SIXTH AMENDMENT
TO REPLACEMENT MANAGEMENT AGREEMENT

This Sixth Amendment to Replacement Management Agreement (the "Sixth
Amendment") is entered into on the 31st (day of January, 1997 to be effective 
as of the 4th day of Januarv, 1997 by and among AMI Operatine Partners, L.P., 
a limited partnershiporganized and existing under the laws of the State of 
Delaware (hereinafter referred to as the "Partnership"); Sixteen Hotels, Inc., 
a corporation organized and existing under the laws of the State of Maryland 
(hereinafter referred to as the "Corporation"); and
Winegardner & Hammons, Inc., a corporation organized and existing under the 
laws of the State of Ohio with offices at 4243 Hunt Road, Cincinnati, Ohio 
45242 (hereinader referred to as "Manager").

PRELIMINARY STATEMENTS

	1. The parties have entered into a certain Replacement Management
Agreement (the "Management Agreement") to be effective as of January 4, 1992.

	2. The parties have also entered into a First Amendment to Replacement
Management Agreement (the "First Amendment") to be effective as of December 31,
1992. 

	3. The parties have also entered into a Second Amendment to Replacement
Management Agreement (the ~Second Amendment") to be effective as of October 9,
1996.

	4. The parties have also entered into a Third Amendment to Replacement
Management Agreement (the "Third Amendment") to be effective as of November 4,
1996.

	5. The parties have also entered into a Fourth Amendment to Replacement
Management Agreement (the "Fourth Amendment") dated to be effective December 4,
1996.

	6. The parties have also entered into a Fifth Amendment Replacement
Management Agreement (the "Fifth Amendment") dated to be effective December 20,
1996.

	7. For purposes of this Sixth Amendment, the Management Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment
and the Fifth Amendment are collectively referred to as the "Agreement".

	NOW, THEREFORE. in consideration of the above Preliminary Statements, which
shall be and by this reference are incorporated as part of this Sixth Amendment,
the continued performance by the parties of their respective obligations 
under the Management Agreement, and other good and valuable consideration, 
the receipt and sufficiency of which is hereby acknowledged, the parties 
do hereby agree as follows:

	1. The fifth line of Arricle 2.02 of the Agreement shall be modified by
replacing the word "fifth" with the word "ninth".

	2. Article 3.01(b)(i)(aa) and (bb) shall be added to the Agreement to read as
follows:

	"(aa) The Minimum Base fee Multiplier shall be increased from $65,000
tO $75,000 if at any time during either the Initial Term or any Renewal Term, a 
Qualifying Event shall have occurred with respect to either one or both of the 
two Baltimore Hotels described on Exhibit A-1 as the Holiday Inn 
Baltimore-Inner Harbor (Downtown) and the Holiday lnn Baltimore-Int'l. 
Airport (hereinafter collectively referred to as the "Two Hotels").

	(bb) For purposes hereof, a "Qualifying Event" shall mean the occurrence 
of any one of the following events during the Initial Term or any Renewal
Term as respects any one or more of the Two Hotels: Any one or more of the 
Two Hotels ceases to be operated under a franchise or license issued by 
Holiday Inns Franchising, Inc.; any one or more of the Two Hotels is sold 
to a Third Party Purchaser; any one or more of the Hotels is destroyed by fire 
or other casualty and not rebuilt, or is condemned."

3. Article 3.01(c)(i)(cc) shall be added to the Agreement to read as follows:

	"(cc) By way of further illustration, if the Qualifying Event described in
Article 3.01(b)(i)(bb) above occurred with respect to one of the Two Hotels, the
Minimum Base Fee Multiplier would be increased from $65,000 to $75,000 for 
purposesof computing the Minimum Base Management Fee."

 4. Article 3.01(c)(ii)(cc) shall be added to the Agreement to read as follows:
	"(cc) By way of fiurther illustration, if the Qualifying Event descabed in
Article 3.O1(b)(ii)(bb) above occurred with respect to one of the Two Hotels, 
the Minimum Base Fee Multiplier would be increased from $65,000 to $75.000 
for purposes of computing the Minimum Base Management Fee."

