WYNDHAM HOTEL CORP, POS AM, 1996-06-19

WYNDHAM HOTEL CORP
POS AM, 1996-06-19
HOTELS & MOTELS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996.
REGISTRATION NO. 333-2458
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

POST-EFFECTIVE
AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
WYNDHAM HOTEL CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7011 75-263-6072
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

SUBSIDIARY GUARANTOR REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY
EXACT NAME OF STANDARD I.R.S.
GUARANTOR REGISTRANTS STATE INDUSTRIAL EMPLOYER
AS SPECIFIED IN OF CLASSIFICATION IDENTIFICATION
THEIR RESPECTIVE CHARTERS FORMATION CODE NUMBER NUMBER
- ------------------------------------- --------- ---------------- --------------
<S> <C> <C> <C>
Wyndham Management Corporation Delaware 7011 75-263-6074
GHALP Corporation Delaware 7011 75-263-9582
Wyndham IP Corporation Delaware 6794 75-263-9581
WH Interest, Inc. Texas 7011 75-222-2450
Rose Hall Associates Limited
Partnership Texas 7011 75-230-8949
WHC Vinings Corporation Delaware 7011 75-265-0815

<CAPTION>
PRIMARY
EXACT NAME OF STANDARD I.R.S.
GUARANTOR REGISTRANTS STATE INDUSTRIAL EMPLOYER
AS SPECIFIED IN OF CLASSIFICATION IDENTIFICATION
THEIR RESPECTIVE CHARTERS FORMATION CODE NUMBER NUMBER
- ------------------------------------- --------- ---------------- --------------
<S> <C> <C> <C>
WHC Caribbean Limited Jamaica 7011 None
Waterfront Management Corporation Delaware 7011 75-263-6076
WHCMB, Inc. Delaware 5813 75-263-6075
Wyndham Hotels & Resorts
(Aruba) N.V. Aruba 7011 None
XERXES Limited Jamaica 7011 None
</TABLE>

2001 BRYAN STREET, SUITE 2300
DALLAS, TEXAS 75201
(214) 863-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

JAMES D. CARREKER
CHIEF EXECUTIVE OFFICER
WYNDHAM HOTEL CORPORATION
2001 BRYAN STREET, SUITE 2300
DALLAS, TEXAS 75201
(214) 863-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------

Copies to:

<TABLE>
<S> <C>
M. CHARLES JENNINGS RICHARD D. TRUESDELL, JR.
LOCKE PURNELL RAIN HARRELL DAVIS POLK & WARDWELL
(A PROFESSIONAL CORPORATION) 450 LEXINGTON AVENUE
2200 ROSS AVENUE, SUITE 2200 NEW YORK, NEW YORK 10017
DALLAS, TEXAS 75201
</TABLE>

------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

Wyndham Hotel Corporation (the "Company") hereby amends this registration
statement on Form S-1 (Registration Number 333-2458) for the purpose of filing
the exhibits set forth in the Index to Exhibits contained herein.
<PAGE> 3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Dallas,
State of Texas, on the 19th day of June, 1996.

WYNDHAM HOTEL CORPORATION

By: /s/ JAMES D. CARREKER*
------------------------------------
Name: James D. Carreker
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President, Chief Executive Officer and
- --------------------------------------------- Director
James D. Carreker (principal executive officer)
/s/ ANNE L. RAYMOND* Chief Financial Officer,
- --------------------------------------------- Executive Vice President and Director
Anne L. Raymond (principal financial officer)
/s/ JOHN P. KLUMPH* Vice President -- Corporate Controller
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ HARLAN R. CROW* Director
- ---------------------------------------------
Harlan R. Crow
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ ROBERT A. WHITMAN* Director
- ---------------------------------------------
Robert A. Whitman
/s/ DANIEL A. DECKER* Director
- ---------------------------------------------
Daniel A. Decker
/s/ LESLIE V. BENTLEY* Executive Vice President and Wyndham Garden
- --------------------------------------------- Division President
Leslie V. Bentley
/s/ ERIC A. DANZIGER* Executive Vice President and Wyndham Hotels
- --------------------------------------------- and Resorts Division President
Eric A. Danziger
/s/ STANLEY M. KOONCE, JR.* Executive Vice President -- Marketing,
- --------------------------------------------- Planning and Technical Services
Stanley M. Koonce, Jr.
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-1
<PAGE> 4

SIGNATURES

WYNDHAM MANAGEMENT CORPORATION

By: /s/ JAMES D. CARREKER*
------------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-2
<PAGE> 5

SIGNATURES

GHALP CORPORATION

By: /s/ JAMES D. CARREKER*
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-3
<PAGE> 6

SIGNATURES

WYNDHAM IP CORPORATION

By: /s/ JAMES D. CARREKER*
---------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 7

SIGNATURES

WH INTEREST, INC.

By: /s/ JAMES D. CARREKER*
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ TRAMMELL S. CROW Director
- ---------------------------------------------
Trammell S. Crow
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-5
<PAGE> 8

SIGNATURES

ROSE HALL ASSOCIATES LIMITED
PARTNERSHIP

By: WHC CARIBBEAN LIMITED

By: /s/ HELMUT SCHUSTER*
-------------------------------
Name: Helmut Schuster
Title: Chairperson

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ HELMUT SCHUSTER* Chairperson
- --------------------------------------------- (principal executive officer and Authorized
Helmut Schuster United States Representative)
/s/ JUDY LOWE HENDRICK* Managing Director and Treasurer
- --------------------------------------------- (principal financial and accounting officer)
Judy Lowe Hendrick
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ STANLEY M. KOONCE, JR.* Director
- ---------------------------------------------
Stanley M. Koonce, Jr.
/s/ ERIC A. DANZIGER* Director
- ---------------------------------------------
Eric A. Danziger
Director
- ---------------------------------------------
William E. Clarke
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 9

SIGNATURES

WHC CARIBBEAN LIMITED

By: /s/ HELMUT SCHUSTER*
------------------------------------
Name: Helmut Schuster
Title: Chairperson

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ HELMUT SCHUSTER* Chairperson
- --------------------------------------------- (principal executive officer and Authorized
Helmut Schuster United States Representative)
/s/ JUDY LOWE HENDRICK* Managing Director and Treasurer
- --------------------------------------------- (principal financial and accounting officer)
Judy Lowe Hendrick
/s/ STANLEY M. KOONCE, JR.* Director
- ---------------------------------------------
Stanley M. Koonce, Jr.
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ ERIC A. DANZIGER* Director
- ---------------------------------------------
Eric A. Danziger
Director
- ---------------------------------------------
William E. Clarke
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-7
<PAGE> 10

SIGNATURES

WATERFRONT MANAGEMENT CORPORATION

By: /s/ JAMES D. CARREKER*
-------------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-8
<PAGE> 11

SIGNATURES

WHCMB, INC.

By: /s/ JAMES D. CARREKER*
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Director
- ---------------------------------------------
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting and financial officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-9
<PAGE> 12

SIGNATURES

WYNDHAM HOTELS & RESORTS (ARUBA) N.V.

By: /s/ JAMES D. CARREKER*
----------------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER* President and Managing Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President
- --------------------------------------------- (principal financial officer and Authorized
Anne L. Raymond United States Representative)
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ HARLAN R. CROW* Managing Director
- ---------------------------------------------
Harlan R. Crow
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
</TABLE>

II-10
<PAGE> 13

SIGNATURES

XERXES LIMITED

By: /s/ JAMES D. CARREKER
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carla S. Moreland and Stanley M. Koonce,
and each of them, such individual's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such individual
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and any registration statement related to the offering contemplated by
this registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission and any State or regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full-power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND Vice President and Director
- --------------------------------------------- (principal financial officer and Authorized
Anne L. Raymond United States Representative)
/s/ JOHN P. KLUMPH Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
</TABLE>

II-11
<PAGE> 14

SIGNATURES

WHC VININGS CORPORATION

By: /s/ JAMES D. CARREKER
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

POWER OF ATTORNEY

<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES D. CARREKER President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
</TABLE>

II-12
<PAGE> 15

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------
<C> <S> <C>
1.1 -- Underwriting Agreement.
**2.1 -- Formation Agreement dated as of March 10, 1996 among the Company and
the parties identified on the signature page thereof.
**2.2 -- Transfer Agreement among Wyndham Hotel Corporation, Bank of Nova
Scotia, Bank of Nova Scotia (Jamaica) and Caribbean Hotel Management
Company.
**3.1 -- Amended and Restated Certificate of Incorporation of the Company.
+3.1(a) -- Certificate of Incorporation of Wyndham Management Corporation.
+3.1(b) -- Certificate of Incorporation of GHALP Corporation.
+3.1(c) -- Certificate of Incorporation of Wyndham IP Corporation.
+3.1(d) -- Articles of Incorporation of WH Interest, Inc.
+3.1(e) -- Certificate of Limited Partnership of Rose Hall Associates Limited
Partnership.
+3.1(f) -- Certificate of Incorporation of WHC Caribbean Limited.
+3.1(g) -- Certificate of Incorporation of Waterfront Management Corporation.
+3.1(h) -- Certificate of Incorporation of WHCMB, Inc.
+3.1(i) -- Translation of Articles of Incorporation of Wyndham Hotels & Resorts
(Aruba) N.V.
**3.2 -- Amended and Restated Bylaws of the Company.
+3.2(a) -- Bylaws of Wyndham Management Corporation.
+3.2(b) -- Bylaws of GHALP Corporation.
+3.2(c) -- Bylaws of Wyndham IP Corporation.
+3.2(d) -- Bylaws of WH Interest, Inc.
+3.2(e) -- Amended and Restated Agreement of Limited Partnership of Rose Hall
Associates Limited Partnership.
+3.2(f) -- Memorandum of Association of WHC Caribbean Limited.
+3.2(g) -- Bylaws of Waterfront Management Corporation.
+3.2(h) -- Bylaws of WHCMB, Inc.
+3.2(i) -- Certificate of Incorporation of WHC Vinings Corporation.
+3.2(j) -- Bylaws of WHC Vinings Corporation.
+3.2(k) -- Certificate of Incorporation of Xerxes Limited.
+3.2(l) -- Articles of Association of Xerxes Limited.
+4.1 -- Form of Indenture relating to the Notes. (Incorporated by reference
to Exhibit No. 10.10 in the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214), as amended, filed with the Securities and
Exchange Commission on May 1, 1996).
</TABLE>
<PAGE> 16

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------
<C> <S> <C>
+4.2 -- Form of Note.
+5.1 -- Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
**10.1(a) -- Management Agreement dated as of May 10, 1995, by and between Anatole
Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
**10.1(b) -- Form of Management Agreement dated as of September 27, 1994 by and
between Bedrock Annapolis Investment Partners Level I, L.P. and
Wyndham Hotel Company Ltd. (together with attachment).
**10.1(c) -- Management Agreement dated as of March 10, 1988, by and between
Franklin Plaza Associates and Wyndham Hotel Company, as amended by
First Amendment dated November 17, 1993.
**10.1(d) -- Service Agreement dated as of November 17, 1993, by and between
Franklin Plaza Realty Limited Partnership and Wyndham Hotel Company
Ltd.
**10.1(e) -- Management Agreement dated as of December 1, 1984, by and between
Houston Greenspoint Hotel Associates and Wyndham Hotel Company.
**10.1(f) -- Management Agreement dated as of December 4, 1991, by and between
Itasca Hotel Company and Wyndham Hotel Company Ltd., as amended by
Amendment dated March 19, 1996.
**10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management, Ltd.
S.E.
**10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel Company
Ltd.
**10.1(i) -- Management Agreement dated as of August 25, 1993 by and between
Playhouse Square Hotel Limited Partnership and Wyndham Hotel Company
Ltd.
**10.1(j) -- Management Agreement dated as of March 1, 1986 by and between CLC
Partnership and Wyndham Hotel Company, as amended by First Amendment
dated June 30, 1988.
**10.1(k) -- Management Agreement dated as of December 22, 1987 and Badger XVI
Limited Partnership, Crow Division Partners and Wyndham Hotel
Company, as amended by First Amendment dated February 26, 1988.
**10.1(l) -- Management Agreement dated as of November 20, 1987 by and between
Hotel and Convention Center Partners I, Ltd. and Wyndham Hotel
Corporation II, Inc., as amended by Amendment dated November 1, 1993.
10.1(m) -- [Intentionally Omitted].
**10.2 -- Investment Agreement dated as of May 2, 1994, among The Hampstead
Group, Inc., Wyndham Hotel Company Ltd., The Partners in Wyndham
Hotel Company Ltd., and Crow Family Partnership, L.P., as amended.
**10.3(a) -- Agreement to Lease by and between Hospitality Properties Trust and
Garden Hotel Associates II Limited Partnership dated as of April 1,
1996.
**10.3(b) -- Lease Agreement dated as of March 1, 1988, by and between Lincoln
Island Associates No. 1, Limited and WH Limited Partnership.
</TABLE>
<PAGE> 17

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------
<C> <S> <C>
**10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose Hall
Hotel Limited and Rose Hall Associates Limited Partnership.
**10.3(d) -- Sublease Agreement dated as of November 17, 1989, by and between
Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd.
**10.3(e) -- Ground Lease dated as of March 26, 1987, by and between Fred C.
Boysen, Dorothy Boysen, Ted Boysen and Rose Boysen and Garden Hotel
Associates Limited Partnership, as assignee of Ramada Hotel Operating
Company as amended by First Amendment dated as of May 7, 1990.
**10.3(f) -- Lease Agreement dated as of November 26, 1990, between Tower 2001
Limited Partnership and Wyndham Hotel Company Ltd, as amended by
Letter Agreement dated March 9, 1994 and Letter Agreement dated March
22, 1995, and as amended by Amendment No. 1 dated as of November 30,
1995.
**10.3(g) -- Lease Agreement dated as of January 1992, by and between 475 Park
Avenue South Co., and Wyndham Hotel Company Ltd., as amended by
Amendment of Lease dated January 30, 1995.
**10.3(h) -- Sublease dated as of May 31, 1995, between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts.
**10.3(i) -- Lease Agreement dated as of May 16, 1994, by and between Wirtz Realty
Corporation, as agent for 333 Building Corporation and Wyndham Hotel
Company Ltd.
**10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between Columbia
Executive Offices, Inc. and The Inn at Semiahmoo a Wyndham Resort.
10.4 -- [Intentionally Omitted]
10.5 -- [Intentionally Omitted]
**10.5(a) -- Form of Asset Management Agreement to be entered into between the
Company and various Crow Family Real Estate Entities.
10.6 -- [Intentionally Omitted]
**10.6(a) -- Form of Service Agreement to be entered into between the Company and
each of ISIS 2000, Wynright Insurance and various affiliated
entities.
10.7 -- [Intentionally Omitted]
10.8 -- [Intentionally Omitted]
10.9 -- [Intentionally Omitted]
**10.10 -- Form of Indenture relating to the % Senior Subordinated Notes due
2006.
**10.11 -- Credit Agreement dated as of June 30, 1995 among Wyndham Hotel
Company, Ltd., Certain Financial Institutions and General Electric
Investment Corporation.
**10.12 -- Exchange Agreement dated as of March 10, 1996, among Wyndham Hotel
Company, Ltd., Wyndham Hotel Corporation, Wynopt Investment
Partnership Level II, L.P., Wynopt Investment Partnership, L.P. and
The Hampstead Group L.L.C. and joined in by Bedrock Hotel Partners,
L.L.C.
</TABLE>
<PAGE> 18

