  specifying the same),  and (d) whether there
are then  existing any defaults by Lessee in the  performance  or  observance by
Lessee of any agreement,  covenant or condition  hereof on the part of Lessee to
be  performed or observed and whether any notice has been given to Lessee of any
default which has not been cured (and,  if so,  specifying  the same).  Any such
certificate may be relied upon by a prospective purchaser,  mortgagee or trustee
under a deed of trust of the Premises or any part thereof.

         31. Holding Over.  This Lease shall  terminate  without  further notice
upon the expiration of the term specified,  and any holding over by Lessee after
the expiration of said term shall not constitute a renewal hereof or give Lessee
any  rights  hereunder  or in or to the  Premises,  except as  otherwise  herein
provided,  it being  understood  and agreed  that this Lease  cannot be renewed,
extended  or in any  manner  modified  except in  writing  signed by Lessor  and
Lessee.

         32.  Arbitration.   Whenever,   under  any  provision  of  this  Lease,
arbitration is required then:


                                       59

<PAGE>




         (a) Lessor and Lessee  shall each  appoint  one (1)  arbitrator  within
thirty (30) days after a written notice  requesting  arbitration shall have been
given by one of them to the other,  and written notice of  appointment  shall be
given to the other party.

         (b) Said two (2)  arbitrators  shall  permit  the  parties  to  conduct
reasonable  discovery  and to present  evidence  to the  arbitrators  and shall,
within sixty (60) days after the appointment of the  last-appointed  arbitrator,
resolve the  question  or dispute  before  them in  writing,  setting  forth the
reasons for their decision, and notify Lessor and Lessee of the results thereof.

         (c) If said two (2) arbitrators  cannot agree within said period,  they
shall,  within a period of thirty (30) additional days, agree upon and appoint a
third arbitrator.

         (d) Said three (3) arbitrators shall, within thirty (30) days after the
appointment of the third arbitrator, resolve the question or dispute before them
in writing and notify Lessor and Lessee of the results thereof.

         (e) The  decision  of at least two (2) of said  three (3)  arbitrators,
rendered in writing and setting forth in  reasonable  detail the reasons for the
decision, shall be conclusive and binding upon Lessor and Lessee.

                                       60

<PAGE>



         (f) If either  Lessor or Lessee fails to appoint an  arbitrator  within
the time  limited  in  subparagraph  (a)  above,  or if the two (2)  arbitrators
appointed  by  Lessor  and  Lessee  fail  to  agree  upon  and  appoint  a third
arbitrator,  such  second  or third  arbitrator  (as the case may be),  shall be
appointed by the presiding  judge of the Superior Court in and for the County of
Davidson upon  application by either party.  Except as provided  hereunder,  the
arbitration  shall  proceed  in  accordance  with the laws then in effect of the
State of Tennessee relating to arbitration.

         (g)  Each of the  parties  hereto  shall  pay nor the  services  of its
appointees,  attorneys and witnesses  plus one-half  (1/2) of the fee charged by
the third  arbitrator  (if any) and  one-half  (1/2) of all other  proper  costs
relating to arbitration.

         (h) All  arbitrators  appointed  pursuant to this paragraph 32 shall be
real  estate  brokers or M.A.I.  appraisers  who are  thoroughly  familiar  with
appraisal  procedures  and  with  commercial  property  values  in the  City  of
Nashville.

         33.      General Provisions

         (a) In case any one or more of the  provisions  contained in this Lease
shall for any  reason be held to be  invalid,  illegal or  unenforceable  in any
respect,  such invalidity,  illegality or unenforceability  shall not affect any
other  provisions  of this Lease,  but this Lease shall be  construed as if such

                                       61

<PAGE>



invalid, illegal or unenforceable provisions had not been contained herein.

         (b) Time is of the essence of each and all of the agreements, covenants
and conditions of this Lease.

         (c) Except as provided in paragraph 13(a) above, whenever in this Lease
the consent or approval of either Lessor or Lessee is required or permitted, the
party  requested to give such consent or approval will act promptly and will not
unreasonably withhold its consent or approval.

         (d)  Contemporaneously  with the  execution  of this Lease,  Lessor and
Lessee  will  execute,  acknowledge  and record in the  Official  Records of the
County of Davidson a Short Form Lease in the form of Exhibit B hereto.