	5. The fifth line of Article 3.01(d) shall be modified by adding after the 
words "a Holiday Inn" the words "or any other Franchise".

	6. The second line of Article 3.01(h)(ii) shall be modified by replacing the
number "$15,000" with the number "$17,500".

	7. Article 18.04(iv) shall be replaced in its entirety and rewritten to read as
follows:

	"(iv) Commencing with the first day of Fiscal Year 1997 and continuing
thereafter for the remainder of the Initial Term' the Partnership may only 
terminate the Agreement upon the occurrence of any one of the events 
collectively defined below as the "Events of Authorized Termination". Thus, 
commencing with the first day of Fiscal Year 1997, the Partnership specifically 
waives any rights to terminate the Agreement by the payment to Manager of a 
Termination Fee or other equivalent fee or payment. The "Events of Authorized 
Termination" are hereby defined to include any one or more of the
following events:

	(aa) The occurrence of an Event of Default which results in
Manager being a Defaulting Party under the Agreement and the subsequent election
by the Pastnership to exercise its rights of termination pursuant to 
Article 14.02 above;

	(bb) The sale of all of the Hotels identified on Exhibit A to a
Third Party Purchaser; or

	(cc) The acquisition of all of the Hotels identified on Exhibit A
by the Successor Entity."

	8. Article 18.04(v), (vi), (vii) and (viii) shall be added to the Agreement to
read as follows:

	"(v) If the parties elect to extend the term of the Agreement for any one
or more of the Renewal Terms, then during any one of such Renewal Terms, the
Agreement mav only be rerminated bv the Partnership if any one of the Events of
Authorized Termination occurs during the applicable Renewal Term.

	(vi) Upon the occurrence of any of the Events of Authorized
Termination, the Agreement shall automatically terminate without penalty as of 
the date of the occurrence of such event. Such termination shall not, however, 
release either Manager or the Partnership from anv obligations 
under the Agreement arising or accruing prior to the effective date of the 
termination of the Agreement.

	(vii) If the Successor Entity acquires all or some of the Hotels. then the
Agreement shall remain in full force and effect, and Manager shall continue 
to perform its services thereunder for the benefit of the Successor Entiny; 
provided. however, that the Agreement shall be deemed to have been 
amended in accordance with the provisions set forth in the Comfort Letter 
(which amendments include. but are not limited to, the fact that either the 
Successor Entity or Manager shall have the right to terminate the Agreement 
at any time, with or without cause, provided that in the event of a termination
without cause, the party so terminating shall give the other party not less 
than ninety (90) days prior written notice of such termination). 
Notwithstanding the foregoing to the contrary, however, the provisions 
in the Comfort Letter shall be specifically amended and otherhise modified 
by the provisions of this Sixth Amendment to provide that, if the
Successor Entity is the party terminating the Agreement without cause, 
such tennination shall not impose anv obligation upon the Successor Entity 
to pay to Manager any Termination Fee. At the request of any one 
of the Holders or Lenders, Manager shall enter into appropriate modifications 
to the Comfort Letter to reflect modifications set forth in the prececding 
sentence.

	(viii) If the Successor Entity acquires some (but not all) of the Hotels,
then, as between Manager and Partnership the Agreement shall remain in effect 
only with respect to those Hotels which have not been acquired by any 
Successor Entity. Upon such an occurence, the provisions relative 
to the payment of a Minimum Base Management Fee as set forth in Article 
3.01(b) and (c) of the Agreement shall be applicable."

9. Article 18.06 shall be added to the Agreement to read as follows:

	"18.06 Lien Rights. Nothing contained in the Agreement shall be
construed or otherwise interrupted as granting to Manager a security interest in
and/or to any one or more of the Hotels or shall otherwise constitute a 
lien or encumbrance on or against the land on which any one 
or more of the Hotels is located."

10. Article 18.07 shall be added to the Agreement to read as follows:

	"18.07 Assignment of Interest in Mortgage Loans and Ternination Rights
of any Successor Entity.