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------
<C> <S> <C>
**10.13 -- Form of Stockholders' Agreement among Wyndham Hotel Corporation and
the Stockholders listed on the signature pages thereof.
**10.14 -- Form of Registration Rights Agreement among Wyndham Hotel
Corporation, and the parties identified on the signature pages
thereof.
**10.15 -- Form of Indemnification Agreement by and between Wyndham Hotel
Corporation and its directors.
**10.16(a) -- 6% Promissory Note made by James D. Carreker.
**10.16(b) -- 6% Promissory Note made by Leslie V. Bentley.
**10.16(c) -- 6% Promissory Note made by Eric A. Danziger.
**10.16(d) -- 6% Promissory Note made by Anne L. Raymond.
**10.16(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
**10.16(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
**10.17 -- Form of Waiver and Contribution Agreement.
**10.18(a) -- Form of Capital Contribution Notes dated as of December 22, 1995 by
and between WHC-LG Hotel Partners L.P. and the Company.
**10.18(b) -- Form of Capital Contribution Notes dated as of October 2, 1995 by and
between Pleasanton Hotel Partners, L.P. and the Company.
**10.18(c) -- Form of Capital Contribution Notes dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company.
**10.19(a) -- Wyndham Employees Savings & Retirement Plan.
**10.19(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan, as revised.
**10.19(c) -- Non-Employee Directors' Retainer Stock Plan, as revised.
**10.20 -- Agreement and Conveyance dated as of December 31, 1988 by and between
Caribbean Hotel Management Company and Wyndham Hotel Company Ltd.
**10.21 -- Option Agreement dated as of May 2, 1994 between Ross Investment
Partners 2, L.P. and Wyndham Hotel Company Ltd., and The Partners in
Wyndham Hotel Company Ltd.
**10.22 -- Operating Deficit Guaranty and Reserves Agreement dated as of August
25, 1993 by and among Playhouse Square Hotel Limited Partnership,
Society National Bank and the Lenders.
**10.23 -- Letter Agreement dated as of May 9, 1996 by and between WHC LAX
Associates and the Company.
**10.24 -- Letter Agreement dated as of April 29, 1996 by and between Certain
Financial Institutions, General Electric Investment Corporation and
the Company.
**10.25 -- Registration Rights Agreement dated as of April 29, 1996 between the
Company and General Electric Investment Corporation.
**10.26 -- Form of Promissory Note dated April 15, 1995 between the Company and
WFLP.
**10.27 -- Letter of Intent from Patriot American Hospitality, Inc., dated April
10, 1996.
</TABLE>
<PAGE> 19

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------
<C> <S> <C>
**10.28 -- Form of Computerized Reservation Service Agreement between ISIS 2000
and the Company.
**10.29 -- Form of Indemnification Agreement by and between Certain Officers,
Directors and Stockholders of Certain Liquor Corporations and Wyndham
Hotel Company Ltd.
**10.30 -- Form of Senior Secured Revolving Credit Agreement among Wyndham Hotel
Corporation, The Lenders Party Thereto and Bankers Trust Company.
10.31 -- Sale and Purchase Agreement between Overlook Vinings Inn and
Conference Center Associates, Ltd. and the Company dated March 5,
1996.
+12.1 -- Computation of Ratio of Earnings to Fixed Charges.
+12.2 -- Pro Forma Computations of Earnings to Fixed Charges.
**21.1 -- List of subsidiaries of the Company, as revised.
+23.1 -- Consents of Coopers & Lybrand L.L.P.
+23.2 -- Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5.1).
+23.3 -- Form of letter by Harlan R. Crow.
**24.1 -- Powers of Attorney.
25 -- Statement of Eligibility of Trustee.
**27.1 -- Financial Data Schedule.
</TABLE>

- ---------------

** Incorporated by reference to the corresponding exhibit number in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214), as amended,
filed with the Securities and Exchange Commission.

+ Filed Previously.

<PAGE> 1
EXHIBIT 1.1

$100,000,000

WYNDHAM HOTEL CORPORATION

__% Senior Subordinated Notes due 2006

UNDERWRITING AGREEMENT

__________, 1996

SMITH BARNEY INC.
BT SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
MONTGOMERY SECURITIES

As Representatives of the Several Underwriters

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Wyndham Hotel Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell to the several Underwriters named in
Schedule I hereto (the "Underwriters") for whom Smith Barney Inc., BT
Securities Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and
Montgomery Securities are acting as representatives (the "Representatives")
$100,000,000 principal amount of its __% Senior Subordinated Notes due 2006
(the "Notes") to be issued pursuant to the provisions of an Indenture dated as
of ___________, 1996 (the "Indenture") among the Company, certain subsidiaries
of the Company, as Guarantors (the "Guarantors") and the Bank One, Columbus,
N.A., as trustee (the "Trustee"). Payment of the principal, interest and
premium, if any, on the Notes shall be guaranteed by each of the Guarantors
(the "Subsidiary Guarantees").

It is understood that, prior to the Closing Date (as defined
below), the Company and certain other parties will enter into a transaction
referred to in the Prospectus (as defined below) as the "Formation" and that,
simultaneously with the closing hereunder, the Company and certain other
parties will enter into a series of transactions referred to in the Prospectus
as the "Financing Plan". The Formation Agreement, the Hampstead Exchange
Agreement and the Rose Hall Transfer Agreement to be entered
<PAGE> 2
into among the Company and certain partnerships, corporations and other parties
referred to therein are hereinafter collectively referred to as the
"Transaction Documents" and each singly as a "Transaction Document". Under the
terms of the Transaction Documents, the Company will succeed to the hotel
ownership, hotel management and other business operations of the entities
identified on Schedule II hereto (the "Roll-Up Entities"). TCF Hotels LP,
Caribbean Hotel Management Company and Wyndham Finance Limited Partnership
(collectively, the "Founders") and certain other parties will each receive cash
from the proceeds of the Financing Plan.

It is further understood that as described in the Prospectus
(as defined below) under the caption "The Formation and the Financing Plan",
the Company intends to publicly offer in a concurrent public offering (the
"Concurrent Equity Offering") 3,350,000 shares of the common stock, par value
$.01 per share (the "Common Stock"), of the Company, and up to an additional
502,500 shares of such Common Stock pursuant to an over-allotment option
(collectively, the "Shares").

The Company wishes to confirm as follows its agreements with
you and the other several Underwriters on whose behalf you are acting, in
connection with the several purchases of the Notes by the Underwriters.

1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a registration statement on Form S-1 under the Act
(the "registration statement"), including a prospectus subject to completion
relating to the Notes. The term "Registration Statement" as used in this
Agreement means the registration statement, as amended at the time it becomes
effective or, if the registration statement became effective prior to the
execution of this Agreement, as supplemented or amended prior to the execution
of this Agreement. If it is contemplated, at the time this Agreement is
executed, that a post-effective amendment to the registration statement will be
filed and must be declared effective before the offering of the Notes may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. The term
"Registration Statement" shall also include any registration statement relating
to the Notes that is filed and declared effective pursuant to Rule 462(b) under
the Act.

2
<PAGE> 3
The term "Prospectus" as used in this Agreement means the
prospectus relating to the Notes in the form included in the Registration
Statement or, if the prospectus included in the Registration Statement omits
information in reliance on Rule 430A under the Act and such information is
included in a prospectus filed with the Commission pursuant to Rule 424(b)
under the Act, the term "Prospectus" as used in this Agreement means the
prospectus relating to the Notes in the form included in the Registration
Statement as supplemented by the addition of the Rule 430A information
contained in the prospectus relating to the Notes filed with the Commission
pursuant to Rule 424(b), provided that if a prospectus that meets the
requirements of Section 10(a) of the Act is delivered pursuant to Rule 434(b)
under the Act, then (i) the term "Prospectus" as used in this Agreement means
the prospectus subject to completion (as defined in Rule 434(g) under the Act)
relating to the Notes as supplemented by the information contained in the term
sheets described in Rule 434(b)(3) under the Act, and (ii) the date of such
Prospectus shall be deemed to be the date of such term sheet. The term
"Prepricing Prospectus" as used in this Agreement means the prospectus subject
to completion relating to the Notes in the form included in the registration
statement at the time of the initial filing of the registration statement with
the Commission, and as such prospectus shall have been amended from time to
time prior to the date of the Prospectus.

2. AGREEMENTS TO SELL AND PURCHASE. Upon the basis of the
representations, warranties and agreements contained herein and subject to all
the terms and conditions set forth herein, the Company hereby agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company the respective principal amount of Notes set forth
opposite the name of such Underwriter in Schedule I hereto (or such principal
amount of Notes increased as set forth in Section 11 hereof) at ______% of such
principal amount plus accrued interest, if any, from _____________, 1996, to
the date of payment and delivery.

3. TERMS OF PUBLIC OFFERING. The Company has been advised by you
that the Underwriters propose to make a public offering of their respective
portions of the Notes as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable and initially
to offer the Notes upon the terms set forth in the Prospectus.

4. DELIVERY OF THE NOTES AND PAYMENT THEREFOR. Delivery to the
Underwriters of and payment for the Notes shall be made at the office of Locke
Purnell Rain Harrell (A Professional Corporation), 2200 Ross Avenue, Suite
2200,

3
<PAGE> 4
Dallas, Texas 75201 at 9:00 A.M., Dallas time, on _______, 1996 (the "Closing
Date"). The place of closing for the Notes and the Closing Date may be varied
by agreement between you and the Company.

Payment for the Notes shall be made in immediately available
funds against delivery to you for the respective accounts of the several
Underwriters of one or more Global Notes (as defined in the Indenture)
representing the Notes registered in the name of Cede & Co., as custodian for
The Depository Trust Company ("DTC"), with any transfer tax payable in
connection with the transfer of the Notes to the Underwriters duly paid.

5. AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered,
it is necessary for the Registration Statement or a post-effective
amendment thereto to be declared effective before the offering of the
Notes may commence, the Company will endeavor to cause the
Registration Statement or such post-effective amendment to become
effective as soon as possible and will advise you promptly and, if
requested by you, will confirm such advice in writing, when the
Registration Statement or such post-effective amendment has become
effective.

(b) The Company will advise you promptly and, if requested by
you, will confirm such advice in writing: (i) of any request by the
Commission for amendment of or a supplement to the Registration
Statement, any Prepricing Prospectus or Prospectus, or for additional
information; (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the
suspension of qualification of the Notes for offering or sale in any
jurisdiction or the initiation of any proceeding for such purpose; and
(iii) within the period of time referred to in paragraph (f) below, of
any change in the condition (financial or other), business, prospects,
properties, net worth or results of operations of the Company and its
subsidiaries, taken as a whole, or of the happening of any event,
including the filing of any information, documents, or reports
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that in each case makes any statement of a material
fact made in the Registration Statement or the Prospectus (as then
amended or supplemented) untrue or that requires the making of any
additions to or changes in the Registration Statement or the
Prospectus (as then amended or supplemented) in order to state a
material

4
<PAGE> 5
fact required by the Act to be stated therein or necessary in order to
make the statements therein (with respect to the Prospectus, in the
light of the circumstances under which they were made) not misleading,
or of the necessity to amend or supplement the Prospectus (as then
amended or supplemented) to comply with the Act or any other law. If
at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, the Company will make
every reasonable effort to obtain the withdrawal of such order at the
earliest possible time.

(c) The Company will furnish to you, without charge, five
signed copies of the registration statement as originally filed with
the Commission and of each amendment thereto, including financial
statements and all exhibits thereto, and will also furnish to you,
without charge, such number of conformed copies of the registration
statement as originally filed and of each amendment thereto, but
without exhibits, as you may reasonably request.

(d) The Company will not (i) file any amendment to the
Registration Statement or make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to
which you shall reasonably object after being so advised or (ii) so
long as, in the opinion of counsel for the Underwriters, a prospectus
is required to be delivered in connection with sales by any
Underwriter or dealer, file any information, documents or reports
pursuant to the Exchange Act, without delivering a copy of such
information, documents or reports to you, as Representatives of the
Underwriters, prior to or concurrently with such filing.

(e) Prior to the execution and delivery of this Agreement,
the Company has delivered to you, without charge, in such quantities
as you have reasonably requested, copies of each form of the
Prepricing Prospectus. The Company consents to the use, in accordance
with the provisions of the Act and with the securities or Blue Sky
laws or real estate syndication laws of the jurisdictions in which the
Notes are offered by the several Underwriters and by dealers, prior to
the date of the Prospectus, of each Prepricing Prospectus so furnished
by the Company.

(f) As soon after the execution and delivery of this
Agreement as possible and thereafter from time to time for such period
as in the opinion of counsel for the Underwriters a prospectus is
required by the Act to be delivered in connection with sales by any

5
<PAGE> 6
Underwriter or dealer, the Company will expeditiously deliver to each
Underwriter and each dealer, without charge, as many copies of the
Prospectus (and of any amendment or supplement thereto) as you may
request. The Company consents to the use of the Prospectus (and of
any amendment or supplement thereto) in accordance with the provisions
of the Act and with the securities or Blue Sky laws or real estate
syndication laws of the jurisdictions in which the Notes are offered
by the several Underwriters and by all dealers to whom Notes may be
sold, both in connection with the offering and sale of the Notes and
for such period of time thereafter as a prospectus is required by the
Act to be delivered in connection with sales by any Underwriter or
dealer. If during such period of time any event shall occur that in
the judgment of the Company or in the opinion of counsel for the
Underwriters is required to be set forth in the Prospectus (as then
amended or supplemented) or should be set forth therein in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary to
supplement or amend the Prospectus to comply with the Act or any other
law, the Company will forthwith prepare and, subject to the provisions
of paragraph (d) above, file with the Commission an appropriate
supplement or amendment thereto, and will expeditiously furnish to the
Underwriters and dealers a reasonable number of copies thereof.

(g) The Company will cooperate with you and with counsel for
the Underwriters in connection with the registration or qualification
of the Notes for offering and sale by the several Underwriters and by
dealers under the securities or Blue Sky laws or real estate
syndication laws of such jurisdictions as you may designate and will
file such consents to service of process or other documents necessary
or appropriate in order to effect such registration or qualification;
provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not now so qualified or to
take any action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the Notes, in
any jurisdiction where it is not now so subject.

(h) The Company will make generally available to its security
holders a consolidated earnings statement, which need not be audited,
covering a twelve-month period commencing after the effective date of
the Registration Statement and ending not later than 15 months
thereafter, as soon as practicable after the end

6
<PAGE> 7
of such period, which consolidated earnings statement shall satisfy
the provisions of Section 11(a) of the Act.

(i) For so long as any Notes are outstanding, the Company
will furnish to you (i) as soon as available, a copy of each report of
the Company mailed to stockholders or filed with the Commission or the
New York Stock Exchange, and (ii) from time to time such other
information concerning the Company as you may request.

(j) The Company will apply the net proceeds from the sale of
the Notes substantially in accordance with the description set forth
in the Prospectus.

(k) If Rule 430A of the Act is employed, the Company will
timely file the Prospectus pursuant to Rule 424(b) under the Act and
will advise you of the time and manner of such filing.