         (e) Lessor and Lessee intend that the obligations of the Lessor to sell
the  Premises  to Lessee  and the  obligations  of the  Lessee to  purchase  the
Premises  from the Lessor on the terms and  conditions  set forth in paragraph 5
hereof shall be  specifically  enforceable,  without  limitation on the right of
Lessee or Lessor to seek damages or to resort to any other  remedy  available at
law.  Notwithstanding  the foregoing or any other provision of this Lease to the
contrary,  Lessor shall not have the right to terminate this Lease as the result
of any failure by Lessee to purchase the Premises in accordance  with  paragraph



                                       62

<PAGE>



5. The  monetary  damages of Lessee  arising  from  Lessor's  breach of Lessor's
obligations to sell the Premises in accordance with the terms and conditions set
forth  in  paragraph  S shall be  secured  by a deed of  trust  encumbering  the
Premises in the form of Exhibit D hereto,  which is hereby  made a part  hereof.
Contemporaneously  with the  execution  of this  Lease,  Lessor  shall  execute,
acknowledge and record in the official  records of the County of Davidson a deed
of trust in said form.  In the event (i) Lessor  shall fail or refuse to perform
its  obligations  under  paragraph 5, (ii) Lessee  shall elect to foreclose  its
interest under the deed of trust recorded  pursuant to this paragraph  33(e) and
(iii) Lessee shall be the  successful  bidder at the  foreclosure  sale,  Lessee
shall pay to Lessor following such  foreclosure sale the then applicable  Option
Price less all costs (including  reasonable attorneys' fees), losses and damages
incurred or  suffered  by Lessee as a result of  Lessor's  failure to perform as
required  herein.  If Lessor has timely tendered  performance of its obligations
under  paragraph 5 hereof and Lessee's  obligations  under paragraph 5 have been
breached, Lessee shall cause said deed of trust to be reconveyed on demand.

         (f) In the  event  of any  action  or  proceeding  at law or in  equity
between  Lessor and Lessee to enforce any  provision of this Lease or to protect
or establish  any right or remedy of either party  hereunder,  the  unsuccessful

                                       63

<PAGE>



party to such  litigation  shall  pay to the  prevailing  party  all  costs  and
expenses,  including  reasonable  attorneys'  fees,  incurred  therein  by  such
prevailing  party,  and if such prevailing  party shall recover  judgment in any
such action or proceeding,  such costs,  expenses and  attorneys'  fees shall be
included in and as a part of such judgment.

         (g) This instrument constitutes the entire agreement between Lessor and
Lessee with respect to the subject  matter hereof and supersede all prior offers
and negotiations,  oral or written. This Lease may not be amended or modified in
any respect  whatsoever  except by an instrument in writing signed by Lessor and
Lessee.

         (h) It is  intended  by the  parties  that this Lease and the  Purchase
Money Note and the Purchase  Money Deed of Trust are separate  instruments  and,
except for the set-off rights referred to therein, evidence separate obligations
of each of the parties thereto. The terms and provisions set forth in this Lease
and in the Purchase  Money Note and the  Purchase  Money Deed of Trust are to be
read independently and enforced as provided in each such document.


                                       64

<PAGE>



                  IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease
as of the date first hereinabove Written.
                           NASHVILLE LODGING COMPANY,
                           a Wisconsin limited partnership

                           By Nashville Residence Corporation,
                           a Tennessee corporation

                           By_______________________________
                           Its______________________________

                           METRIC PARTNERS GROWTH SUITE INVESTORS, L.P., a
                           California limited partnership

                           By:      Metric Partners, an Illinois
                           general partnership, its
                           managing partner

                           By:      FGM Investment Partners,
                           L.P., a California limited
                           partnership, its general
                           partner

                           By:      FGM Investments,
                           Inc., a California
                           corporation, its
                           general partner

                           By ____________________________________
                                    Its Authorized Representative


                                       65

<PAGE>


                                    EXHIBIT A
                                       TO
                                      LEASE



                               (Legal Description)


                                       66

<PAGE>




                               AMENDMENT TO LEASE

THIS AMENDMENT TO LEASE is entered into as of this 25 day of April,  1990 by and
between NASHVILLE LODGING COMPANY, a Wisconsin limited  partnership  ("Lessor"),
and  METRIC  PARTNERS  GROWTH  SUITE  INVESTORS,  L.  P., a  California  limited
partnership ("Lessee").

RECITALS

     A. Lessor and Lessee  entered  into a Lease dated as of April 24, 1989 (the
"Lease") with respect to certain land located at 2300 Elm Hill Pike,  Nashville,
Tennessee,  upon which The Residence Inn By Marriott-Nashville  (the "Hotel") is
situated.

     B. In connection with and in consideration  for termination of that certain
Management  Agreement  dated as of April  24,  1989  with  respect  to the Hotel
between  Lessee and Nelson  Hotels of Tennessee,  Inc., a Wisconsin  corporation
affiliated  with Lessor,  Lessor and Lessee desire to amend the Lease to provide
for the payment of  additional  Base Rent and the delivery of certain  operating
reports  to  Lessor.  All terms not  otherwise  defined  herein  shall  have the
meanings set forth in the Lease.