(a) The parties acknowledge and confirm that:

	(i) ALI Inc. is the successor in interest to, and has been
substituted for certain of the fimns named as Lenders or Holders and included 
in the Lending Group, as those terms are defined in the Agreement and 
the Comfort Letter;

	(ii) Definitions and reference in the Agreement or the Comfort
Letter to Lenders, Holders, Lending Group, Successor Entity or any other 
comparable term shall include ALI Inc. and the successors and assicns 
of ALI Inc. or other member of the Lending Group;

	(iii) The current listing of the Lenders and Holders is as set forth
on Exhibits 2 and 3 attached hereto;

	(iv) Crown NorthCorp has replaced Norwest Bank Minnesota,
N.A. as the "Agent" (which term shall have the meaning as set forth in the 
Comfort Letter); and

	(v) To the extent there is any conflict in the terms, provisions or
conditions set forth in this Sixth Amendment with the terms, provisions and 
conditions set forth in the Comfort Letter, the parties acknowledge and 
agree that the terms, provisions and conditions of the Sixth Amendment 
shall govern and control."

	(b) In the event all or some of the Hotels are acquired by any Successor
Entity, the provisions set forth in the Comfort Letter, as specifically 
modified by the provisions set forth in Article 18.04(vii) which have 
been added to the Agreement by the provisions of this Sixth Amendment, shall 
govern and control with respect to the termination rights granted 
to the Successor Entity or Manager."

11. Article 18.08 shall be added to the Agreement to read as follows:

	~18.08 Additional Termination Rights of Partnership and Manager.
Notwithstanding any of the other provisions set forth in Article 18 of the 
Agreement.  Including but not limited to the provisions set forth in Article 
18.04 (iv), either Partnership or Manager shall have the right to 
terminate the Agreement at any time, with or without cause, provided that in 
the event of a termination without cause. the parties so terminating
shall give the other party not less than ninety (90) days prior written notice 
of such termination and provided further that the Partnership may not 
terminate the Agreement without the prior written consent of ALI Inc. 
or its successors. which consent may be given or withheld in the 
sole discretion of ALI Inc. or its successors. If the Partnership is
the party terminating the Agreement without cause, such termination shall 
not impose any obligation upon Partnership to pay to Manager any 
Termination Fee."

	12. Article 90.01(v) shall be replaced in its entirety and re-written to 
read as follows:

	"(v) Lending Group -- currently the lenders who are listed on Exhibit 3
annexed hereto and who are referred in the Comfort Letter as the Holders who
collectively hold the Existing Mortgage to the Partnership."

	13. Article 20.01(hh.1) shall be amended by the addition of the following
sentence at the end the Article to read as follows:

	"The current Lenders under the Priming Loan Agreement are as set forth
on Exhibit 2 attached hereto, and the current Agent under the Priming Loan 
Agreement is Crown NorthCorp."

	14. Article 21.01(rr), (ss) and (tt) are hereby added to the Agreement to 
read as follows:

	"(rr) Comfort Letter - that letter from Manager dated May 6, 1992
addressed to Norwest Banlc, Minnesota, N.A. and IBJ Schroder Bank & Trust 
Company, a copy of which is attached hereto as Exhibit 1 and incorporated 
herein by this reference as if fully restated below.

	(ss) Events of Authorized Ternunation - a collective term to describe
each of the events set forth in Article 1 8.04(iv) of the Agreement.

	(tt) Successor Entity - the term shall have the meaning as set forth in
the Comfort Letter."