(l) During the period beginning on the date hereof and
continuing to and including the Closing Date, the Company will not,
without the prior written consent of Smith Barney Inc., offer, pledge,
sell, contract to sell or otherwise dispose of, any debt securities of
the Company or warrants to purchase debt securities of the Company
substantially similar to the Notes (other than (i) the Notes, (ii)
notes incurred to the lenders under the Credit Agreement (as defined
in the Prospectus) or (iii) the Vinings Indebtedness (as defined in
the Prospectus)).

(m) Except as stated in this Agreement and in the Prepricing
Prospectus and Prospectus, the Company has not taken, nor will it
take, directly or indirectly, any action designed to or that might
reasonably be expected to cause or result in stabilization or
manipulation of the price of the Notes to facilitate the sale or
resale of the Notes.

(n) The Company shall not voluntarily claim, and shall
actively resist any attempt to claim, the benefit of any usury laws
against the holders of the Notes.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that (in each of paragraphs (a)
through (ff), after giving effect to the Formation):

(a) Each Prepricing Prospectus included as part of the
registration statement as originally filed or as part of any amendment
or supplement thereto, or filed

7
<PAGE> 8
pursuant to Rule 424 under the Act, complied when so filed in all
material respects with the provisions of the Act. The Commission has
not issued any order preventing or suspending the use of any
Prepricing Prospectus.

(b) The registration statement in the form in which it became
or becomes effective and also in such form as it may be when any
post-effective amendment thereto shall become effective and the
Prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) or Rule 462 under the Act, complied or
will comply in all material respects with the provisions of the Act
and did not or will not at any such times contain an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (with
respect to the Prospectus, in the light of the circumstances under
which they were made) not misleading, except that this representation
and warranty does not apply (i) to statements in or omissions from the
registration statement or the Prospectus made in reliance upon and in
conformity with information relating to any Underwriter furnished to
the Company in writing by a Underwriter through the Representatives
expressly for use therein or (ii) to that part of the Registration
Statement that constitutes the Statement of Eligibility (Form T-1)
under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of the Trustee (the "Form T-1").

(c) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware with
full corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the
Registration Statement and the Prospectus, and is duly registered and
qualified to conduct its business and is in good standing in each
jurisdiction where the nature of its properties or the conduct of its
business requires such registration or qualification, except where the
failure so to register or qualify or be in good standing does not have
a material adverse effect on the condition (financial or other),
business, properties, net worth or results of operations of the
Company and its subsidiaries, taken as a whole (a "Material Adverse
Effect").

(e) All the Company's subsidiaries that are required to
be listed in an exhibit to the Registration Statement (the
"Subsidiaries") are so listed. Each Subsidiary is a corporation duly
organized and validly

8
<PAGE> 9
existing in good standing in the jurisdiction of its incorporation,
with full corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or
supplement thereto), and is duly registered and qualified to conduct
its business and is in good standing in each jurisdiction where the
nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register
or qualify does not have a Material Adverse Effect. All the
outstanding shares of capital stock of each of the Subsidiaries have
been duly authorized and validly issued, are fully paid and
nonassessable, and, as of the Closing Date, will be owned by the
Company directly or indirectly through one of the other Subsidiaries,
free and clear of any lien, adverse claim, security interest, equity
or other encumbrance (other than encumbrances imposed pursuant to the
Credit Agreement and the GHALP Lease, each as defined in the
Prospectus).

(f) There are no legal or governmental proceedings pending
or, to the knowledge of the Company, threatened, against the Company
or any of its Subsidiaries or to which any of their respective
properties is subject that are material to the Company and its
subsidiaries, taken as a whole, that are required to be described in
the Registration Statement or the Prospectus but are not described as
required, and there are no agreements, contracts, indentures, leases
or other instruments that are required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit
to the Registration Statement that are not described or filed as
required by the Act or the Exchange Act. The descriptions of the
terms of any such contracts or documents contained in the Registration
Statement or the Prospectus are correct in all material respects.

(g) Neither the Company nor any of its Subsidiaries is in (i)
violation of its certificate or articles of incorporation or by-laws,
or other organizational documents, (ii) in violation of any law,
ordinance, administrative or governmental rule or regulation
applicable to the Company or any of its Subsidiaries or of any decree
of any court or governmental agency or body having jurisdiction over
the Company or any of its Subsidiaries (except where any such
violation or violations in the aggregate would not have a Material
Adverse Effect), or (iii) in default in the performance of any
obligation, agreement or condition contained in any bond, debenture,
note or

9
<PAGE> 10
any other evidence of indebtedness or in any material agreement,
indenture, lease or other instrument to which the Company or any of
its Subsidiaries is a party or by which any of them or any of their
respective properties may be bound, and no condition or state of facts
exists that, with the passage of time or the giving of notice or both,
would constitute such a default (except where any such default or
defaults, singly or in the aggregate, in the aggregate would not have
a Material Adverse Effect).

(h) None of the issuance or sale of the Notes, the execution,
delivery, or performance of this Agreement, the Indenture or the Notes
by the Company or the execution or delivery of, or the performance by
the Company or the Roll-Up Entities of their respective obligations
under, the Transaction Documents or the consummation by the Company or
the Roll-Up Entities of the transactions contemplated hereby and
thereby (i) requires any consent, approval, authorization or order of
or registration or filing with any court, regulatory body,
administrative agency or other governmental body, agency or official
(except such as may be required for the registration of the Notes
under the Act and the Trust Indenture Act and compliance with the
securities or Blue Sky laws or real estate syndication laws of various
jurisdictions, all of which have been or will be effected in
accordance with this Agreement, or as may be required subsequent to
the date hereof to give effect to the transactions comprising the
Formation, all of which will be effected in a timely manner in
connection with the Formation), or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the
certificate or articles of incorporation or by-laws or other
organizational documents of the Company, any of its Subsidiaries or
any of the Roll-Up Entities (ii) conflicts or will conflict with or
constitutes or will constitute a breach of or a default under any
agreement, indenture, lease or other instrument to which the Company,
any of its Subsidiaries or any of the Roll-Up Entities is a party or
by which any of them or any of their respective properties may be
bound (except for such conflicts, breaches or defaults for which
waivers or consents have been obtained), or violates or will violate
any statute, law, regulation or filing or judgment, injunction, order
or decree applicable to the Company, any of its Subsidiaries, any of
their respective properties or any of the Roll-Up Entities, or will
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
Subsidiaries pursuant to the terms of any agreement or instrument to

10
<PAGE> 11
which any of them or any of the Roll-Up Entities is a party or by
which any of them or any of the Roll-Up Entities may be bound or to
which any of the property or assets of any of them is subject, in each
case except for such conflicts, breaches, defaults, violations, or
encumbrances that would not singly or in the aggregate have a Material
Adverse Effect or materially adversely affect the ability of the
Company or any of the Roll-Up Entities to fulfill its obligations
hereunder or thereunder.

(i) The accountants, Coopers & Lybrand L.L.P., who have
certified or shall certify the financial statements included in the
Registration Statement or the Prospectus (or any amendment or
supplement thereto) are independent public accountants as required by
the Act.

(j) The historical and pro forma financial statements,
together with related schedules and notes, included in the
Registration Statement and the Prospectus (and any amendment or
supplement thereto) comply as to form in all material respects with
the requirements of the Act; such historical financial statements,
together with related schedules and notes, present fairly the
consolidated financial position, results of operations, cash flows and
changes in stockholders' equity or partners' equity, as the case may
be, of the entities to which they relate on the basis stated in the
Registration Statement at the respective dates or for the respective
periods to which they apply; such statements and related schedules and
notes have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods
involved, except as disclosed therein; such pro forma financial
statements, together with related notes, have been prepared on a basis
consistent with such historical statements, except for pro forma
adjustments specified therein, and give effect to assumptions made on
a reasonable basis and present fairly the historical and proposed
transactions contemplated by the Prospectus; and the other financial
and statistical information and data included in the Registration
Statement and the Prospectus (and any amendment or supplement
thereto), historical and pro forma, are accurately presented and
prepared on a basis consistent with such financial statements and the
books and records of the entity to which they relate.

(k) The execution and delivery of, and the performance by the
Company of its obligations under, this Agreement have been duly and
validly authorized by the Company, and this Agreement has been duly
executed

11
<PAGE> 12
and delivered by the Company and constitutes the valid and legally
binding agreement of the Company, enforceable against the Company in
accordance with its terms, except (i) the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally, (ii) the remedy of specific performance and other forms of
equitable relief may be subject to certain equitable defenses and to
the discretion of the court before which the proceedings may be
brought and (iii) rights to indemnity and contribution hereunder may
be limited by federal or state securities laws or the public policy
underlying such laws.

(l) The Indenture has been duly qualified under the Trust
Indenture Act. The execution and delivery of, and the performance by
the Company of its obligations under, the Indenture have been duly and
validly authorized by the Company, and the Indenture has been duly
executed and delivered by the Company and constitutes the valid and
legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, except (i) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally and (ii) the remedy of specific
performance and other forms of equitable relief may be subject to
certain equitable defenses and to the discretion of the court before
which the proceedings may be brought.

(m) The Notes have been duly authorized and validly
issued by the Company, and when the Notes are executed and
authenticated in accordance with the provisions of the Indenture and
delivered to you against payment therefor in accordance with the terms
of this Agreement, the Notes will be entitled to the benefits of the
Indenture and will constitute valid and legally binding agreements of
the Company, enforceable against the Company in accordance with their
terms, except (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) the remedy of specific performance and other forms
of equitable relief may be subject to certain equitable defenses and
to the discretion of the court before which the proceedings may be
brought.

(n) The Subsidiary Guarantees have been duly authorized
and validly issued by each of the

12
<PAGE> 13
Guarantors, and when the Notes are executed and authenticated in
accordance with the Indenture and delivered to you against payment
therefor in accordance with the terms of this Agreement, the Notes
will be entitled to the benefit of the Subsidiary Guarantees, and the
Subsidiary Guarantees will constitute valid and legally binding
agreements of each of the Guarantors, enforceable against each of the
Guarantors in accordance with their terms set forth in the Indenture,
except (i) the enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) the remedy of specific performance and other forms
of equitable relief may be subject to certain equitable defenses and
to the discretion of the court before which the proceedings may be
brought.

(o) The execution and delivery of, and the performance by
the Company and the Roll-Up Entities of their respective obligations
under, each Transaction Document will be duly and validly authorized
by the Company and the Roll-Up Entities, and each Transaction Document
will be duly executed and delivered by the Company and, as applicable,
the Roll-Up Entities on or prior to the Closing Date and each
Transaction Document will constitute the legally valid and binding
agreement of the Company and the Roll-Up Entities enforceable against
the Company and the Roll-Up Entities in accordance with its terms,
except (i) the enforceability hereof or thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) the remedy of specific performance and other forms
of equitable relief may be subject to certain equitable defenses and
to the discretion of the court before which the proceedings may be
brought.

(p) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), subsequent to the
respective dates as of which such information is given in the
Registration Statement and the Prospectus (or any amendment or
supplement thereto), neither the Company nor any of its Subsidiaries
has incurred any liability or obligation, direct or contingent, or
entered into any transaction, not in the ordinary course of business,
that is material to the Company and its subsidiaries, taken as a
whole, and there has not been any change in the capital stock, or
material increase in the short-term debt or long-term debt, of the
Company or any of its Subsidiaries, or any material

13
<PAGE> 14
adverse change or any development involving a prospective material
adverse change, in the condition (financial or other), business,
properties, net worth or results of operations of the Company and its
subsidiaries, taken as a whole.

(q) Each of the Company and its Subsidiaries has (i) good
and marketable title in fee simple to all real property described in
the Prospectus as owned by it and (ii) good and marketable title to
all personal property described in the Prospectus as owned by it,
which personal property is material to the business of the Company and
its subsidiaries, taken as a whole, free and clear of all liens,
claims, security interests or other encumbrances, except such as are
described in the Registration Statement and the Prospectus or in a
document filed as an exhibit to the Registration Statement. All the
property described in the Prospectus as being held under lease by each
of the Company and its Subsidiaries is held by it under valid,
subsisting and enforceable leases (although no representation is made
as to the lessors' title to such property). Each agreement to which
the Company (or any subsidiary of the Company) is a party that
provides for the management or operation of a hotel property described
in either Prospectus as managed or operated by the Company is in full
force and effect and constitutes the valid and legally binding
agreement of the parties thereto, enforceable in accordance with its
terms, except (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally, (ii) the remedy of specific performance and other forms of
equitable relief may be subject to certain equitable defenses and to
the discretion of the court before which the proceedings may be
brought and (iii) rights to indemnity and contribution thereunder may
be limited by applicable law.

(r) The Company has not distributed and, prior to the later
to occur of (i) the Closing Date and (ii) completion of the
distribution of the Notes, will not distribute any offering material
in connection with the offering and sale of the Notes other than the
Registration Statement, the Prepricing Prospectus, the Prospectus or
other materials, if any, permitted by the Act.

(s) The Company and each of its Subsidiaries has such
permits, licenses, franchises and authorizations of governmental or
regulatory authorities ("Permits") as are necessary to own its
respective properties and

14
<PAGE> 15
to conduct its business in the manner described in the Prospectus,
subject to such qualifications as may be set forth in the Prospectus
and except where the failure to have any Permit would not have a
Material Adverse Effect; the Company and each of its Subsidiaries has
fulfilled and performed all its obligations with respect to such
Permits and no event has occurred that allows, or after notice or
lapse of time would allow, revocation or termination thereof or
results in any other impairment of the rights of the holder of any
such Permit, subject in each case to such qualification as may be set
forth in the Prospectus, and except where the failure to so fulfill or
perform its obligation or such revocation or termination would not
have a Material Adverse Effect; and, except as described in the
Prospectus, none of such Permits contains any restriction that is
materially burdensome to the Company or any of its Subsidiaries.

(t) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(u) To the Company's knowledge, neither the Company nor
any of its Subsidiaries nor any employee or agent of the Company or
any Subsidiary has made any payment of funds of the Company or any
Subsidiary or received or retained any funds in violation of any law,
rule or regulation, which payment, receipt or retention of funds is of
a character required to be disclosed in the Prospectus.

(v) With respect to any Existing Entity (as defined in
the Formation Agreement) that is a partnership, for the period of its
existence, such entity has been properly classified as a partnership
for federal income tax purposes. With respect to any such Existing
Entity that has elected to be treated as a S corporation for federal
income tax purposes, such corporation has made a valid S corporation
election under Section 1362 of the Code and has at all times during
the period of its existence (through the

15
<PAGE> 16
Effective Time) satisfied the eligibility criteria under the Code for
such treatment. Each of the Existing Entities has paid all income
taxes to which it is subject, except where the failure to so pay would
not, singly or in the aggregate, have a Material Adverse Effect.

(w) The representations and warranties of the Company in
the Transaction Documents are, and on the Closing Date will be, true
and correct.

(x) Except as described in the Prospectus, no holder of any
security of the Company has any right to require registration of any
security of the Company because of the filing of the registration
statement or consummation of the transactions contemplated by this
Agreement or the Transaction Documents, or otherwise.

(y) The Company has not taken, directly or indirectly, any
action designed to or that might reasonably be expected to cause or
result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the Notes, except as
provided in Section 5(l) hereof.