     NOW, THEREFORE, Lessor and Lessee agree to amend the Lease as follows:

                                    AGREEMENT

1.   Additional Base Rent.

          a. In  addition to the Base Rent  described  in Section 3 of the Lease
and the Additional Rent described in Section 4 of the Lease, Lessee shall pay to
Lessor as  additional  Base Rent  hereunder  ("Additional  Base Rent") an amount
equal  to the  lesser  of (i)  1.8%  of the  Adjusted  Gross  Revenue  from  the
operations of the Hotel for each  twelve-month  period commencing on May 1, 1990
and  ending  on April  14,  1998  (each,  a  "measuring  year") or (ii) for each
measuring year from and after May 1, 1991 1.8% of the Adjusted Gross Revenue for
the prior  measuring year  commencing May 1, 1990 increased by the percentage of
such Adjusted  Gross Revenue which is the same as the  percentage  increase,  if
any, in the Consumer  Price Index  measured  from the first day of the measuring
year  commencing  May 1, 1991 to the end of the measuring year for which payment
is being made.  As used  herein,  "Consumer  Price  Index" shall mean the United
States  Department of Labor's Bureau of Labor  Statistics'  Consumer Price Index
for all  consumers  in the State of  Tennessee  or the  successor of such index.
Lessee's  obligation to pay  Additional  Base Rent Pursuant to this  paragraph 1
shall  survive  the  termination  of this Lease  prior to April 14, 1998 for any
reason (including without  limitation  Lessee's purchase of the land pursuant to
the  option  set  forth in  Section  5 of the  Lease)  except  that set forth in
subparagraph  (f) below and shall  continue to be payable  notwithstanding  such
early termination.

<PAGE>

          b.   For the purpose of calculating Additional Base
Rent, the following definitions shall apply:

               i.  "Gross  Revenue"  shall mean all income and  revenue of every
          kind  resulting  from  the  operation  of  the  Hotel  and  all of its
          facilities  including,  without  limitation,  all income  and  revenue
          received from transient guests,  licensees,  concessionaires and other
          persons occupying space at and/or rendering  services to the guests of
          the Hotel  (but not the gross  receipts  received  by such  licensees,
          concessionaires  and other  persons);  provided,  however,  that Gross
          Revenue  shall not include,  or if  included,  shall be reduced by the
          amount of the following:

                    (1)  the proceeds of any loan to Owner; and

                    (2)  any cash contributions or loans by
                    Owner.

               (ii)  "Adjusted  Gross  Revenue"  shall mean Gross Revenue in any
          Fiscal Year after  deducting  the  following  items  (whether  paid or
          unpaid)  accruing  during such  Fiscal Year to the extent  included in
          Gross Revenue:

                    (1)  federal,  state  and  municipal  excise,  sales and use
               taxes,  whether collected directly from patrons,  guests or users
               of the  Hotel or  charged  as a part of the  sales  prices of any
               goods, services or displays,  such as gross receipts,  admission,
               cabaret or similar or equivalent taxes;

                    (2) any vending machine  revenues from machines now owned by
               Owner  (other  than  sales  commissions  or  other   renumeration
               received by Owner with respect to such machines);

                    (3) the proceeds payable to Owner by reason of any hazard or
               business   interruption   insurance  policies,   title  insurance
               policies or items of a similar nature;

<PAGE>

                    (4)  the proceeds of any permanent taking by condemnation or
               eminent domain by any public or quasi-public authority of all  or
               any part of the Hotel;

                    (5)  any reversal of any contingency or tax reserve;

                    (6) any cash or credit  rebates or refunds  paid to patrons,
               guests, lessees, concessionaires or other users of the Hotel, any
               correction of overcharges,  the price of any merchandise given in
               exchange of other merchandise which does not result in additional
               income (or, if such exchanges result in additional  income,  that
               part of the price of such  merchandise  equal to the price of the
               returned merchandise), and any other items of the nature of those
               items set forth herein;

                    (7)  any allowance for bad debts;

                    (8) the proceeds to Owner from the sale or other disposition
               of the  Hotel or any part  thereof  or other  assets of Owner not
               sold in the ordinary course of business;

                    (9) any  payments  made  directly  to Owner to  induce it to
               enter  into  any  lease,   agreement  or  other   transaction  in
               connection with the Hotel;

                    (10) any proceeds from settlement of legal proceedings;

                    (11) interest on the capital replacement reserve.