	15. On Exhibit B in Calculation 2 the "schedule" (located at the bottom of
page 1 of Exhibit B) used to compute the Incentive Management Fee on an 
annualized basis shall be replaced in its entirety and rewritten to read 
as follows:

	"PRID: Hurdle         Incentive Mgt. Fee	       Applicable Percentage on
	on an Annualized	     on an Annualized	         Amounts in Excess of PRID
	Basis	Basis	Hurdle
	$7,500,000                $0	                         10.0%
	$10,000,000	              $250.000	                   17.5%
	$12,500,000	              $687,500 	                  22.5%"

	16.	The first full paragraph on page 2 of Exhibit B beginning with the words
"For purposes of illustration" shall be replaced in its entirety and rewritten 
to read as	follows:

	"For purposes of illustration, if after the expiration of the first quarter in
any Calculation Period, the PRID was $3,750,000; the PRID computed on an 
annualized basis would be $15,000,000, and the Incentive Management Fee 
computed on an annualized basis would be $1,250,000 "

	17. Paragraph (d) on page 7 of Exhibit B entitled "Applicable Percentage" 
shall be replaced in its entirety and rewritten to read as follows:

	"(d) Applicable Percentage~ those percentages set forth in Calculation 2
above (i.e. 10%, 17.5% and 22.5%) which are used to compute the amount of 
Incentive Management Fee if the PRID computed on an annualized basis is in 
excess of the PRID Hurdle."

	18. The penultimate and last line of Article 2.03 of the Agreement shall be
deleted in their entirety and replaced with the words "extend the term of 
the Agreement at any time".

	19. Except as modified above, all other provisions in the Agreement, including
but not limited to all of the Amendments thereof and shall remain in full force 
and effect.

IN WITNESS WHEREOF. the parties have duly executed and delivered this
Second AmendmeM. effective as of the day and year first above written, to 
evidence their understanding on such date.

                                  PARTNERSHIP:
                                  AMI OPERATING PARTNERS, L.P.

	Witness:                         By: PRIME-AMERICAN REALTY CORP.,
		                                    its general partner

                                  /s/ S. Leonard Okin
                                      Its: Vice President

                               			CORPORATION:
			                               SIXTEEN HOTELS, INC;

                                  /s/ J. Erik Kamfjord
                                      Its: President

	                               		MANAGER:
                                  Winegardner & Hammons, Inc.

                                  /s/ J. Erik Kamfjord
                                      Its: President
      
Exhibit 1


WINEGARDNER & HAMMONS, INC.
4243 HUNT ROAD
CINCINNATI, OHIO 45242

May 6, 1992
Norwest Bank Minnesota, N.A.
6th Street and Marquette Avenue
Minneapolis, Minnesota 55479
Att: Corporate Trust Department

IBJ Schroder Bank and Trust Company
One State Street
New York, New York 0004
Att: Mr. Max Volmar

Re: Holiday Inn Hotels listed on Exhibit A

Gentlemen:

	Winegardner & Hammons, Inc. (~W&H"), has entered into a
Replacement Management Agreement and a Construction Services
Agreement (respectively the "Management Agreement" and the
"conseruction Services Agreement", and collectively, the
"Agreements", with AMI Operating Partners L.P. ("AMI"), pursuant
to which W&H has agreed to provide management and construction
supervision services for 16 Holiday Inns owned by AMI and more
particularly described in Exhibit A annexed hereto (collectively,
the "Hotels").

	In connection with the Agreements, you have advised us as
follows:

A. The Lenders listed in Exhibit 9 annexed hereto (the
"Lenders", have agreed to make a loan (the "First Loan"), to AMI
secured in part by a mortgage lien on the Hotels, as more
particularly set forth in a Loan Agreement dated as of February
28, 1992 (as the same may from time to time be amended, the
"Priming Loan Agreement"). The First Loan is held in the name of
Norwest Bank Minnesota, N.A. as agent (together with its
successors as agent, the "Agent").

B. The Holders listed in Exhihit C annexed hereto (the
"Holders") have made a loan ( the "Second Loan") to AMI secured in
part by a mortgage lien on the Hotels, as more particularly set
forth in a Note Purchase and Loan Agreement dated as of December
15, 1996 (as the same may from time to time be amended, the "Loan
Agreement"). The Second Loan ls held in the name of I.B.J.
Schroeder Bank and Trust Company, as servicer (together with its
successors as servicer or agent, the "Servicer").