(z) As of the Closing Date, the Company and its Subsidiaries
will own or possess all patents, trademarks, trademark registrations,
service marks, service mark registrations, trade names, copyrights,
licenses, inventions, trade secrets and rights described in the
Prospectus as being owned by them or any of them or necessary for the
conduct of their respective businesses, except where the lack of such
ownership or possession would not have a Material Adverse Effect, and,
except as disclosed in the Prospectus, the Company is not aware of any
claim to the contrary or any challenge by any other person to the
rights of the Company and its Subsidiaries with respect to the
foregoing.

(aa) The Company is not now and, after sale of the Notes and
application of the net proceeds from such sale as described in the
Prospectus under the caption "Use of Proceeds", will not be an
"investment company" required to be registered under Section 8 of the
Investment Company Act of 1940, as amended (the "Investment Company
Act"), or an entity "controlled by an investment company" required to
be registered under Section 8 of the Investment Company Act.

(bb) The Company has complied with all provisions of Florida
Statutes, Section 517.075, relating to issuers doing business with
Cuba.

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<PAGE> 17
(cc) Except as disclosed in the Prospectus, the Company and
its Subsidiaries (i) are in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental
Laws"), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a Material Adverse Effect.

(dd) The Company has reasonably concluded that costs and
liabilities associated with the effect of Environmental Laws on the
business, operations and properties of the Company and its
subsidiaries would not, singly or in the aggregate, have a Material
Adverse Effect.

(ee) The management and operation of the hotel properties
owned, leased or managed by the Company are not in violation of any
applicable building code, zoning ordinance or other law or regulation,
except where such violation of any applicable building code, zoning
ordinance or other law or regulation would not, singly or in the
aggregate, have a Material Adverse Effect.

(ff) The Company is insured by insurers of recognized
financial responsibility against such losses and risks and in such
amounts as are customary in the businesses in which the Company is
engaged and proposes to engage and the Company has no reason to
believe that it will not be able to renew such insurance coverage as
and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a
cost that would not have a Material Adverse Effect.

(gg) As of the Closing Date, the Formation shall have been
consummated as set forth in the Prospectus.

7. REPRESENTATIONS AND WARRANTIES OF CF SECURITIES. CF
Securities, L.P., a Texas limited partnership ("CF Securities"), represents and
warrants to each Underwriter that:

17
<PAGE> 18
(a) Each of this Agreement and the Transaction Documents
has been duly authorized, executed and delivered by or on behalf of CF
Securities and each Founder that is a party thereto and is the valid
and binding agreement of CF Securities and each such Founder
enforceable against CF Securities and each such Founder in accordance
with its terms, except that (i) the enforceability hereof or thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to
creditors' rights generally, (ii) the remedy of specific performance
and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which the
proceedings may be brought and (iii) rights to indemnity and
contribution hereunder or thereunder may be limited by federal or
state securities laws or the public policy underlying such laws.

(b) None of the execution, delivery or performance of
this Agreement or any Transaction Document by or on behalf of CF
Securities or any Founder that is a party thereto nor the consummation
by or on behalf of CF Securities or any such Founder of the
transactions contemplated hereby and thereby (i) requires any consent,
approval, authorization or other order of, or registration or filing
with, any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may be required
for the registration of the Notes under the Act and the Trust
Indenture Act and compliance with the securities or Blue Sky laws or
real estate syndication laws of various jurisdictions, all of which
have been or will be effected in accordance with this Agreement, or as
may be required subsequent to the date hereof to give effect to the
transactions comprising the Formation, all of which will be effected
in a timely manner in connection with the Formation), or conflicts or
will conflict with or constitutes or will constitute a breach of, or a
default under, the certificate or articles of incorporation or by-laws
or other organizational documents of CF Securities or any such Founder
or (ii) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, any agreement, indenture,
lease or other instrument to which CF Securities or any such Founder
is a party or by which CF Securities or any such Founder is or may be
bound, or violates or will violate any statute, law, regulation or
filing or judgment, injunction, order or decree applicable to CF
Securities or any such Founder, or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of CF Securities or any such Founder

18
<PAGE> 19
pursuant to the terms of any agreement or instrument to which CF
Securities or any such Founder is a party or by which CF Securities or
any such Founder may be bound or to which any of the property or
assets of CF Securities or any such Founder is subject, in each case
except for such conflicts, breaches, defaults, violations, or
encumbrances that would not singly or in the aggregate have a Material
Adverse Effect or materially adversely affect the ability CF
Securities or any of such Founder to fulfill its obligations hereunder
or thereunder.

(c) None of CF Securities or any Founder has taken,
directly or indirectly, any action designed to or that might
reasonably be expected to cause or result in stabilization or
manipulation of the price of the Common Stock to facilitate the sale
or resale of the Notes.

(d) The representations and warranties of CF Securities
and each Founder in the Transaction Documents are, and on the Closing
Date will be, true and correct.

(e) None of Harlan R. Crow, Susan T. Groenteman or Kathy
Smalley has any knowledge that the Registration Statement or the
Prospectus (or any amendment or supplement thereto) contains any
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein (with respect to the Prospectus, in light of the circumstances
under which they were made) not misleading, except that this
representation and warranty does not apply to statements in or
omissions from the registration statement or the Prospectus made in
reliance upon and in conformity with information relating to any
Underwriter furnished to CF Securities in writing by a Underwriter
through the Representatives expressly for use therein.

8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each of you and each other Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs
of investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prepricing Prospectus or
in the Registration Statement or the Prospectus or in any amendment or
supplement thereto, or arising out of or based upon any omission or alleged
omission to state therein a

19
<PAGE> 20
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission that has been made therein or
omitted therefrom in reliance upon and in conformity with the information
relating to such Underwriter furnished in writing to the Company by or on
behalf of any Underwriter through you expressly for use in connection
therewith; provided, however, that the indemnification contained in this
paragraph (a) with respect to any Prepricing Prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) on account of any such loss, claim, damage, liability or expense
arising from the sale of the Notes by such Underwriter to any person if a copy
of the Prospectus shall not have been delivered or sent to such person within
the time required by the Act, and the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in such
Prepricing Prospectus was corrected in the Prospectus, provided that the
Company has delivered the Prospectus to the several Underwriters, no later than
2:00 P.M., New York city time, on the business day following the date hereof,
in such quantity as the Underwriters shall have reasonably requested.

(b) CF Securities agrees that, in the event any Underwriter or any
person controlling any Underwriter shall obtain a judicial judgment, order or
decree against the Company for amounts payable by the Company to such
Underwriter or controlling person pursuant to this Section 8 (whether for
indemnification or contribution), which judgment has been and remains unstayed,
unsatisfied and undischarged for a period of 60 days or more, then CF
Securities shall promptly, upon the request of such Underwriter or controlling
person, pay to such Underwriter or controlling person an amount equal to the
amount payable by the Company to such Underwriter or controlling person
pursuant to such judgment. Notwithstanding the foregoing, the aggregate
liability of CF Securities pursuant to this Agreement shall be limited to an
amount equal to the aggregate amount of cash received by the Founders pursuant
to the Transaction Documents.

(c) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company, such Underwriter or such
controlling person shall promptly notify the Company and CF Securities, and the
Company shall assume the defense thereof, including the employment of counsel
and payment of all fees and expenses, provided that in the event the Company
fails to so

20
<PAGE> 21
assume such defense, CF Securities may so assume such defense. Such
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action, suit or proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Underwriter or such controlling person unless (i) the Company
or CF Securities, as the case may be, has agreed in writing to pay such fees
and expenses, (ii) the Company and CF Securities failed to assume the defense
and employ counsel, or (iii) the named parties to any such action, suit or
proceeding (including any impleaded parties) include both such Underwriter or
such controlling person and the Company and such Underwriter or such
controlling person shall have been advised by its counsel that representation
of such indemnified party and the Company by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or
not such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case neither the Company
nor CF Securities shall have the right to assume the defense of such action,
suit or proceeding on behalf of such Underwriter or such controlling person).
It is understood, however, that the Company or CF Securities, as the case may
be, shall, in connection with any one such action, suit or proceeding or
separate but substantially similar or related actions, suits or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Underwriters and controlling persons not having actual or potential
differing interests with you or among themselves, which firm shall be
designated in writing by Smith Barney Inc., and that all such fees and expenses
shall be reimbursed as they are incurred. Neither the Company nor CF
Securities shall be liable for any settlement of any such action, suit or
proceeding effected without their written consent, but if settled with such
written consent, or if there be a final judgment for the plaintiff in any such
action, suit or proceeding, the Company agrees to indemnify and hold harmless
any Underwriter, to the extent provided in paragraph (a) above, and any such
controlling person from and against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.

(d) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, and any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but
only with respect to information relating to such Underwriter furnished in

21
<PAGE> 22
writing by or on behalf of such Underwriter through you expressly for use in
the Registration Statement, the Prospectus or any Prepricing Prospectus, or any
amendment or supplement thereto. If any action, suit or proceeding shall be
brought against the Company, any of its directors, any such officer any such
controlling person based on the Registration Statement, the Prospectus or any
Prepricing Prospectus, or any amendment or supplement thereto, and in respect
of which indemnity may be sought against any Underwriter pursuant to this
paragraph (d), such Underwriter shall have the rights and duties given to the
Company by paragraph (c) above (except that if the Company shall have assumed
the defense thereof such Underwriter shall not be required to do so, but may
employ separate counsel therein and participate in the defense thereof, but the
fees and expenses of such counsel shall be at such Underwriter's expense), and
the Company, its directors, any such officer, any such controlling person shall
have the rights and duties given to the Underwriters by paragraph (c) above.

(e) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under paragraphs (a) or (d) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party (which for purposes of this paragraph (e)
shall not include CF Securities, the obligations of which with respect to
contribution are set forth in paragraph (b) hereof), in lieu of indemnifying or
paying such indemnified party, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Notes (including the application of
the proceeds therefrom as described in the Prospectus), or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, each as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company on the one
hand and the Underwriters on the other hand shall be determined by reference
to, among other

22
<PAGE> 23
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or by the Underwriters on
the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

(f) The Company, CF Securities and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 8 were
determined by a pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (e)
above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities and expenses referred to in paragraph (e)
above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 8, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price of the Notes underwritten by it and distributed to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to
this Section 8 are several in proportion to the respective principal amounts of
Notes set forth opposite their names in Schedule I hereto (or such principal
amounts of Notes increased as set forth in Section 11 hereof) and not joint.

(g) No indemnifying party shall, without the prior written consent
of each indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.

(h) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party

23
<PAGE> 24
as such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company and CF Securities set forth in
this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Company, its directors or officers or any
person controlling the Company, CF Securities or any Founder, (ii) acceptance
of any Notes and payment therefor hereunder, and (iii) any termination of this
Agreement, provided that the representations and warranties of CF Securities
set forth in this Agreement shall terminate on the date one year following the
Closing Date. A successor to any Underwriter or any person controlling any
Underwriter, or to the Company, its directors or officers, or any person
controlling the Company shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 8.

9. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase the Notes hereunder are subject to
the following conditions:

(a) If, at the time this Agreement is executed and delivered,
it is necessary for the registration statement or a post-effective
amendment thereto to be declared effective before the offering of the
Notes may commence, the registration statement or such post-effective
amendment shall have become effective not later than 10:00 P.M., New
York City time, on the date hereof, or at such later date and time as
shall be consented to in writing by you, and all filings, if any,
required by Rules 424 and 430A under the Act shall have been timely
made; no stop order suspending the effectiveness of the registration
statement shall have been issued and no proceeding for that purpose
shall have been instituted or, to the knowledge of the Company or any
Underwriter, threatened by the Commission, and any request of the
Commission for additional information (to be included in the
Registration Statement or the Prospectus or otherwise) shall have been
complied with to your satisfaction.

(b) Subsequent to the effective date of this Agreement, there
shall not have occurred (i) any downgrading or any notice of any
intended or potential downgrading or of any review for a possible
change that does not indicate the direction of the possible change in
the rating accorded any of the Company's securities by any "nationally
recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Act, (ii) any change, or any

24
<PAGE> 25
development that is reasonably likely to result in a prospective
change, in or affecting the condition (financial or other), business,
properties, net worth or results of operations of the Company and its
subsidiaries, taken as a whole, not contemplated by the Prospectus
that, in your opinion, as Representatives of the several Underwriters,
would materially adversely affect the market for the Notes, or (iii)
any event or development relating to or involving the Company or any
officer or director of the Company that makes any statement made in
the Prospectus untrue in any material respect or that, in the opinion
of the Company and its counsel or the Underwriters and their counsel,
requires the making of any addition to or change in the Prospectus in
order to state a material fact required by the Act or any other law to
be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, if amending or supplementing such Prospectus to
reflect such event or development would, in your opinion, as
Representatives of the several Underwriters, materially adversely
affect the market for the Notes.

(c) You shall have received on the Closing Date an
opinion of Locke Purnell Rain Harrell, counsel for the Company, dated
the Closing Date and addressed to you, as Representatives of the
several Underwriters, to the effect that:

(i) The Company is a corporation duly incorporated
and validly existing in good standing under the laws of the
State of Delaware, with full corporate power and authority to
own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the
Prospectus and is duly qualified and in good standing in all
other jurisdictions in which the nature of the business
transacted or property owned or leased by it makes such
qualification necessary, except where the failure so to
qualify or be in good standing would not have a Material
Adverse Effect;

(ii) The Notes (A) have been duly authorized and (B)
when issued and executed and authenticated in accordance with
the provisions of the Indenture and delivered to you in
accordance with the terms of this Agreement, will be entitled
to the benefits of the Indenture, and will constitute valid
and legally binding agreements of the Company in accordance
with their terms (provided that, for purposes of such opinion,
such counsel

25
<PAGE> 26
may assume that the applicable law chosen by the parties to
govern the Notes is the same as applicable Texas law), except
(i) the enforceability hereof thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights generally and (ii) the remedy of specific performance
and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before
which the proceedings may be brought;

(iii) The Subsidiary Guarantees have been duly
authorized and validly issued by each of the Guarantors, and
when the Notes are executed and authenticated in accordance
with the Indenture and delivered to you in accordance with the
terms of this Agreement, the Notes will be entitled to the
benefits of the Subsidiary Guarantees, and the Subsidiary
Guarantees will constitute valid and legally binding
agreements of each of the Guarantors in accordance with their
terms set forth in the Indenture (provided that, for purposes
of such opinion, such counsel may assume that the applicable
law chosen by the parties to govern the Subsidiary Guarantees
is the same as applicable Texas law), except (i) the
enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium
or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) the remedy of specific
performance and other forms of equitable relief may be subject
to certain equitable defenses and to the discretion of the
court before which the proceedings may be brought

(iv) The Registration Statement and all
post-effective amendments, if any, have become effective under
the Act and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceedings therefor are
pending before or contemplated by the Commission; and any
required filing of the Prospectus pursuant to Rule 424(b) or
Rule 434 has been made in accordance with Rule 424(b) and Rule
430A under the Act;

(v) The Company has the corporate power and
authority to enter into this Agreement and to issue, sell and
deliver the Notes to the Underwriters as provided herein, and
this

26
<PAGE> 27
Agreement has been duly authorized, executed and delivered by
the Company and is a legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with
its terms (provided that, for purposes of such opinion, such
counsel may assume that the applicable law governing this
Agreement is the same as applicable Texas law), except that
(A) enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally,
(B) the remedy of specific performance and other forms of
equitable relief may be subject to certain equitable defenses
and to the discretion of the court before which the
proceedings may be brought and (C) rights to indemnity and
contribution hereunder may be limited by federal or state
securities laws or the public policy underlying such laws;