          c. Except as  expressly  provided in  subparagraphs  (e),  (f) and (g)
below,  Additional  Base Rent  shall be paid  monthly  on or before the day upon
which the  operator of the Hotel is paid its monthly  management  fee, but in no
event later than the  twentieth  (20th) day of the month  following the month in
which the Adjusted Gross Revenue upon which it is computed is earned,  and shall
be based on the monthly profit and loss statement for the preceding  month and a
schedule for computation of the Additional Base Rent prepared by the operator of
the Hotel and delivered to Lessor at the time the Additional  Base Rent is paid.
At the end of each fiscal year for the Hotel during which  Additional  Base Rent
is payable hereunder, the amount of the Additional Base Rent due hereunder shall
be adjusted to reflect  changes in actual  revenues  and  expenses  shown on the
year-end  profit and loss  statement  prepared by the operator of the Hotel from
those shown on the monthly statements previously delivered to Lessor, as well as
changes in the  Consumer  Price Index which affect the maximum  Additional  Base
Rent payable hereunder. Any Additional Base Rent due Lessor shall be paid at the
time the  year-end  profit  and loss  statement  is  submitted  to  Lessor.  Any
overpayment  of  Additional  Base  Rent  shall  be  credited  against  the  next
Additional Base Rent due.

<PAGE>

          d. In the event any Additional  Base Rent is not paid on or before the
due  date,  Lessee  shall  be  obligated  to pay a late  charge  of $250 and the
delinquent  rent shall earn  interest  until paid at a default rate equal to one
percent (1%) in excess of the Reference  Rate  established  from time to time by
the Bank of America N.T. & S.A.

          e.   Notwithstanding   the  foregoing,   Lessee's  obligation  to  pay
Additional  Base Rent hereunder  shall terminate in the event and as of the date
Lessee  sells the Hotel to any  person or entity  not  affiliated  with  Lessee,
provided  that in the event such sale occurs prior to May 1, 1994,  Lessee shall
pay to Lessor on or before  the date  title to the Hotel is  transferred  to the
purchaser  an  amount  equal  to 1.8% of the  Adjusted  Gross  Revenue  from the
operation of the Hotel for the 12 month period  immediately  preceding  the sale
times a fraction,  the  numerator of which is the number of months from the date
of the sale to May 1, 1994 and the denominator of which is 12.

          f. Further  notwithstanding the foregoing,  Lessee's obligation to pay
Additional  Base  Rent  shall  terminate  upon the  happening  of  either of the
following events within one (1) year from the date hereof:

               (i)  Cessation  of the  operation  of the  Hotel  as a hotel as a
          result of damage to or destruction of a material part of the Hotel;

               (ii)  Cessation  of the  operation  of the  Hotel as a hotel as a
          result  of a taking  by  condemnation  or  eminent  domain of all or a
          material portion of the Hotel;

          g. If either of the events described in  subparagraphs  f.(i) and (ii)
above occur at any time on or after the date which is one (1) year following the
date of this Amendment,  the Additional Base Rent from and after such occurrence
shall be calculated  based on the Adjusted  Gross Revenue for the  corresponding
month in the 12 month period immediately  preceding such occurrence and shall be
payable only for the period from such occurrence through April 30, 1994.

<PAGE>

     2.   Delivery of Reports.

          a.  Lessee  shall  deliver  to  Lessor  at the time  each  payment  of
Additional  Base Rent is due a profit and loss statement  showing the results of
the operation of the Hotel for the  immediately  preceding  month and the fiscal
year to date.  Lessee shall also deliver to Lessor  copies of the annual  budget
(for the Hotel  approved  by Lessee)  and,  not less often than  quarterly,  any
reports showing results of the operation of the Hotel for the preceding  quarter
and fiscal year to date as compared to the annual budget.

          b.  Lessee  shall  also  deliver  to Lessor  copies of all  inspection
reports rendered to Lessee by the franchisor of the Hotel.

     3. Defaults and Remedies.  In the event Lessee fails to pay any  Additional
Base Rent when due,  Lessor's sole remedies  shall be those set forth in Section
22 of the Lease.  Any failure by Lessee to perform any of its obligations  under
Section 2 of this  Amendment to Lease shall not  constitute a default  hereunder
unless  Lessor has given Lessee  notice of such default no later than sixty (60)
days following the date any such report is issued or, with respect to inspection
reports  prepared  by the  franchisor  of the Hotel,  sixty (60) days  following
receipt by Lessor of notice that an inspection has been performed and, in either
case,  Lessee  fails to deliver  such report to Lessor  within  thirty (30) days
following receipt of Lessor's notice of default.

     4. Except as expressly  amended  herein,  all terms and  provisions  of the
Lease shall remain in full force and effect.

     IN WITNESS  WHEREOF,  Lessor and Lessee have entered into this Amendment to
Lease as of the day first above written.