C. AMI has filed a petition seeking relief under the provisions
of Chaprer 11 of title 11 of the United States Code, Case No.
92B-41245 (PBA) (the "Bankruptcy Proceeding") with the United
States Bankruptcy Court, Southern District of New York (the
"Bankruptcy Court").

D. Subject to the confirmation by the Bankruptcy Court of the
Plan of Reorganization filed by AMI in connection with the
Bankruptcy Proceeding, the Lenders will enter into certain
modififarions of the First Loan with AMI, and the Holders will
enter into certain modifications of the second Loan with AMI.

E. The obligations of the Lenders in connection with the First
Loan and the modification thereof referred to in clause D above,
and the obligations of the Holders in connection with the
modification of the Second Loan referred to in clause D above,
are contingent upon W&H executing and delivering this letter, and
the execution and delivery of this letter by W&H is a material
inducement to the Lenders and Holders to enter into such
obligations.

F. AMI has consented to W&H's allowing the inspection, by the
Agent, the Servicer, the Lenders and the Holders, of the books
and records held by W&H, and to the receipt by each of said
parties of information from W&H regarding the Hotels.

Accordingly, we agree with you as follows:

1. As used herein:

	(a) The term "Loans" shall mean, collectively, the First
Loan and the Second Loan.

	(b) The term "Required Landers" shall have the meaning set
forth in the Priming Loan Agreement.

	(c) The term "Required Holders" shall have the meaning set
forth in the Loan Agreement.

	(d) The term "Successor Entity" shall mean any of (1) the
Agent and its successors, (2) the Servicer and its successors,
(3) the Lenders or any Lender, (4) any nominee or designee of the
Agent, the Lenders or any Lender; (5) the Holders or any Holder,
(6) any nominee or designee of the Servicer, the Holders, or any
Holder, or (7) any other party aqcuiring title (which shall 
include, where applicable, aqcuisition of a leasehold interest)
to the Hotels or any Hotel pursuant to a foreclosure of either of
the Loans or pursuant to a deed in lieu of foreclosure, or from
any entity otherwise referred to in clauses (1) through (7) of
this Paragraph 1(d).

2. W&H hereby certifies that:

(a) The Agreements have been executed and delivered
contemporaneously herewith, are unmodified and in full Force and
effect, to the best of W&H's knowledge there are no defaults
thereunder, and all fees and other payments payable to W&H
thereunder are current;

(b) There are in existence, and were in existence at the
time of the first Advance under the Priming Loan Aqreement, no
Plans and Specifications (as defined n the Prining Loan
Agreement) other than those relating to the Inner Harbor
Alterations (as defined in the Priming Loan Agreement) more
particularly described in Exhibit M-7 to the Priming Loan
Agreement (the "Inner Harbor Plans and Specifications");

(c) Any existing Contracts (as defined in the Priming Loan
Agreement have been approved by W&H and, if required by the
Priming Loan Agreement, by the Consulting Professional (as
defined in the Priming Loan Agreement);

(d) Completion of the Inner Harbor Alterations and the Work
in accordance with the Plans and Specifications and the
Construction Schedule will satisfy all existing deficiencies
raised by Holiday Inns, Inc. and its franchising affiliates
(collectively, "HII") with respect to the Hotels, including,
without limitation, any Product Improvement Programs;

	(e) With the exception of the Inner Harbor Alterations and
certain of the Work to be performed at the Lancaster East Hotel,
none of the Work to be performed requires architect's plans to be
prepared; and

(f) With the exception of the Inner Harhor Alterations and
certain of the work to be performed at the Lancaster East Hotel,
none of the Work to be performed requires any approval of HII.

3. W&H hereby consents to the collateral assignment of the
Aqreements by AMI to each of the Agent and the Servicer, as
security for repayment of the respective Loans (as the same may
be modified), but such assignment shall in no event be construed
or deemed to be an assumption by the Agent, the Servicer, the
Lenders, or the Holders of any obligations of AMI under the
Agreements.