(vi) The Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended, and the Company has
the corporate power and authority to enter into the Indenture,
and the Indenture has been duly authorized, executed and
delivered by the Company and is a legal, valid and binding
agreement of the Company, enforceable against the Company in
accordance with its terms (provided that, for purposes of such
opinion, such counsel may assume that the applicable law
chosen by the parties to govern the Indenture is the same as
applicable Texas law), except that (A) enforceability thereof
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (B) the remedy of
specific performance and other forms of equitable relief may
be subject to certain equitable defenses and to the discretion
of the court before which the proceedings may be brought;

(vii) The Notes and the Indenture conform in all
material respects to the descriptions thereof contained in the
Registration Statement and the Prospectus under the heading
"Description of the Notes";

(viii) The Company and each of the Roll-Up Entities
has the necessary power and authority to enter into each of
the Transaction Documents, and each of the Transaction
Documents have been duly authorized, executed and delivered by
the Company and, as applicable, the Roll-Up Entities, and each

27
<PAGE> 28
of the Transaction Documents is a legally valid and binding
agreement of the Company and, as applicable, the Roll-Up
Entities, enforceable against the Company and, as applicable,
the Roll-Up Entities, in accordance with its terms (provided
that, for purposes of such opinion, such counsel may assume
that the applicable law governing each of the Transaction
Documents is the same as applicable Texas law), except that
(A) enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (B) the remedy of specific performance and other forms of
equitable relief may be subject to certain equitable defenses
and to the discretion of the court before which the
proceedings may be brought;

(ix) To the best knowledge of such counsel, neither
the issuance, sale or delivery of the Notes, nor the
execution, delivery or performance of this Agreement, the
Indenture or the Transaction Documents, or compliance by the
Company or any of the Roll-Up Entities with all provisions of
this Agreement, the Indenture or the Transaction Documents,
nor consummation by the Company or any of the Roll-Up Entities
of the transactions contemplated hereby or thereby conflicts
or will conflict with or constitutes or will constitute a
breach of, or a default under, the certificate of
incorporation or by-laws or other organizational documents of
the Company or any of the Roll-Up Entities or any agreement,
indenture, lease or other instrument identified on a
certificate, substantially in the form of Annex A hereto,
executed by an executive officer of the Company, or will
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any
of its Subsidiaries under any such agreement, indenture, lease
or other instrument, nor will any such action result in any
violation of any existing law, regulation, ruling (assuming
compliance with all applicable state securities and Blue Sky
laws), judgment, injunction, order or decree known to such
counsel, and applicable to the Company, any of its
Subsidiaries or any of the Roll-Up Entities or any of their
respective properties, in each case except for such conflicts,
breaches, defaults, violation, or encumbrances that would not
singly or in the aggregate have a Material Adverse Effect or
materially adversely affect the ability of the

28
<PAGE> 29
Company or any of the Roll-Up Entities to fulfill its
obligations hereunder or thereunder;

(x) No consent, approval, authorization or order
of, or registration or filing with, any court, regulatory
body, administrative agency or other governmental agency, body
or official is required to be obtained or made by the Company
or the Roll-Up Entities for the valid issuance and sale of the
Notes pursuant to this Agreement or the Indenture or, except
where the failure to obtain any such consent, approval,
authorization, order or registration or to make such filing
would not, singly or in the aggregate, have a Material Adverse
Effect, the consummation of the Formation, except in any case
such as have been obtained under the Act and the Trust
Indenture Act or such as may be required under state
securities or Blue Sky laws or real estate syndication laws
governing the purchase and distribution of the Notes;

(xi) The Registration Statement and the Prospectus
(except for the financial statements, schedules and notes
thereto and other financial and statistical data included
therein, as to which such counsel need not express an opinion)
comply as to form in all material respects with the
requirements of the Act;

(xii) To the best knowledge of such counsel (A)
other than as described or contemplated in the Prospectus,
there are no legal or governmental proceedings pending or
threatened against the Company that are material to the
Company and its subsidiaries, taken as a whole, or to which
the Company, or any of its properties, is subject that are
material to the Company and its subsidiaries, taken as a
whole, that are required to be described in the Registration
Statement or the Prospectus and (B) there are no agreements,
contracts, indentures, leases or other instruments relating to
the Company, of a character that are required to be described
in the Registration Statement or the Prospectus or to be filed
as an exhibit to the Registration Statement that are not
described or filed as required, as the case may be;

(xiii) The statements under the headings "The
Formation and the Financing Plan", "Description of the
Revolving Credit Agreement", "Description of the Notes" and
"Description of Capital Stock" in the Prospectus and in the

29
<PAGE> 30
Registration Statement in Items 14 and 15, insofar as such
statements constitute a summary of legal matters, documents or
proceedings referred to therein, fairly present the
information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters
referred to therein;

(xiv) The Company is not now and, after sale of the
Notes and application of the net proceeds from such sale as
described in the Prospectus under the caption "Use of
Proceeds", will not be an "investment company" required to be
registered under Section 8 of the Investment Company Act of
1940, as amended (the "Investment Company Act");

(xv) Each of the Subsidiaries of the Company (other
than Wyndham Hotels & Resorts (Aruba) N.V., an Aruban company,
with respect to which such counsel need not express an
opinion) has been duly incorporated and is validly existing in
good standing in the jurisdiction of its incorporation, with
full corporate power and authority to own, lease, and operate
its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment
or supplement thereto); and all the outstanding shares of
capital stock of each of the Subsidiaries of the Company
(other than Wyndham Hotels & Resorts (Aruba) N.V., an Aruban
company, with respect to which such counsel need not express
an opinion) have been duly authorized and validly issued, are
fully paid and nonassessable, and, except as otherwise
disclosed in the Prospectus, all of the outstanding shares of
capital stock of each of the Subsidiaries of the Company are
owned by the Company directly, or indirectly through one of
the other Subsidiaries, free and clear of any lien, adverse
claim, security interest, equity or other encumbrance;

(xvi) To the best knowledge of such counsel, neither
the Company nor any of its Subsidiaries (other than Wyndham
Hotels & Resorts (Aruba) N.V., an Aruban company, with respect
to which such counsel need not express an opinion) is (A) in
violation of its certificate of incorporation or by-laws, or
other organizational documents or (B) in default in the
performance of any material obligation, agreement or condition
contained in any bond, debenture, note or other evidence of
indebtedness identified on a certificate substantially in the
form of Annex A hereto,

30
<PAGE> 31
executed by an executive officer of the Company, except as may
be disclosed in the Prospectus or where any such default or
defaults in the aggregate would not have a Material Adverse
Effect;

(xvii) To the best knowledge of such counsel, (A)
neither the Company nor any of its Subsidiaries is in material
violation of any law, ordinance, administrative or
governmental rule or regulation applicable to the Company or
any of its Subsidiaries or of any decree of any court or
governmental agency or body having jurisdiction over the
Company or any of its Subsidiaries, except for such violation
or violations which in the aggregate would not have a Material
Adverse Effect, and (B) the Company and each of its
Subsidiaries has such Permits as are necessary to own its
respective properties and to conduct its business in the
manner described in the Prospectus, except where the failure
to have any such Permit would not have a Material Adverse
Effect;

(xviii) To the best knowledge of such counsel, there
is no current, pending or threatened action, suit or
proceeding before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its
respective properties of a character required to be described
in the Registration Statement or the Prospectus (or any
amendment or supplement thereto) that is not adequately so
described; and

(xix) To the best knowledge of such counsel, except
as described in the Registration Statement and the Prospectus,
there is no holder of any security of the Company or any other
person who has the right, contractual or otherwise, to cause
the Company to sell or otherwise issue to them, or to permit
them to underwrite the sale of, the Notes or the right to have
any securities of the Company included in the registration
statement or the right, as a result of the filing of the
registration statement, to require registration under the Act
of any securities of the Company.

In addition, such counsel shall state that although such
counsel has not undertaken, except as otherwise indicated in their
opinion, to determine independently, and does not assume any
responsibility for, the accuracy, completeness or fairness of the
statements in the Registration Statement and the

31
<PAGE> 32
Prospectus, such counsel has participated in the preparation of the
Registration Statement and Prospectus including general review and
discussion of the contents thereof but has made no independent check
or verification thereof (relying as to materiality to a large extent
upon the statements of officers and other representatives of the
Company), and such counsel has no reason to believe that the
Registration Statement and the prospectus included therein, at the
time such Registration Statement or any post-effective amendment
became effective, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the
Prospectus as of their respective dates or as of the Closing Date
contained or contain any untrue statement of a material fact or
omitted or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; it being
understood that such counsel need express no statement with respect to
the financial statements, schedules and other financial and
statistical data included in the Registration Statement or the
Prospectus.

In rendering its opinion as aforesaid, such counsel may, as to
factual matters, rely upon written certificates or statements of
officers of the Company and its subsidiaries, each dated the Closing
Date, and may state that such counsel expresses no opinion as to the
law of any jurisdiction other than the United States, the State of
Texas or the corporation law of the State of Delaware.
Notwithstanding the foregoing, with respect to matters of Jamaican
law, the Company shall deliver to you, as Representatives of the
several U.S. Underwriters, an opinion of Jamaican counsel retained by
the Company, provided that (1) such local counsel is acceptable to the
Representatives, (2) such opinion is in form and substance
satisfactory to them and their counsel and (3) Locke Purnell Rain
Harrell shall state in their opinion that they believe that the
Underwriters are justified in relying on such opinion of Jamaican
counsel.

(d) You shall have received on the Closing Date an opinion of
Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing
Date, with respect to the matters referred to in clauses (ii)(A),
(iv), (xiii), (xiv) (but only with respect to the statements in the
Prospectus under the headings "Description of the Notes", "Description
of Capital Stock" and "Underwriting") and the paragraph immediately
following

32
<PAGE> 33
clause (xiv) of subsection (c) above and such other related matters
as you may request.

(e) You shall have received letters addressed to you, as
Representatives of the several Underwriters, and dated the date hereof
and the Closing Date from Coopers & Lybrand, independent certified
public accountants, substantially in the forms heretofore approved by
you.

(f)(i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been taken or, to the knowledge of the
Company, shall be contemplated by the Commission at or prior to the
Closing Date; (ii) there shall not have been any material change in
the capital stock of the Company nor any material increase in the
short-term or long-term debt of the Company (other than in the
ordinary course of business) from that set forth or contemplated in
the Registration Statement or the Prospectus; (iii) there shall not
have been, since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as may
otherwise be stated in the Registration Statement and Prospectus (or
any amendment or supplement thereto), any material adverse change, or
any development reasonably likely to result in a prospective material
adverse change, in the condition (financial or other), business,
properties, net worth or results of operations of the Company and its
subsidiaries, taken as a whole; and (iv) all the representations and
warranties of the Company contained in this Agreement shall be true
and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, and you shall have
received a certificate, dated the Closing Date and signed by the chief
executive officer and the chief financial officer of the Company (or
such other officers as are acceptable to you), to the effect set forth
in this Section 9(f) and in Sections 9(g) and 9(i) hereof.

(g) The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements
herein contained and required to be performed or complied with by it
hereunder at or prior to the Closing Date.

(h) The consummation of the Formation and receipt by the
Company of the proceeds of the Financing Plan (including, without
limitation, the Concurrent Equity Offering) shall have occurred prior
to or shall occur simultaneously with the closing hereunder.

33
<PAGE> 34
(i) The Company shall have furnished or caused to be
furnished to you such further certificates and documents as you shall
have requested.

All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are satisfactory
in form and substance to you and your counsel.

Any certificate or document signed by any officer of the
Company and delivered to you, as Representatives of the Underwriters, or to
counsel for the Underwriters, shall be deemed a representation and warranty by
the Company to each Underwriter as to the statements made therein.

10. EXPENSES. The Company agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it of
its obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the Prospectus,
and each amendment or supplement to any of them; (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the registration statement, each
Prepricing Prospectus, the Prospectus, and all amendments or supplements to any
of them as may be reasonably requested for use in connection with the offering
and sale of the Notes; (iii) the preparation, printing, authentication,
issuance and delivery of the Notes, including any stamp taxes in connection
with the original issuance and sale of the Notes; (iv) the reproduction and
delivery of this Agreement, the Indenture, the preliminary and supplemental
Blue Sky Memoranda and all other agreements or documents reproduced and
delivered in connection with the offering of the Notes; (v) the registration of
the Common Stock under the Exchange Act and the listing of the Common Stock on
the New York Stock Exchange; (vi) the registration or qualification of the
Notes for offer and sale under the securities or Blue Sky laws or real estate
syndication laws of the several states as provided in Section 5(g) hereof
(including the reasonable fees, expenses and disbursements of counsel for the
Underwriters relating to the preparation, reproduction and delivery of the
preliminary and supplemental Blue Sky Memoranda and such registration and
qualification); (vii) the filing fees and the fees and expenses of counsel for
the Underwriters in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; (viii) the transportation and
other expenses incurred by or on behalf of Company representatives in
connection with presentations to prospective purchasers of the Notes; and (ix)
the fees and expenses of the Company's accountants

34
<PAGE> 35
and the fees and expenses of counsel (including local and special counsel) for
the Company.

11. EFFECTIVE DATE OF AGREEMENT. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the registration statement or a post-effective amendment thereto to be
declared effective before the offering of the Notes may commence, when
notification of the effectiveness of the registration statement or such
post-effective amendment has been released by the Commission. Until such time
as this Agreement shall have become effective, it may be terminated by the
Company, by notifying you, or by you, as Representatives of the several
Underwriters, by notifying the Company.

If any one or more of the Underwriters shall fail or refuse to
purchase Notes that it or they are obligated to purchase hereunder on the
Closing Date, and the aggregate principal amount of Notes that such defaulting
Underwriter or Underwriters are obligated but fail or refuse to purchase is not
more than one-tenth of the aggregate principal amount of Notes that the
Underwriters are obligated to purchase on the Closing Date, each non-defaulting
Underwriter shall be obligated, severally, in the proportion that the principal
amount of Notes set forth opposite its name in Schedule I hereto bears to the
aggregate principal amount of Notes set forth opposite the names of all
non-defaulting Underwriters or in such other proportion as you may specify in
accordance with Section 20 of the Master Agreement Among Underwriters of Smith
Barney Inc., to purchase the Notes that such defaulting Underwriter or
Underwriters are obligated, but fail or refuse, to purchase. If any one or
more of the Underwriters shall fail or refuse to purchase Notes that it or they
are obligated to purchase on the Closing Date and the aggregate principal
amount of Notes with respect to which such default occurs is more than
one-tenth of the aggregate principal amount of Notes that the Underwriters are
obligated to purchase on the Closing Date and arrangements satisfactory to you
and the Company for the purchase of such Notes by one or more non-defaulting
Underwriters or other party or parties approved by you and the Company are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company. In any
such case that does not result in termination of this Agreement, either you or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting

35
<PAGE> 36
Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule I hereto who, with your approval and the approval of the Company,
purchases Notes that a defaulting Underwriter is obligated, but fails or
refuses, to purchase.