LESSOR:                  NASHVILLE LODGING COMPANY, a Wisconsin
                         limited partnership

                         By:  Nashville Residence Corporation, a
                              Tennessee corporation, its general
                              partner

                              By:  /s/Kenneth E. Nelson
                              -------------------------
                                   Kenneth E. Nelson, President



               [Signatures continued on next page]



<PAGE>


LESSEE:                  METRIC PARTNERS GROWTH SUITE
                         INVESTORS, L. P., a California limited
                         partnership

                         By:  Metric Partners, an Illinois
                              general partnership, its
                              general partner

                              By:  FGM Investment Partners, L.
                                   P., a California limited
                                   partnership, its general
                                   partner

                                   By:  FGM Investments, Inc., a
                                        California corporation,
                                        its general partner

                                        By:
                                           ----------------
                                             Its Authorized
                                             Representative

<PAGE>


                                    Exhibit A

Land in Davidson County,  Tennessee, said Parcel being Lot No. 1 as shown on the
subdivision  Plat of the  Atrium,  Phase One,  of record in Book 6250,  page 84,
Register's  Office  Davidson  County,  Tennessee,  and being  more  particularly
described by metes and bounds as follows:

Beginning at the northwest  intersection  of Atrium Way and Elm Hill Pike,  said
point being the most northerly radius return of said intersection;  thence along
the easterly margin of Atrium Way, North 07 deg. 57 min. 08 sec. East a distance
of 109.53 feet to a point;  thence South 82 deg. 02 min. 52 sec. West a distance
of 5.00  feet to a point;  thence  around a curve to the left  having a  central
angle of 73 deg. 59 min. 28 sec.,  a radius of 166.00  feet,  a length of 214.37
feet,  a chord which bears North 44 deg. 56 min. 52 sec.  West for a distance of
199.78  feet;  thence  North 81 deg. 56 min. 36 sec.  West, a distance of 149.69
feet to a point; thence leaving said right of way, North 18 deg. 47 min. 21 sec.
East a distance of 123.44 feet to a point;  thence North 50 deg. 03 min. 51 sec.
East a distance of 255.00 feet to a point;  thence South 69 deg. 09 min. 37 sec.
East, a distance of 96.81 feet to a point;  thence South 22 deg. 06 min. 36 sec.
West a distance of 29.16 feet to a point;  thence  South 69 deg. 44 min. 06 sec.
East a distance of 136.16 feet to a point; thence North 32 deg. 04 min. 16 sec.,
East a distance of 57.74 feet to a point;  thence  South 29 deg. 57 min. 39 sec.
East a distance of 112.74 feet to a point;  thence South 73 deg. 58 min. 30 sec.
East a distance of 233.32 feet to a point;  thence South 08 deg. 41 min. 38 sec.
West a distance of 301.97 feet to a point  situated in the  northerly  margin of
Elm Hill Pike;  thence  along said road,  South 82 deg. 02 min. 52 sec.  West, a
distance of 374.00 feet to a point;  thence around a curve to the right having a
central  angle of 90 deg. 00 min. 00 sec.,  a radius of 25.00 feet,  a length of
39.27  feet,  a chord  which  bears  North 52 deg.  57 min.  08 sec.  West for a
distance of 35.36 feet to the point of beginning  and  containing  5.70 acres of
land,  more or less,  according  to a survey made by Allen R. Trombo of Dale and
Associates, Tennessee Registered Land Surveyor No. 1127, on April 20, 1989.

Being the same  property  conveyed to  Nashville  Residence  Corp.,  a Tennessee
Corporation, by deed from Miller Kimbrough, Jr., Trustee of record in Book 6074,
page 851, Register's Office for Davidson County, Tennessee .

THERE  IS  INCLUDED  in this  conveyance  easements  over the  herein  described
property  for  access,  maintenance,  use  and  support  of such  buildings  and
improvements.

<PAGE>


                            SCHEDULE A

                       PERMITTED EXCEPTIONS

1. All  taxes on the  "Improvements"  as  defined  herein  for the year 1989 and
subsequent years, a lien but not yet due and payable.

2. Deed of Trust executed by Nashville Residence Corp., a Tennessee  corporation
co John Kooistra,  Jr., Trustee, dated June 14, 1983, and recorded in Book 6074,
page 855,  Register's Office of Davidson County,  Tennessee,  in favor of Savers
Federal Savings and Loan  Association,  a federal savings and loan  association,
which  states  that it  secures  a debt in the  principal  sum of  $9,500,000.00
payable as therein specified, together with any terms, conditions, restrictions,
or limitations  recited therein.  The present amount due should be determined by
contacting the owner of the debt.

William L. Rosenberg was appointed Successor Trustee under said deed of trust by
Appointment of Successor  Trustee of record in Book 6856,  page 884,  Register's
Office Davidson County, Tennessee.

3. Financing  Statement in favor of Savers Federal Savings and Loan Association,
of record in Book  6074,  page  893,  Register's  Office  for  Davidson  County,
Tennessee.