4. W&H hereby acknowledges and agrees that, notwithstanding
anything to the contrary contained in Section 5.09(b) of the
Management Agreement, the Cash Reserve for Capital Replacements
(referred to in the Priming Loan Agreement as the "FF&E Account~)
shall be held by the Lenders or the Holders, or as they may
direct, pursuant to the Priming Loan Agreement or the Loan
Agreement, as the same may be modified from time to time.

5. W&H will provide both the Agent and the Servicer at the above
addresses (or such other addresses as may be specified in a notice
to W&H) with copies of all notices of default on the part of AMI
under the Agreements, and shall afford each of the Agent and the
Servicer an opportunity to cure such defaults, which rights shall
be coincident and coterminous with the right of AMI to effect
such cure, except that each of the Agent and the Lender shall
have an additional fifteen (15) day period, after the expiration
of the period in which AHI is required to effect such cure, to
effect the same ( and performance by the Agent or the Servicer
shall be accepted by W&H as though the same had heen performed by
AMI), and there shall be no default deemed to exist under the
Agreements unless such cure shall not have been completed within
such period.

6. Anything in the Agreements or by law notwithstanding, W&H
will not assert any right it might have to terminate the
Agreements or performance of its services thereunder as the
result of a default by AMI without giving written notice thereof
to the Agent and the Servicer, specifying the claimed default,
and notwithstanding the occurrence of any such default, W&H shall
take no action to rescind or terminate the Agreements and shall,
at the request of either the Agent or the Servicer, continue
performance of its obligations thereunder, in accordance with the
terms thereof, provided that the default shall be cured (as
provided in Paragraph 5 hereof or otherwise), and W&H shall, be
paid for its services in accordance with the fee schedules set
forth in the Agreements.

7. In the event all or some of the Hotels are acquired by any
Successor Entity, the Aqreements shall remain in full force and
effect, and W&H shall continue to perform its services thereunder

for the benefit of the Successor Entity, provided, however, that
the Agreements shall be deemed to have been amended in the
following respects (and, at the request of the Successor Entity
or W&H, the parties shall enter into modification of the
Agreements to evidence such amendments):

	(a) There shall be no payment by the Successor Entity of
any Administrarion Fee, termination Fee or any other fee or
charge under the Agreements in connection with the transfer of
the Hotels to the Successor Entity (it being understood that the
provisions of the Management Agreement relating to Administtation
and Termination Fees shall, however, remain applicable in
accordance with their terms to future transactions);

	(b) The Successor Etity or W&H shall have the right to
terminate the Agreements at any time, with or without cause, and
without payment of any Administration Fee, Termination Fee, or
any other fee or charge, provided that in the event of a
termination without cause the party so terminating shall give the
other party not less than ninety (90) days prior written notice
of such termination, and if the Successor Entity is the party
terminating without cause, the provisions of the Management
Agreement relating to the Termination Fee shall remain applicable
in accordance with their terms);

	(c) Upon termination of the Management Agreement by the
Successor Entity, without cause, for less than all of the Hotels,
W&H shall be entitled to an Administration Fee as respects the
Hotels for which the Management Agreement is terminated, on the
terms and conditions set forth in the Management Agreement:

	(d) Any provisions in either of the Agreements relating to
arbitration shall be deemed to have been deleted;

	(e) W&H shall not be permitted to undertake any actions not
provided for in the then-approved Annual Plan (other than in
connection with the day-to-day operations of the Hotels) without
the prior written consent of the Successor Entity (it being
understood that at the time of transfer or thereafter, the
Successor Entity may, at its option, consent in advance to
certain deviations from an approved Annual Plan);

	(f) All employees of the Hotels (includinq, without
limitation, the Hotels located in the state of Connecticut and
the Commonwealth ot Pennsylvania) shall become employees of
Sixteen Hotels, Inc., or another affiliate of W&H, it being
understood that any sales tax payable in connection therewith
shall be deemed to be an operating expense of the Hotels, but
will be excluded from the computation of any Incentive Managenent
Fee under the Management Agreement; and

	(g) Any employee benefit plans affecting the Hotels will be
subject to the review and approval of the Successor Entity.