Any notice under this Section 11 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

12. TERMINATION OF AGREEMENT. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company, by notice to the Company if, prior to the Closing
Date (i) trading in securities generally on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market shall have been suspended
or materially limited, (ii) a general moratorium on commercial banking
activities in the State of New York or the State of Texas shall have been
declared by either federal or state authorities, or (iii) there shall have
occurred any outbreak or escalation of hostilities or other international or
domestic calamity, crisis or change in political, financial or economic
conditions, the effect of which is such as to make it, in your judgment,
impracticable to market the Notes on the terms and in the manner contemplated
in the Prospectus or to enforce contracts for the resale of the shares by the
U.S. Underwriters. Notice of such termination may be given to the Company by
telegram, telecopy or telephone and shall be subsequently confirmed by letter.

13. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set
forth in the last paragraph on the cover page, the stabilization legend on the
inside front cover page, and the statements in the fourth, eighth, ninth,
tenth, eleventh, twelfth and fourteenth paragraphs under the caption
"Underwriting" in any Prepricing Prospectus and in the Prospectus constitute
the only information furnished by or on behalf of the Underwriters through you
as such information is referred to in Sections 6(b) and 8 hereof.

14. MISCELLANEOUS. Except as otherwise provided in Sections 5, 11
and 12 hereof, notice given pursuant to any provision of this Agreement shall
be in writing and shall be delivered (i) if to the Company, at the office of
the Company at 2001 Bryan Street, Suite 2300, Dallas, Texas 75201, Attention:
James D. Carreker, Chief Executive Officer; (ii) if to CF Securities, at the
office of CF Securities at 2001 Ross Avenue, Suite 3200, Dallas, Texas 75201,
Attention: Susan T. Groenteman or (iii) if to you, as Representatives of the
several Underwriters, care of Smith

36
<PAGE> 37
Barney Inc., 388 Greenwich Street, New York, New York 10013, Attention:
Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of
the several Underwriters, the Company, its directors and officers, and the
other controlling persons referred to in Section 8 hereof and their respective
successors and assigns, to the extent provided herein, and no other person
shall acquire or have any right under or by virtue of this Agreement. Neither
the term "successor" nor the term "successors and assigns" as used in this
Agreement shall include a purchaser from any Underwriter of any of the Notes in
his status as such purchaser.

15. APPLICABLE LAW; COUNTERPARTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed solely within the State of New
York.

This Agreement may be signed in various counterparts that
together constitute one and the same instrument. If signed in counterparts,
this Agreement shall not become effective unless at least one counterpart
hereof shall have been executed and delivered on behalf of each party hereto.

16. AGREEMENT OF WYNDHAM HOTEL COMPANY LTD. If this Agreement shall
terminate or shall be terminated after execution pursuant to any provisions
hereof (otherwise than pursuant to the second paragraph of Section 11 hereof or
by notice given by you terminating this Agreement pursuant to Section 11 or
Section 12 hereof) or if this Agreement shall be terminated by the Underwriters
because of any failure or refusal on the part of the Company to comply with the
terms or fulfill any of the conditions of this Agreement, Wyndham Hotel Company
Ltd. agrees to reimburse the Representatives for all reasonable out-of-pocket
expenses (including reasonable fees and expenses of counsel for the
Underwriters) incurred by you in connection with effecting the transactions
contemplated in this Agreement.

37
<PAGE> 38
Please confirm that the foregoing correctly sets forth the
agreement among the Company, CF Securities, Wyndham Hotel Company Ltd. and the
several Underwriters.

Very truly yours,

WYNDHAM HOTEL CORPORATION

By ______________________
Chief Executive
Officer

CF SECURITIES, L.P.

By: [ ],
its general partner

By ______________________
Name:
Title:

WYNDHAM HOTEL COMPANY LTD.

By: [ ],
its general partner

By ______________________
Name:
Title:
<PAGE> 39

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.

SMITH BARNEY INC.
BT SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
MONTGOMERY SECURITIES

As Representatives of the Several Underwriters

By SMITH BARNEY INC.

By ______________________
Managing Director
<PAGE> 40
SCHEDULE I

WYNDHAM HOTEL CORPORATION

<TABLE>
<CAPTION>
Principal Amount
Underwriter of Notes
----------- --------
<S> <C>
Smith Barney Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BT Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . .
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . .
Montgomery Securities . . . . . . . . . . . . . . . . . . . . . . . . . . __________

Total

==========
</TABLE>
<PAGE> 41
SCHEDULE II

Roll-Up Entities

Brookfield Lakes Partners Ltd., a Texas limited partnership
Commerce Hotel Partners Ltd., a Texas limited partnership
Garden Hotel Associates LP, a Texas limited partnership
Garden Hotel Associates Two L.P., a Texas limited partnership
Garden Hotel Partners LP, a Texas limited partnership
Garden Hotel Partners Two L.P., a Texas limited partnership
Garden Hotel Corporation No. 1, a Texas corporation
Garden Hotel Corporation No. 2, a Texas corporation
Garden Hotel Corporation No. 3, Inc., a Texas corporation
Indianapolis Partners Ltd, a Texas limited partnership
Rose Hall Associates Limited Partnership, a Texas limited partnership
Schaumburg Hotel Associates, Ltd, a Texas limited partnership
Schaumburg Hotel Partners Limited Partnership, a Texas limited
partnership
WH Interest, Inc., a Texas corporation
WHI Limited Partnership, a Texas limited partnership
Wyndham Charlotte Garden Hotel Limited Partnership,
a Texas limited partnership
Wyndham Hotel Company Ltd., a Texas limited partnership
WHC Caribbean Limited, a Jamaican company
Wyndham Hotel Management Corporation, a Texas corporation

<PAGE> 1
EXHIBIT 10.31

COVER SHEET

SALE AND PURCHASE AGREEMENT BETWEEN OVERLOOK VININGS INN AND
CONFERENCE CENTER ASSOCIATES, LTD., A GEORGIA LIMITED PARTNERSHIP, AS SELLER,
AND THE ENTITY IDENTIFIED IN ITEM NO. I BELOW, AS PURCHASER, COVERING AND
DESCRIBING THE WYNDHAM GARDEN HOTEL, 2857 PACES FERRY ROAD, ATLANTA, GEORGIA
30339

NO.1

Purchaser's Name: WYNDHAM HOTEL COMPANY, LTD.
---------------------------------------

Address: 2001 BRYAN STREET
---------------------------------------
SUITE 2300
---------------------------------------
DALLAS, TEXAS 75201
---------------------------------------
ATTENTION: MR. STEVE MILLER
-----------------------------

Telephone Number:(214) 978-4500
--- ----------
Facsimile Number:(214) 978-4601
--- ----------

<TABLE>
<S> <C> <C>
Individual or Type of Entity (Check):
------------ an individual residing in the state
of
---------------------------------

------------ a corporation organized in the state of

------------------------------------

------------ a general partnership organized in the state of

-----------------------------------------------
x
------------ a limited partnership organized in the state of
Texas
-----------------------------------------------

------------ A limited liability company organized in the
state of
-----------------------------------------------

NO. 2 (a) Purchase Price
(Check one or both):

x
------------- Financed Purchase Price : Twelve Million
Five Hundred Thousand and
---------------------------------------------
NO/100 Dollars ($12,500,000)
---------------------------------------------
[See Section 2.2 of the Contract for the current
outstanding principal balance of the Bonds.]

x
-------------- Cash Purchase price: Twelve Million Two
Hundred and Fifty Thousand and
-----------------------------------------------
NO/100 DOLLARS ($12,250,000.)

</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
(b) Alternate Purchase Price

(If bidder checked Financed Purchase Price in No. 2(a) above, but will accept Seller's requirement to proceed
with a Cash Purchase Price if Purchaser were unable to obtain the Consents to Transfer referenced in Section
2.2 of the Contract, then so indicate below.]

x Yes, I will accept a Cash Purchase Price of:
--------------- Twelve Million Two Hundred and Fifty
-------------------------------------------------
Thousand and NO/100 DOLLARS ($ 12,250,000
-------------------------------------------------

--------------- No, I will accept a Financed Purchase Price only.

[If bidder checked Cash Purchase Price in No. 2(a) above, but will accept Seller's requirement to proceed with a
Financed Purchase Price if Purchaser were unable to obtain the Discharge Documents referenced in Section 2.3 of the
Contract, then so indicate below.]

x Yes, I will accept a Financed Purchase Price of:
--------------- Twelve Million Five Hundred Thousand
---------------------------------------------------
and NO/100 DOLLARS ($12,500,000).
---------------------------------------------------

--------------- No, I will accept a Cash Purchase Price only.

NO. 3 Broker's Name: N/A
-----------------
Address:
---------------------------------------------------------------------
---------------------------------------------------------------------
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Telephone Number: ( )
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Facsimile Number: ( )
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Commission: and No/100 DOLLARS
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($ )
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NO. 4 Purchaser's Counsel: Janis Loegering
- ----- ---------------------------------------------------------------------
Address: Locke Purnell Rain Harrell
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2200 Ross Avenue, Suite 2200
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Dallas, Texas 75201
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Telephone Number: (214) 740-8000
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Facsimile Number: (214) 740-8800
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</TABLE>
Purchaser has executed with Seller that certain Confidentiality and Inspection
Agreement between Owner and Recipient dated March 4, 1996 and has attached such
agreement to the attached Sale and Purchase Agreement and labeled such
agreement EXHIBIT "C".

Purchaser's Initials: /s/ SKM Seller's Initials /s/
<PAGE> 3
INSTRUCTIONS FOR COMPLETION
OF ATTACHED SALE AND PURCHASE AGREEMENT

(1) The attached Cover Sheet (the page following) must be completed and
initialed by the party making a bid on the Subject Properties.

(2) "Purchaser" and "Broker" (if any) must sign in their respective
signature blocks on Pages 36 and 37 of the Sale and Purchase Agreement.

(3) Revisions to the Sale and Purchase Agreement by Purchaser are not
encouraged. If Purchaser makes any such revisions, however, they must
be (a) clear and legible and (b) initialed by Purchaser.

(4) The Exhibits attached to the Sale and Purchase Agreement are not to be
completed or signed by Purchaser. In the event Seller accepts
Purchaser's offer and a sale of the Subject Properties is consummated,
execution counterparts of the documents set forth in the Exhibits will
be provided at Closing.

(5) The Sale and Purchase Agreement must be returned to Seller in
accordance with the instructions provided in the Invitation to Bid and
Instructions and Conditions of Bid delivered to you by counsel to
Seller.
<PAGE> 4

INDEX

<TABLE>
<S> <C>
ARTICLE I SALE AND PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Incorporation By Reference of Cover Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Agreement of Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2 CONSIDERATION FOR CONVEYANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Financed Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Cash Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Independent Contract Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 3 EARNEST MONEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SURVEY AND TITLE POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 Permitted Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Title Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.4 Future Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 5 ADDITIONAL ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Submission Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.3 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 6 INSPECTION AND AUDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1 Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Condition of Subject Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 7 DAMAGE OR DESTRUCTION PRIOR TO THE CLOSING... . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.1 Damage or Destruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.2 Purchaser's Option in Excess of Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.3 Purchaser's Option Less than Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.4 Estimated Cost of Repair, Replacement and Restoration............. . . . . . . . . . . . . . . . . . . 15
7.5 Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
ARTICLE 8 CONDITION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.1 Condition of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.2 Purchaser's Additional Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.3 Management of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.4 Liquor License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.5 Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 9 CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.1 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Delivery of Items At Closing By Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.3 Delivery of Items at Closing By Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.4 Credits and Prorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.5 Purchaser's Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.6 Seller's Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.7 Representations and Warranties of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.8 Covenants of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.9 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE 10 REAL ESTATE COMMISSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10. I Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10.2 Broker Indemnifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 11 REMEDIES OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.1 Termination Of Contract By Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.2 Purchaser's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.3 Seller's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 12 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.2 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.4 Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.5 Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.6 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.7 Times And Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.8 Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.9 Entire Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.10 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
12.11 Non-recordable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.12 Third-Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.13 Legal Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.14 Contemplation of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.15 Return of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.16 Security for Unpaid Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.17 Completion of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.18 Effect of Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
12.19 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
12.20 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

EXHIBITS -

EXHIBIT A - . . . . . Legal Description of the Real Property
EXHIBIT B - . . . . . Leases
EXHIBIT C - . . . . . Confidentiality Agreement
EXHIBIT D - . . . . . Limited Warranty Deed
EXHIBIT E - . . . . . Blanket Conveyance, Bill of Sale and Assignment
EXHIBIT F - . . . . . Closing Memorandum and Indemnification Agreement
EXHIBIT G - . . . . . Letter to Tenant
EXHIBIT H - . . . . . Foreign Investment in Real Property Tax Act Affidavit
EXHIBIT I - . . . . . Erisa Statement
EXHIBIT J - . . . . . Letter Agreement and Form of Forbearance Agreement
EXHIBIT K - . . . . . Form of Assumption Agreement
EXHIBIT L . . . . . . Forms of Releases
</TABLE>

<PAGE> 7
SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT (the "Contract") is made to be effective
as of the Effective Date (as defined in Section 12.2 hereof) by and between
Overlook Vinings Inn and Conference Center Associates, Ltd., a Georgia limited
partnership ("Seller"), having its principal place of business at 520 Broad
Street, Newark, New Jersey 07102-3111, and the individual or entity, as the
case may be, identified in ITEM NO. 1 on the foregoing Cover Sheet
("Purchaser").

WITNESSETH:
ARTICLE I
SALE AND PURCHASE

1.1 Incorporation By Reference of Cover Sheet. The foregoing Cover
Sheet (the "Cover Sheet") is incorporated herein by reference and made a part
of this Contract for all purposes.

1.2 Agreement of Purchase and Sale. Subject to the terms and
conditions hereinafter set forth, Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller the following:

(a) the fee estate of Seller in and to the real property
described on Exhibit "A" attached hereto and made a part hereof, together
with all right, title and interest of Seller in and to any and all strips
or gores, roads, casements, streets and ways bounding such real property,
and rights of ingress and egress thereto (collectively, the "Real
Property");

(b) all right, title and interest of Seller in and to all
improvements situated upon the Real Property, including, but not by way
of limitation, those certain buildings, structures, fixtures and other
improvements of every kind and nature presently situated on, in, under or
hereafter erected, installed or used in or about the Real Property, and
commonly known as the Wyndham Garden Hotel, 2857 Paces Ferry Road,
Atlanta, Georgia 30339 (the "Hotel"), consisting of approximately 159
hotel rooms (collectively, the "Improvements");

-1-
<PAGE> 8

(c) all right, title and interest of Seller in and to the
tangible personal property owned by Seller located upon the Real Property
or within the Improvements, including specifically, without limitation,
heating, ventilation, air conditioning and other equipment, utility
distribution systems, appliances, beds, chairs, tables, desks and other
furniture, television sets, carpeting, draperies and curtains, tools,
lamps, paintings, decorations, refrigerators, ovens, linens, napkins,
silverware, glasses, and supplies, and other items of personal property
(excluding cash) used in connection with the operation of the Real
Property and the Improvements; excluding, however, all property leased
pursuant to the Leases [as defined in Section 1.2(e) hereof]
(collectively, the "Personal Property");

(d) all reservation deposits, advance payments, security
deposits and prepaid items and other amounts, deposits or credits paid to
or received by Seller or the Hotel prior to Closing [as defined in
Section 2.1 hereof], and attributable to the period subsequent to Closing,
specifically excluding all cash which is attributable to the period prior
to Closing (collectively, the "Prepaid Accounts");

(e) all of Seller's right, title and interest in all written
leases or other tenancy agreements pursuant to which any portion of the
Real Property or the Improvements is used or occupied by anyone other
than Seller, such agreements, if any, being described on Exhibit "B"
attached hereto and made a part hereof (collectively, the "Leases"); and

(f) all of Seller's right, title and interest, if any, in and
to (i) all assignable contracts and agreements relating to the upkeep,
repair, maintenance or operation of the Real Property, the Improvements
or the Personal Property which will extend beyond the Closing Date (as
defined in Section 9.1 hereof), including specifically, without
limitation, all assignable equipment leases and all assignable management
and operating agreements (collectively, the "Miscellaneous Contracts"),
(ii) all assignable warranties and guaranties (express or implied) issued
to Seller in connection with the Improvements or the Personal Property;
(iii) all licenses, permits or similar documents relating to the Real
Property or the Improvements, to the extent same are assignable; (iv)
telephone exchanges, trade names, marks and other identifying material
relating to the Real Property or the Improvements, to the extent same are
assignable; (v) plans, drawings, specifications, surveys, engineering
reports, and other technical descriptions relating to the Real Property
or the Improvements in Seller's possession; and (vi) all other items of
intangible personal property owned by Seller that relate in any way to
the ownership, use, leasing, maintenance, service or operation of the
Real

-2-
<PAGE> 9
Property or the Improvements, including guest lists and software
(collectively, the "Intangibles").