4.  Statement  of  Continuation  in favor of  Savers  Federal  Savings  and Loan
Association  of record in Book 7560,  page 12,  Registers  Office  for  Davidson
County, Tennessee.

5.  Assignment of Rents and Leases in favor of Savers  Federal  Savings and Loan
Association,  of record in Book 6074, page 896,  Register's  Office for Davidson
County, Tennessee.

6.  Assignment  of  Construction  Contract  to Savers  Federal  Savings and Loan
Association  of record in Book 6074,  page 907,  Register's  Office for Davidson
County, Tennessee.

7.  Assignment of Plans and  Specifications  to Savers Federal  Savings and Loan
Association,  of record in Book 6074, page 914,  Register's  Office for Davidson
County, Tennessee.

8.  Assignment  of  Management  Agreement  to Savers  Federal  Savings  and Loan
Association,  of record in Book 6074, page 920,  Register's  Office for Davidson
County, Tennessee.

<PAGE>

9.  
 

10. Easement for flow of Simms Creek across premises.

11. 


12.  Encroachments,  restrictions,  easement and other  matters shown on plat of
record in Book 6250, page 84, Register's Office of Davidson County, Tennessee.

13.  Agreements  for  Dedication  of Easement for Sanitary  Sewers  and/or Storm
Drainage to the  Metropolitan  Government  of  Nashville  and  Davidson  County,
Tennessee,  of record in Book 4260, page 10, and Book 4427, page 915, Registered
Office of Davidson County, Tennessee.

14.                         Lease between  Nashville  Lodging Company and Metric
Partners Growth Suite Investors, L. P. executed simultaneously herewith.

<PAGE>


                            SCHEDULE B

Land in Davidson  County  Tennessee  said Parcel being Lot No. 1 as shown on the
subdivision  Plat of the  Atrium  Phase  One,  of  record  in Book 6250 page 84,
Register's  Office  Davidson  County,  Tennessee,  and being  more  particularly
described by metes and bounds as follows:

Beginning at the northwest  intersection of Atrium and Elm Hill Pike, said point
being the most northerly  radius return of said  intersection;  thence along the
easterly  margin of Atrium Way North 07 deg. 57 min. 08 sec.  East a distance of
109.53 feet to a point;  thence South 82 deg. 02 min. 52 sec. West a distance of
5.00 feet to a point;  thence  around a curve to the left having a central angle
of 73 deg. 59 min. 28 sec.,  a radius of 166.00 feet, a length of 214.37 feet, a
chord which  bears  North 44 deg. 56 min. 52 sec.  West for a distance of 199.78
feet;  thence North 81 deg. 56 min. 36 sec. West, a distance of 149.69 feet to a
point;  thence  leaving  said right of way North 18 deg. 47 min. 21 sec.  East a
distance of 123.44 feet to a point;  thence North 50 deg. 03 min. 51 sec. East a
distance of 255.00 feet to a point; thence South 69 deg. 09 min. 37 sec. East, a
distance of 96.81 feet to a point;  thence South 22 deg. 06 min. 36 sec.  West a
distance of 29.16 feet to a point;  thence South 69 deg. 44 min. 06 sec., East a
distance of 136.16 feet to a point;  thence North 32 deg. 04 min. 16 sec. East a
distance of 57.74 feet to a point;  thence South 29 deg. 57 min. 39 sec.  East a
distance of 112.74 feet to a point;  thence South 73 deg. 58 min. 30 sec. East a
distance of 233.32 feet to a point;  thence South 08 deg. 41 min. 38 sec. West a
distance of 301.97 feet to a point situated in the northerly  margin of Elm Hill
Pike;  thence along said road, South 82 deg. 02 min. 52 sec. West, a distance of
374.00  feet to a point;  thence  around a curve to the  right  having a central
angle of 90 deg.  00 min.  00 sec.,  a radius of 25.00  feet,  a length of 39.27
feet,  a chord which bears North 52 deg. 57 min. 08 sec.  West for a distance of
35.36 feet to the point of beginning and containing  5.70 acres of land, more or
less,  according  to a survey  made by Allen R.  Trombo of Dale and  Associates,
Tennessee Registered Land Surveyor No. 1127, on April 20, 1989.

Being the same  property  conveyed to  Nashville  Residence  Corp.,  a Tennessee
Corporation, by deed from Miller Kimbrough, Jr., Trustee of record in Book 6074,
page 851, Register's Office for Davidson County, Tennessee.

THERE  IS  INCLUDED  in this  conveyance  easements  over the  herein  described
property  for  access,  maintenance,  use  and  support  at such  buildings  and
improvements.