Neither the Agent, the Servicer, the Lenders or any Lender, or
the Holders or any Holder. or any nominee or designee of any of
them, shall incur any personal liability to W&H under the
Aqreements as the result of any such acquisition or transfer
except to the extent that (and for so long as) any such entity
becomes the owner of any of the Hotels.

8. If the Agreements shall terminate for any reason, or be
rejected or disaffirmed pursuant to any bankruptcy law or any
other law affectng creditors' rights. W&H shall, if notice has
not theretofore been provided to the Agent or the Servicer,
immediately notify the Agent and the Servicer of such
termination, rejection or disaffirmance, and the Agent or the
Servicer (or entities designated by either of them) shall have
the right, exercisable by notice to W&H within sixty (60) days
after the Agent or the Servicer (or other Successor Entity)
obtains possession of the Hotels, to enter into new agreements
for the management and providing of construction supervision
services with respect to the Hotels (or those of the Hotels
acquired by the Agent, Servicer, or other Successor Entity) on
the same terms and conditions as are contained in the Agreements
(as amended by clauses (a) through (g) of Paragraph 7) for tbe
remainder of the term of the Agreements. The receipt of such new
agreements shell be subject to the curinq, by the Agent,
Servicer, or other Successor Entity, of any outstanding curable
defaults under the Agreements. If both Loans are in effect and
both the Agent and the Servicer send the notices referred to in
this Paragraph 8, the notice sent by the Agent shall take
precedence. The provisions of this Paragraph 8 shall survive the
termination of the Agreements.

9. W&H shall not amend, modify or, (subject to the provisions of
this letter) terminate the Agreements without the prior written
consent of Required Lenders and Required Holders.

10. From time to time, at the request of any of the Agent, the
Servicer, Required Landers, or required Holders, W&H will execute
and deliver to the party so requestinq an estoppel certificate
indicatinq (a) that the Agreenents are unmodified (or, if
modified, settinq forth the modifications) and in full force and
effect, and that to the knowledge of W&H there is no default (or
specifying any default of which W&H has knowledge or notice), the
date of expiration of the term of the Aqreements, and the dates
through which W&H has received payment under tbe Agreements, it
being understood that any such certification may be relied upon by
the Agent, the Servicer, the Lenders, the Holders, and any
Successor Entity.

11. The Agent, the Servicer, the Lenders, the Holders, and any
Successor Entity shall have the same rights as are afforded to
AMI under the Agreements to inspect books and records held by W&H
with respect to the Hotels, and to the receipt of information
regarding the Hotels from W&H.

12. All amounts otherwise payable to AMI under the Agreements
shall instead be paid into the Excess Cash Account (as such term
is defined in the Priming Loan Agreement) or otherwise applied as
required by the Priminq Loan Agreement or the Loan Agreement (as
the same may be modified from time to time).

13. Copies of all notices under this letter shall be sent by
certified mail, return receipt requested, or by personal delivery
(including by nationally recognized courier service). A copy of
any notice sent to the Agent or the Servicer shall be sent to
Rosenman & Colin, 575 Madison Avenue, New York, New York lOO22,
Att: Stephen R. Senie, Esq. Notices shall be deemed to have been
received upon the earlier of actual receipt thereof or the third
calendar day after mailing. Any party may change its address by
notice to the other party in accordance with this Paragraph 13.

14. W&H acknowledges that nothing contained in the Agreements
shall be deemed an amendment to either the Priming Loan Agreement
or the Loan Agreement, or to constitute a waiver by the Agent,
the Servicer, the Lenders or the Holders of any provision
thereof.

15. The parties acknowledge that the Agent, the Servicer, the
Lenders, the Holders, and W&H are each relying on the matters
contained herein.

Please indicate agreement with the terms of this letter by
signing and returning one copy to W&H.

Very truly yours,

WINEGARDNER & HAMMONS, INC.

By: /s/ J. Erik Kamfjord

Title: President

AGREED AND ACCEPTED:

NORWEST BANK MINNESOTA, N.A.