The Real Property, the Improvements, the Personal Property, the Prepaid
Accounts, the Leases and the Intangibles are hereinafter sometimes referred to
collectively as the "Subject Properties."

ARTICLE 2

CONSIDERATION FOR CONVEYANCE

2.1 Consideration. Seller agrees to sell and Purchaser agrees to
purchase the Subject Properties for an amount equal to the Purchase Price
identified in Item No. 2 on the Cover Sheet. The Purchase Price shall be due
and payable, as applicable, either (i) in cash by wire transfer of immediately
available federal funds (the "Cash Payment") at the closing of title and
delivery of the Deed [as such term is defined in Section 9.2(a) hereof] (the
"Closing"), or (ii) subject to the terms of Section 2.2, Purchaser's assumption
of Seller's liabilities and obligations from and after the Closing under the
Bond Documents (as defined in Section 2.2) (the "Assumption") in connection
with the $9,675,000 Development Authority of Cobb County Industrial Development
Revenue Bonds 1985 Series (Overlook Inn Project) (the "Bonds"), issued pursuant
to a certain Trust Indenture dated as of October 1, 1985 (the "Indenture"), by
and between the Development Authority of Cobb County (the "Authority") and The
Citizens and Southern National Bank (predecessor to The Bank of New York), as
trustee (the "Trustee"), with the balance of the Purchase Price to be paid in
cash at Closing (the "Assumption Payment").

2.2 [THIS SECTION 2.2 IS APPLICABLE TO A FINANCED PURCHASE PRICE ONLY]
Financed Purchase Price. With the consent of the Trustee, the Authority and
Mutual Benefit Life Insurance Company, in Liquidation (the "Guarantor"), the
Purchase Price may be paid in the form of the Assumption Payment, which shall
consist of (i) Purchaser's assumption of Seller's liabilities and obligations
under the Bond Documents (hereinbelow defined), the current outstanding
principal balance thereunder being $9,675,000, pursuant to an Assignment,
Assumption, Consent and Release Agreement, to be executed and delivered by the
Trustee, the Authority, the Guarantor, Seller and Purchaser, substantially in
the form attached hereto as Exhibit "K" to evidence the Assumption (the
"Assumption Agreement"), and (ii) cash in an amount equal to the difference
between the Purchase Price and $9,675,000. For purposes of this Contract, the
term "Bond Documents" shall mean all of the following:

- 3 -

<PAGE> 10

(a) The Indenture, as defined in Section 2.1;

(b) Loan Agreement, dated as of October 1, 1985 (the "Loan
Agreement"), between the Authority and Seller pertaining to the Bonds;

(c) Note, dated October 1, 1985, in the original principal
amount of $9,675,000 made by Seller payable to the order of the
Authority, and assigned by the Authority without recourse to the Trustee;

(d) Deed to Secure Debt from Seller to the Authority, The
Mutual Benefit Life Insurance Company ("MBLIC"), and the Trustee, dated
as of October 1, 1985 (the "Deed to Secure Debt"), filed November 26,
1985, recorded at Deed Book 3738, Page 1, Office of the Clerk of the
Superior Court of Cobb County, Georgia, as assigned by Memorandum of
Assignment from the Authority to the Trustee, dated as of October 1,
1985, recorded at Deed Book 3738, Page 56, Office of the Clerk of the
Superior Court of Cobb County, Georgia;

(e) Agreement Regarding Interest and Charges dated November 26,
1985, by and between Seller and the Authority;

(f) Forbearance Agreement, as defined in this Section 2.2; and

(g) all other agreements entered into by Seller in connection
with the Bonds.

Purchaser and Seller hereby acknowledge that Seller's payment obligations
under the Loan Agreement were guaranteed pursuant to the Guaranty Agreement
dated as of October 1, 1985 made by MBLIC for the benefit of the Authority (the
"Guaranty"). Purchaser and Seller further acknowledge that due to the placement
of MBLIC in rehabilitation on July 16, 1991 and Seller's subsequent failure to
(i) substitute Alternate Security (as defined in the Loan Agreement) for the
Guaranty, and (ii) prepay all outstanding principal and accrued interest under
the Note and the Loan Agreement, the Trustee declared an "Event of Default"
under the Indenture. Subsequent to the Trustee's declaration of such Event of
Default, the Bonds were not redeemed, the principal amount thereof continues to
be due and payable, and Seller has continued to make timely payment of all
interest due under the Note and the Loan Agreement and amounts in excess
thereof, as described in Section 8 of the Forbearance Agreement.

- 4 -
<PAGE> 11
Purchaser and Seller further acknowledge that Seller and the Trustee have
entered into a letter agreement dated October 30, 1995, wherein the Trustee has
evidenced its agreement that concurrently with the execution of this Contract
by Seller, the Trustee will enter into a Forbearance Agreement (the
"Forbearance Agreement"), the letter agreement and the form of Forbearance
Agreement approved by the Trustee being attached hereto as Exhibit "J".
Purchaser's obligation to perform in accordance with the terms and conditions
set forth in the Forbearance Agreement, including, without limitation, the
obligation to obtain the items referenced in clauses (i) and (ii) in the
paragraph immediately following, shall be secured by a Junior Deed to Secure
Debt, as such term is defined in the Forbearance Agreement, to be executed at
Closing by Purchaser in favor of Seller and the Guarantor, the form of which
Junior Deed to Secure Debt shall be acceptable to Seller, the Guarantor and the
Trustee.

Upon Seller's acceptance of this Contract, Seller and, if requested by
Seller, Purchaser, shall use all reasonable commercial efforts to obtain,
without the payment of any fee, premium or penalty by Seller except for
Seller's attorneys' fees, (i) not later than ninety (90) days after the
Effective Date, but not later than the Closing, (A) the consents of the
Trustee, the Authority and the Guarantor to the sale of the Subject Properties
to Purchaser and to Purchaser's Assumption (the "Consents to Transfer"), and
(B) a release of Seller from all liability under the Bond Documents from and
after the Closing, and (ii) not later than nine (9) months after the Closing,
(A) a discharge of the Indenture, and (B) releases by the Authority and the
Trustee of Guarantor from its obligations under the Guaranty (the Consents to
Transfer and the item referenced in clause (ii) immediately preceding are
hereinafter collectively referred to as the "Consents"). Seller and Purchaser
agree in good faith to use commercially reasonable efforts to obtain the
Consents, and Purchaser agrees to take all such actions as may be required by
Seller which, in Seller's judgment, shall be necessary to obtain such Consents,
including, without limitation, Purchaser's execution of the Assumption
Agreement and providing to Seller information with regard to Purchaser's
proposed method of causing the discharge of the Indenture. Purchaser shall not
make, or permit its agents to make, any contact with the Trustee and the
Authority or their respective counsel without participation in such contact by
Seller or its agents, and shall cause the Assumption Agreement to be executed
by the parties thereto substantially in the form attached hereto as Exhibit
"K". If, in Seller's reasonable judgment, Seller believes Purchaser is not in
good faith using commercially reasonable efforts to obtain the Consents, then
Seller may, at Purchaser's expense, take such actions as Seller deems necessary
to obtain the Consents without participation in such actions by Purchaser or
its agents. Seller or Purchaser, as applicable, shall provide the Consents to
the other promptly after receipt. If the Consents to Transfer are not obtained
within ninety (90) days after the Effective Date, Seller shall have the right
to (i) require Purchaser to pay

- 5 -
<PAGE> 12
the Purchase Price in the form of a Cash Payment at the Closing, but only if
Purchaser has evidenced its intention to do so in Item 2(b) of the Cover Sheet
in the amount set forth therein, whereupon the Closing shall thereafter occur
in accordance with the terms of Sections 2.3 and 9.1(a) hereof; or (ii)
terminate this Contract, by written notice to Purchaser, in which event the
Escrow Agent (as such term is defined in Section 4.3) shall return the Earnest
Money to Purchaser, as the sole remedies of Seller and Purchaser, and such
parties shall have no further obligations, liabilities or responsibilities
hereunder, except as set forth in Section 6.1, 9.5(h) and Article 10 hereof and
the Confidentiality Agreement. Nothing contained in this Section 2.2 shall be
deemed to waive or modify the terms of Article 11 hereof.

Notwithstanding anything to the contrary herein, any period of time
granted to the parties hereto in this Section 2.2 in connection with obtaining
the Consents to Transfer may be extended for an additional thirty (30) days at
Seller's sole discretion if, in Seller's judgment, the action required or
permitted to be taken within such time period cannot be accomplished within
such period and Seller and Purchaser shall be diligently pursuing the
accomplishment of such action.

2.3 [THIS SECTION 2.3 IS APPLICABLE TO A CASH PURCHASE PRICE ONLY.]
Cash Purchase Price. Upon Seller's acceptance of this Contract, Seller and
Purchaser shall obtain the execution and delivery by the Trustee, the Authority
and the Guarantor, as applicable, of the following not later than the Closing
(collectively, the "Discharge Documents"):

(i) evidence of the discharge and release of the lien of the
Indenture (the "Discharge");

(ii) the Note marked "Paid";

(iii) a cancellation and discharge and release from the land
records of the Deed to Secure Debt;

(iv) releases of the Guaranty in substantially the forms
attached hereto as Exhibit "L" (the "Releases");

(v) a withdrawal of any and all claims based upon the Bond
Documents in connection with the placement of the Guarantor
in rehabilitation on July 16, 1991 pursuant to Section 9(a)
of the Forbearance Agreement; and

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(vi) termination of any currently effective Financing
Statements.

Seller and, if requested by Seller, Purchaser, agree in good faith to use
commercially reasonable efforts to obtain the Discharge Documents and Purchaser
agrees to take all such actions which, in Seller's judgment, shall be necessary
to obtain the Discharge Documents. If, in Seller's reasonable judgment, Seller
believes Purchaser is not in good faith using commercially reasonable efforts
to obtain the Discharge Documents, then Seller may, at Purchaser's expense,
take such actions as Seller deems necessary to obtain the Discharge Documents
without participation in such actions by Purchaser or its agents. The Discharge
Documents shall be obtained within ninety (90) days after the Effective Date,
and Seller's obligation to close the transaction contemplated hereby is
conditioned upon the Discharge Documents being obtained within such ninety (90)
day period. Seller or Purchaser, as applicable, shall notify the other in
writing of (i) its receipt of assurance from the Authority and the Trustee that
the Discharge Documents will be obtained by the Closing (the "Assurance"),
promptly after such receipt, or (ii) its determination that it will be unable
to receive the Assurance in accordance with reasonable commercial standards,
promptly after the date on which it has made such determination; or (iii)
refusal by the Trustee and/or the Authority and/or the Guarantor to authorize,
execute or deliver the Discharge Documents, promptly after obtaining knowledge
of such refusal. If, within such ninety (90) day period, either of the
circumstances referred to in clauses (ii) and (iii) immediately preceding shall
occur, then Seller shall have the right to (i) require Purchaser to pay the
Purchase Price in the form of the Assumption Payment at the Closing, but only
if the Purchaser has evidenced its intention to do so in Item 2(b) of the Cover
Sheet in the amount set forth therein, whereupon the Closing shall occur in
accordance with the terms of Sections 2.2 and 9.1(b) hereof; or (ii) terminate
this Contract, by written notice to Purchaser, in which event the Escrow Agent
shall return the Earnest Money to Purchaser, as the sole remedies of Seller and
Purchaser, and such parties shall have no further obligations, liabilities or
responsibilities hereunder, except as set forth in Section 6.1, 9.5(h) and
Article 10 hereof and the Confidentiality Agreement. Nothing contained in this
Section 2.3 shall be deemed to waive or modify the terms of Article 11 hereof.

Notwithstanding anything to the contrary herein, any period of time
granted to the parties hereto in this Section 2.3 in connection with obtaining
the Assurance may be extended for an additional thirty (30) days at Seller's
sole discretion, if in Seller's judgment, the action required or permitted to
be taken within such time period cannot be accomplished within such period and
Seller and Purchaser shall be diligently pursuing the accomplishment of such
action.

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<PAGE> 14
2.4 Independent Contract Consideration. Upon the Effective Date,
Purchaser shall deliver to Seller a check in the amount of Fifty and No/100
Dollars ($50.00) ("Independent Contract Consideration"), which amount the
parties hereby acknowledge and agree has been bargained for and agreed to as
consideration for Seller's execution and delivery of this Contract. The
Independent Contract Consideration is in addition to and independent of any
consideration or payment provided in this Contract, and is NON-REFUNDABLE in
all events.

ARTICLE 3

EARNEST MONEY

Upon Purchaser's execution of this Contract, Purchaser shall deliver to Seller
four (4) fully executed counterparts of this Contract, and shall simultaneously
deliver to Seller by cashier's check or certified bank check payable to the
order of the Escrow Agent, drawn by a bank satisfactory to Seller, in an amount
equal to ten percent (10%) of the Purchase Price (the "Earnest Money"). The
Escrow Agent shall, promptly upon receipt from Seller of tile executed Contract
and the Earnest Money, place the Earnest Money in an interest bearing account
in an institution approved by Seller and Purchaser. The interest thus derived
shall become part of the Earnest Money and shall be paid to the party entitled
to the Earnest Money in accordance with the terms hereof. If the sale
contemplated by this Contract is consummated in accordance with the terms
hereof, the Earnest Money shall be applied to the Purchase Price to be paid to
Seller at the Closing. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE
EARNEST MONEY SHALL CONSTITUTE ADDITIONAL INDEPENDENT CONSIDERATION FOR THE
EXECUTION OF THIS CONTRACT AND SHALL BE NONREFUNDABLE TO PURCHASER UPON THE
EFFECTIVE DATE.

THIS CONTRACT SHALL BE OF NO FORCE AND EFFECT UNTIL SUCH TIME AS (I) PURCHASER
HAS COMPLIED WITH EACH OF THE TERMS OF THIS ARTICLE 3; (II) SELLER HAS EXECUTED
THIS CONTRACT IN ACCORDANCE WITH SECTION 12.2 HEREOF; AND (III) SELLER HAS SENT
TO PURCHASER ONE (1) FULLY EXECUTED COUNTERPART OF THIS CONTRACT; PROVIDED,
HOWEVER, SELLER SHALL NOT EXECUTE THIS CONTRACT UNTIL PURCHASER HAS ALSO
DELIVERED TO SELLER THE EARNEST MONEY IN ACCORDANCE WITH THE TERMS OF THE
IMMEDIATELY PRECEDING PARAGRAPH.