<PAGE>


STATE OF ____WISCONSIN_________________)
                                   )    SS.
COUNTY OF ____MILWAUKEE________________)

     On , before me, the  undersigned,  a Notary  Public in and for said  state,
personally appeared  ____________________ and ____________________,  known to me
to be the  ____________________  and ____________________ of Nashville Residence
Corporation,  a Tennessee corporation,  the general partner of Nashville Lodging
Company, a Wisconsin limited partnership,  described in the attached instrument,
and also known to me to be the person who executed the  attached  instrument  on
behalf of Nashville  Lodging  Company,  and  acknowledged  to me that  Nashville
Loding Company executed the same.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal.





                                  --------------------
                                     Notary Public


<PAGE>








                            EXHIBIT B




                         SHORT FORM LEASE





















<PAGE>


THIS INSTRUMENT PREPARED BY:
Joan H. Story, Esq.
Pettit & Martin
101 California St.
Suite 3500
San Francisco, CA 94111

          SHORT FORM OF LEASE THIS LEASE,  made and entered  into this  ________
day of April 1989, by and between NASHVILLE LODGING COMPANY, a Wisconsin limited
partnership,  as Lessor,  and METRIC  PARTNERS GROWTH SUITE  INVESTORS,  L.P., a
California limited partnership, as Lessee,

                              W I T N E S S E T H:

          WHEREAS  Lessor is the owner of all the real  property  including  the
land (the "Land") and all buildings,  structures and  improvements  thereon (the
"Improvements"),  located at 2300 Elm Hill Pike, Nashville,  Tennessee, commonly
known as the  Residence  Inn By  Marriott  and more  particularly  described  in
Exhibit A hereto; and

          WHEREAS Lessor wishes to sell to Lessee the  Improvements and to lease
to  Lessee  the  Land,  together  with  all  rights,  privileges  and  easements
appurtenant  thereto (herein  collectively  called the  "Premises"),  and Lessee
wishes to  purchase  from Lessor the  Improvements  and to lease from Lessor the
Premises,  all as more particularly  described in that certain Purchase and Sale
Agreement,  dated April_________ , 1989, among Nashville Residence  Corporation,
Lessor and Lessee.



<PAGE>


          NOW, THEREFORE, Lessor and Lessee hereby agree as follows:

          1. That upon the covenants and conditions as set forth in that certain
unrecorded  lease of even date  between  Lessor and  Lessee  (said  lease  being
hereinafter  called the  "Lease"),  Lessor does hereby lease the  Premises  unto
Lessee,  and Lessee does hereby hire and take the Premises from Lessor.  By this
reference the Lease is incorporated in this instrument and made a part hereof.

          2. The term of this Lease shall  commence on the date hereof and shall
terminate  on the ______ day of April,  2049,  unless  said term shall be sooner
terminated under the provisions of the Lease.

          3. The Lease provides Lessee with an option (the "Option") to purchase
the Premises on terms and conditions and for the  consideration set forth in the
Lease.

          4. This Short Form of Lease does not modify, alter, amend or change in
any way the  provisions  of the Lease,  which shall for all purposes  govern and
determine the relationship between Lessor and Lessee and their rights and duties
with respect to this lease.

<PAGE>


          IN WITNESS  WHEREOF,  the undersigned have executed this Short Form of
Lease as of the day and year first hereinabove written.

                         NASHVILLE LODGING COMPANY,
                         a Wisconsin limited partnership

                         By Nashville Residence Corporation,
                            a Tennessee corporation

                            By______________________________
                               its__________________________

                            By______________________________
                               its__________________________


                         METRIC PARTNERS GROWTH SUITE INVESTORS,
                         L. P., a California limited partnership

                         By:  Metric Partners, an Illinois
                              general partnership, its managing
                              partner

                              By:  FGM Investment Partners, L.P.,
                                   a California limited
                                   partnership, its general
                                   partner

                                   By:  FGM Investments, Inc., a
                                        California corporation,
                                        its general Partner

                                        By:________________
                                             Its Authorized
                                             Representative


<PAGE>


STATE OF ______________________)
                               )   SS
COUNTY OF______________________)

          On __________________ , before me, the undersigned, a Notary Public in
and   for   said   state,   personally   appeared    ____________________    and
__________________________  , known  to me to be the  __________________________
and ____________________________of  Nashville Residence Corporation, a Tennessee
corporation,  the general  partner of  Nashville  Lodging  Company,  a Wisconsin
limited partnership,  described in the attached instrument, and also known to me
to be the person who  executed the  attached  instrument  on behalf of Nashville
Lodging  Company,  and acknowledged to me that Nashville Loding Company executed
the same.

          IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  and  affixed  my
official seal.