By: /s/ Maya Mortenson
Title: Corporate Trust Officer

IBJ SCHRODER BANK AND TRUST COMPANY

By: Barbara McCluskey
Title: Assistant Vice President

EXHIBIT A
LIST OF PROPERTIES

1 Baltimore South Holiday Inn
GLen Burnie, MD

2 Belmont Holiday Inn
Baltimore, MD

3 BWI Airport Holiday Inn
Baltimore, MD

4 Cromwell Bridge Holiday Inn
Towson, MD

5 Frederick Holiday Inn
Frederick, MD

6 Glen Burnie Holiday Inn
Glen Burnie, MD

7 Inner Harbor Holiday Inn
Baltimore, MD

8 Moravia Holiday Inn
Baltimore, MD

9 Plkesville Holiday Inn
Pikesville, MD

10 Billy Budd Holiday Inn
York, PA

11 East Market Street Holiday Inn
York, PA

12 Hazleton Holiday Inn
Hazleton, PA

13 Lancaster North Holiday Inn
Lancaster, PA

14 Lancaster East Holiday Inn
Lancaster, PA

15 East Hartford Holiday Inn
Hartford, CT

16 New Haven Holiday Inn
New Haven, CT

EXHIBIT B

LENDERS

Century Life of America
Jackson National Life Insurance Company
Messachusetts Mutual Life Insurance Company

EXHIBIT C

HOLDERS

Century Life of America
Daiwa Bank Trust Company
Foothill Capital Corporation
The Hokkaido Takushoku Bank, Ltd.
Jackson National Life Insurance Company
Massachusetts Mutual Life Insurance Company
Pan American Life Insurance
United Postal Savings

EXHIBIT 2

LENDERS

ALI Inc.


EXHIBIT 3

HOLDERS

ALI Inc.
Foothill Capital Corporation
TCW Asset Management
ING (US) Capital Corporation

(10) (p)

Siegel Rich INC.

Analyze, Facilitate, Resolve.

March 11, 1997

Mr. Leonard Okin
Prime America Realty
11 Harristown Road
Glen Rock, NJ 07452

Re: Prime Motor Inns Limited Partnership
and AMI Operating Partners, L.P.

Dear Mr. Okin:

This letter confirms the engagement of Siegel Rich Inc., by the above-referenced
organizations (the "Company") to serve in the capacity of business advisor.

It should be understood that our role is strictly advisory and that all 
decisions and action steps are made by management and not by us.

Scope of Engagement

To help you develope a focused business strategy.

To act as a sounding board, sharing our ideas and insights on all business 
  matters when you feel our input will be of benefit to you in the decision 
  making process.

To help coordinating together with you, other professionals and personnel 
  in order to see that your needs are appropriately met in a timely and cost 
  effective manner.

To help structure and negotiate potential transactions.

To help you weigh the pros and cons of an alternative before you take an 
  action step.

Professional Fees

	Fees for our service are based on the time devoted at $300 per hour plus 
out-of-pocket disbursements.

Indemnification

	In consideration of the services of Siegel Rich Inc., the Company agrees to 
indemnify and holds harmless Siegel Rich Inc. and its officers and employees 
from and against any losses, claims, damages or liabilities (or actions in 
respect thereof) to which any Indemnified Party may become subject as a 
result of or in conjunction with Siegel Rich Inc. rendering services 
hereunder. The Company agrees to reimburse any expenses, including reasonable 
fees of its separate counsel, as they are incurred in connection with 
investigating, preparing or defending any action or claim related to or in 
connection with this Agreement.

	Please be assured that we are ready to serve you in any appropriate manner.  
We believe that we are uniquely qualified, by virtue of our backgrounds, and 
bring the kind of caring that can effectively add to your business.

                              Very truly yours,

                              SEGEL RICH INC.

                              By: /s/ Paul Rich

By:	/s/ S. Leonard Okin
	
on behalf of
Prime Motor Inns Limited Partnership
and AMI Operating Partners L.P.