                                   -----------------------
                                        Notary Public


<PAGE>


                                    EXHIBIT C

                             Nashville Residence Inn
                                  Ground Lease
                                  Option Price


              Base Option                            Base Option
              -----------                            -----------


  12-mo                                    12-mo
  ending        Price           Increase   ending       Price          Increase
  ------        -----           --------   ------       -----          --------

   1990       2,100,000                     2020      18,549,402       1,586,309
   1991       2,200,000         100,000     2021      20,294,342       1,744,940
   1992       2,310,000         110,000     2022      22,213,777       1,919,434
   1993       2,431,000         121,000     2023      24,325,154       2,111,378
   1994       2,584,100         133,100     2024      26,647,670       2,322,515
   1995       2,710,510         146,410     2025      29,202,437       2,554,767
   1996       2,871,561         161,051     2026      32,012,681       2,810,244
   1997       3,048,717         177,156     2027      35,103,949       3,091,258
   1998       3,243,589         194,872     2028      38,504,343       3,400,395
   1999       3,457,948         214,359     2029      42,244,778       3,740,434
   2000       3,693,742         235,795     2030      46,359,258       4,114,478
   2001       3,953,117         259,374     2031      50,885,181       4,525,926
   2002       4,238,428         285,312     2032      55,883,699       4,978,513
   2003       4,552,271         313,843     2033      51,340,069       5,478,370
   2004       4,897,498         345,227     2034      67,364,078       6,024,007
   2005       5,277,248         379,750     2035      73,990,484       6,626,408
   2006       5,694,973         417,725     2036      81,279,532       7,269,048
   2007       6,154,470         459,497     2037      89,297,485       8,017,953
   2008       6,659,917         505,447     2038      98,117,234       8,819,749
   2009       7,215,909         555,992     2039     107,818,957       9,701,723
   2010       7,827,500         611,591     2040     118,490,853      10,671,896
   2011       8,500,250         672,750     2041     130,229,938      11,739,085
   2012       9,240,275         740,025     2042     143,142,932      12,912,994
   2013      10,054,302         814,027     2043     157,347,225      14,204,293
   2014      10,949,733         895,430     2044     172,971,948      15,624,723
   2015      11,934,706         984,973     2045     190,159,142      17,187,195
   2016      13,018,177       1,083,471     2046     209,065,057      18,905,914
   2017      14,209,994       1,191,818     2047     229,861,562      20,796,506
   2018      15,520,994       1,310,999     2048     252,737,719      22,876,158
   2019      16,963,093       1,442,099     2049     277,901,490      25,163,772


<PAGE>


                                    EXHIBIT D

                 LONG FORM DEED OF TRUST AND ASSIGNMENT OF RENTS

This Deed of Trust,  made this 24 day of April, 1989 , between Nashville Lodging
Co., A Wisconsin Limited Partnership ,herein called Trustor,  whose address is 3
Corporate  Plaza,  Suite 202,  Newport,  California  92660 Philip Kelly , herein
called Trustee and Metric Partners Growth Suite Investors,  L.P. , herein called
Beneficiary.

Witnesseth: That Trustor irrevocably grants transfers and assigned to trustee in
trust,  with power of sale,  that  property  in  Davidson  County,  Tennessee  ,
described as: SEE SCHEDULE B ATTACHED HERETO.

This conveyance is subject to the matters on Schedule A attached hereto and Deed
of Trust,  Leasehold  Deed of Trust and  Security  Agreement  dated of even date
herewith from Beneficiary (as Trustor) to Trustor (as Beneficiary).

TOGETHER WITH the rents,  issues and profits thereof,  SUBJECT,  HOWEVER, to the
right, power and authority  herein-after given to and conferred upon Beneficiary
to  collect  and apply  such  rents,  issues  and  profits.  For the  Purpose of
Securing:
     1.  Performance  of each  agreement  of Trustor  herein  contained.  2. The
monetary damages of Beneficiary, if any, arising from a breach by Trustor of its
obligation  to sell  certain  real  property as set forth in Paragraph 5 of that
certain Lease by and among Trustor, as Lessor, and Beneficiary,  as Lessee dated
of even date herewith.

<PAGE>


STATE OF______________________ )
                               )   SS
COUNTY OF_____________________ )


     On ______________ , before me, the undersigned,  a Notary Public in and for
said state, personally appeared _______________________________ , known to me to
be the  authorized  representative  for  FGM  Investments,  Inc.,  a  California
corporation,  the general partner of FGM Investment Partners, L.P., a California
limited partnership, the general partner of Metric Partners, an Illinois general
partnership,  the managing  partner of Metric Partners  Growth Suite  Investors,
L.P., the California limited partnership  described in the attached  instrument,
and also known to me to be the person who executed the  attached  instrument  on
behalf of Metric Partners Growth Suite  Investors,  L.P. and  acknowledged to me
that Metric Partners Growth Suite Investors, L.P. executed the same.

          IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal.





                                   ------------------
                                     Notary Public