In the event the Escrow Agent cannot comply with the obligations pursuant to
this Article 3. Purchaser and Seller shall mutually select another escrow
agent. Within five (5) days after the Effective Date, the Escrow Agent will
deliver to Seller an insured closing letter issued by the Underwriter (as
defined in Section 4.3 hereof) in a form acceptable to Seller.

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<PAGE> 15
The Escrow Agent must sign this Contract as evidence that the Escrow Agent
agrees to be bound by the obligations contained herein.

Upon receipt of the Earnest Money, the Escrow Agent shall promptly
deposit the same into an interest bearing escrow account with such bank as the
Escrow Agent may select subject to Purchaser's approval, having as the
beneficiary thereof the Purchaser, whose Taxpayer ID is as follows:
__________________________________________. The parties hereby acknowledge and
agree that the Escrow Agent shall have the right to disburse same to Purchaser
or Seller, in accordance with the terms of this Contract, upon ten (10) days
written notice to the parties; provided, however, that the Escrow Agent shall
not have received any written objections to such disbursement within ten (10)
days after receipt by Purchaser and Seller of said notice. The parties hereto
hereby acknowledge that the Escrow Agent shall have no liability to any party
on account of its failure to disburse the Earnest Money in the event of any
unresolved dispute as to which party is entitled to receive the same. In the
event of any dispute as to which party hereto is entitled to receive the
Earnest Money, the Escrow Agent shall have the right, at its sole election,
either to retain the funds and disburse them in accordance with the final
order of a court of competent jurisdiction or to deposit the Earnest Money with
said court, pending a final decision of such controversy. The parties hereto
further agree that the Escrow Agent shall not be liable except in the event of
its negligence or willful misconduct.

ARTICLE 4

SURVEY AND TITLE POLICY

4.1 Permitted Exceptions. The Subject Properties shall be sold and
conveyed subject to the following (collectively, the "Permitted Exceptions"):

(a) Zoning and building laws, restrictions, regulations and
ordinances of the municipality in which the Real Property is located, if
any.

(b) Covenants, conditions, easements and restrictions of record
as referred to in Schedule B-Section 2 of the Title Commitment (as
defined in Section 4.3 hereof); and, if the Purchase Price is to be paid
in the form of the Assumption Payment, Items (c), (d) and (e) of Schedule
B-Section 1 of the Title Commitment.

(d) All matters shown on the Survey (as defined in Section 4.2
hereof).
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<PAGE> 16
(e) All notes or notices of violations of law or municipal
ordinances, orders or requirements noted in or issued by any state or
municipal department or public authority having jurisdiction against or
affecting the Subject Properties on the Closing Date.

(f) Any and all assessments becoming liens subsequent to the
Effective Date hereof and, in addition, if at the Effective Date the
Subject Properties, or any part thereof, shall be or shall have been
affected by any assessment or assessments which are payable in
installments or may be paid in installments without penalty (other than
interest), Purchaser shall pay all such installments which shall become
due and payable or which may be paid without penalty (other than
interest) after the Effective Date, except that any installment relating
to the current fiscal year (with any interest thereon) shall be
apportioned between the parties at Closing.

(g) All liens for real estate taxes on the Subject Properties
for the year in which the Closing shall occur, which are not yet due and
payable on the Closing Date.

(h) Those matters determined to be "Permitted Exceptions"
pursuant to Sections 4.3 and 4.4 hereof.

4.2 Survey. Purchaser hereby acknowledges that prior to its execution
hereof, Purchaser received from Seller, at Seller's sole cost and expense, a
survey of the Real Property and the Improvements, as determined and prepared by
Planners & Engineers Collaborative, dated August 15, 1986 and last updated May
30, 1995, Job No. 7323/13H7 (the "Survey"). If this Contract is terminated,
Purchaser will return the Survey and any copies thereof to Seller. If Purchaser
elects to obtain an updated and/or recertified current Survey, it may do so at
its sole cost and expense.

4.3 Title Policy. Purchaser hereby acknowledges that prior to its
execution hereof, Purchaser received from Seller a Commitment for Title
Insurance (the "Title Commitment"), issued by Schaaf & Hodges, 1853 Piedmont
Road, Suite 202, Marietta, Georgia 30066 (Tel: 770-971-4312) (the "Escrow
Agent"), acting as agent for Lawyers Title Insurance Corporation (the
"Underwriter" covering the Real Property and the Improvements, together with
copies of all documents constituting exceptions to Seller's title as reflected
in the Title Commitment. At Closing, Purchaser will obtain an Owner's Policy of
Title Insurance (the "Title Policy") at Purchaser's sole cost and expense, as
provided in Section 9.5 hereof.

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<PAGE> 17
4.4 Future Encumbrances. If on or before the Closing Date, it comes to
the attention of Purchaser that additional matters adversely affecting title
to the Subject Properties that are not Permitted Exceptions become recorded in
the public records and such matters arise by, through or under Seller, then
within ten (10) days after receipt of notice thereof by Seller, Seller will
notify Purchaser, in writing, whether it elects, in its sole discretion, to
cure such title matters. In the event Seller elects not to cure such matters
prior to Closing, Purchaser shall have the right, for five (5) days only after
receipt of Seller's notice, to notify Seller in writing of Purchaser's election
to (i) immediately terminate this Contract, in which event Purchaser shall
receive a full refund of the Earnest Money, and no party hereto shall have any
further rights or claims hereunder or arising out of this Contract, except for
Purchaser's liability pursuant to the terms of Section 6.1, 9.5(h) and Article
10 hereof and the Confidentiality Agreement (as defined in Section 5.2 hereof),
or (ii) waive such title matters, without any reduction in the Purchase Price,
with the Closing to occur within ten (10) days after the date of Purchaser's
notice or the Closing Date, whichever first occurs, whereupon such waived title
matters shall also be deemed "Permitted Exceptions". In the event that
Purchaser fails to notify Seller within such five (5) day period, Purchaser
shall be deemed to have waived such title matters, as provided in this Section
4.4(ii).

In the event Seller elects to cure such title matters and Seller is unable to
cure same by the Closing Date, then Seller may extend the Closing for a period
of time after the Closing Date in order to cure same, but in no event shall the
Closing be extended for more than sixty (60) days after the Closing Date (as
same may be extended pursuant to the terms of this Contract). If cure is unable
to be effected within such extended sixty (60) day period, then this Contract
shall terminate at 11:59 P.M. on the sixtieth (60th) day of such period and the
Earnest Money shall be returned to Purchaser, unless Purchaser has waived such
title matters during such sixty (60) day period.

ARTICLE 5

ADDITIONAL ITEMS TO BE FURNISHED
TO PURCHASER BY SELLER

5.1 Submission Items. Purchaser hereby acknowledges that prior to its
execution hereof, Purchaser received the written materials that were contained
in a certain bid package delivered to Purchaser or that were obtained by
Purchaser in connection with its due diligence of the Subject Properties
including, without limitation, the following:

(a) 1993, 1994 and 1995 year to date financial statements.

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<PAGE> 18
(b) A list of all Miscellaneous Contracts in the possession of
Manager [as such term is defined in Section 5.1(e) hereof], together
with copies of same. Purchaser shall assume all of the Miscellaneous
Contracts at Closing, provided such Miscellaneous Contracts permit such
assumption.

(c) Phase I Environmental Site Assessment dated March 30, 1995
prepared by Hillman Environmental Company, Tampa, Florida, Project No.
F1-2123.

(d) A list of the Leases, together with copies of each of the
Leases.

(e) Management Agreement, dated as of April 1, 1991, by and
between Seller, as "Owner", and Wyndham Hotel Company Ltd., as "Manager",
as amended December 28, 1993 (the "Management Agreement").

(f) The Bond Documents.

The items described in this Section 5.1 are hereinafter collectively referred
to as the "Submission Items." Seller and Purchaser acknowledge that Seller's
obligations under this Article 5 are limited to records and information that
are in the immediate possession of Manager.

5.2 Confidentiality. All of the Submission Items and any other reports,
documents or information given by Seller to Purchaser in connection herewith
shall be returned to Seller or kept in confidence by Purchaser pursuant to the
terms and conditions of the Confidentiality Agreement identified on the Cover
Sheet (the "Confidentiality Agreement").

5.3 Information. As an essential inducement to Seller to sell the
Subject Properties to Purchaser on the favorable terms and conditions set forth
in this Contract, Purchaser acknowledges and agrees that: (i) all documents,
materials, reports, studies and other information delivered or disclosed to
Purchaser by Seller or its representatives, including, without limitation,
Marfralis Corporation d/b/a Lively & Associates (the "Information") are being
provided to Purchaser for informational purposes only and only as an
accommodation to Purchaser; (ii) Seller has not made, is not making, and will
not make any representation, warranty or promise of any kind, express or
implied, concerning the accuracy or completeness of all or any part of the
Information; and (iii) any inaccuracy, incompleteness, or deficiency in any
part of the Information shall be solely the risk and responsibility of
Purchaser, shall not be chargeable in any respect to Seller, and

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<PAGE> 19

shall not form the basis of any claims by Purchaser against Seller, its
employees, agents or assigns, such claims being expressly waived and
relinquished by Purchaser. Upon Purchaser's request, however, Seller will
consider waiving any conflicts of interest in the event Purchaser desires to
engage any such person or entity to prepare, author, compile or create any
documents, materials, reports, studies or other information directly for
Purchaser's benefit.

ARTICLE 6

INSPECTION AND AUDIT

6.1 Inspection Rights. Purchaser, its agents, employees, contractors
and representatives, have inspected and audited the Subject Properties pursuant
to the terms of the Confidentiality Agreement. Purchaser shall indemnify,
defend, save and hold harmless Seller from and against any and all claims,
liens (including, without limitation, mechanic's and materialman's liens),
actions, suits, proceedings, costs, expenses, damages or other liabilities,
including, without limitation, attorneys' fees and court costs, all as
incurred, arising out of the rights granted to Purchaser pursuant to the terms
of the Confidentiality Agreement. Purchaser, its agents, employees, contractors
and representatives, shall keep confidential any and all information, documents
and reports obtained or prepared by them relating to the Subject Properties in
accordance with the terms and conditions of the Confidentiality Agreement. At
Seller's request, Purchaser shall furnish to Seller copies of all studies,
tests and surveys undertaken and completed in connection with such inspections
and, upon Seller's request therefor, certify same to Seller, at Seller's
expense.

The terms of this Section 6.1 shall survive the Closing or the
termination of this Contract.

6.2 Condition of Subject Properties. Purchaser has accepted the
condition of the Subject Properties and Submission Items and Purchaser may not
hereafter terminate this Contract by reason of the condition of the Subject
Properties or Submission Items, except as expressly provided in this Contract.

ARTICLE 7

DAMAGE OR DESTRUCTION PRIOR TO THE CLOSING

7.1 Damage or Destruction. Until Closing, the risk of loss or damage to
the Subject Properties by fire or other casualty is assumed by Seller, but
without any

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<PAGE> 20

obligation on the part of Seller to repair or replace any such loss or damage
unless Seller elects to do so as hereinafter provided. Seller shall notify
Purchaser of the occurrence of any such loss or damage to the Real Property and
the Improvements ("Seller's Notice") within ten (10) days after such occurrence
or by the Closing Date, whichever first occurs. If the estimated cost of
repair, replacement or restoration of such loss or damage (as defined in
Section 7.4 hereof) to the Real Property and the Improvements is equal to or in
excess of five percent (5%) of the Purchase Price, either party may upon notice
to the other, terminate this Contract, in which event this Contract shall be
terminated and of no further force or effect and no party hereto shall
thereafter have any further rights against, or obligations or liabilities to,
any other by reason of this Contract, except for Purchaser's liability pursuant
to Section 6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement,
and any monies paid by Purchaser as Earnest Money shall be returned to
Purchaser and all insurance proceeds shall be paid to Seller. If Seller elects
to make such repairs and restorations, Seller's Notice shall set forth an
adjourned date for Closing; provided, however, whether or not Seller elects to
make such repairs and restorations, if the cost to repair, replace or restore
such loss or damage is equal to or in excess of five percent (5%) of the
Purchase Price, Purchaser shall have the following options: (i) to declare the
Contract canceled and of no further force or effect and to receive a refund of
all monies paid by Purchaser as Earnest Money, in which event no party shall
thereafter have any further rights against, or obligations or liabilities to,
any other by reason of this Contract, except for Purchaser's liability pursuant
to Section 6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement,
or (ii) to complete the purchase in accordance with this Contract without
reduction of the Purchase Price; provided, however, if Seller carries hazard
insurance covering such loss or damage, Seller shall turn over to Purchaser at
the Closing the net proceeds actually collected by Seller under the provisions
of such hazard insurance policies, to the extent that they are attributable to
loss of or damage to the Real Property and the Improvements, less any sums
theretofore expended by Seller in repairing or replacing such loss or damage or
in collecting such proceeds.

7.2 Purchaser's Option in Excess of Amount. If the estimated cost of
repair, replacement or restoration of such loss or damage to the Real Property
and the Improvements is equal to or in excess of five percent (5%) of the
Purchase Price, Purchaser may exercise the resulting option under (i) or (ii)
of Section 7.1 above only by written notice given to Seller within five (5)
business days after receipt of Seller's bid from a contractor in accordance
with Section 7.4 hereof. If Purchaser does not give such notice to Seller
within the prescribed time period, Purchaser shall be deemed to have elected
its option under Section 7.1 (ii).

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<PAGE> 21
7.3 Purchaser's Option Less than Amount, If the estimated cost of
repair, replacement or restoration of such loss or damage to the Real Property
and the Improvements is less than five percent (5%) of the Purchase Price and
Seller does not elect to make such repairs and restorations, Purchaser shall
complete the purchase in accordance with Section 7.1 (ii) above.

7.4 Estimated Cost of Repair, Replacement and Restoration. The terms
"estimated cost of repair, replacement and restoration" or "estimated value of
such portion of the Real Property and the Improvements to be taken", as such
terms are used in this Article 7, shall mean a firm bid for the actual cost of
repair and restoration obtained by Seller, within twenty (20) days of receipt
of Seller's Notice, from a reputable contractor regularly doing business in the
locality where the Subject Properties are located.

7.5 Condemnation. If an amount equal to or in excess of five percent
(5%) of the Purchase Price of the Subject Properties is taken prior to the
Closing by any governmental or quasi-governmental body or agency in the
exercise of the power of eminent domain and such loss permanently and
materially impairs the current use of the Subject Properties, then either
party, upon notice to the other, may terminate this Contract, in which event
the Earnest Money will be returned to Purchaser and all condemnation awards and
proceeds shall be paid to Seller and no party hereto shall thereafter have any
further rights against, or obligations or liabilities to, any other by reason
of this Contract except for Purchaser's obligations and liabilities pursuant to
Section 6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement.
If this Contract is not so terminated and the Closing hereunder is completed,
all condemnation awards and proceeds shall be paid to Purchaser. If the
governmental authority exercising its power of eminent domain has not
determined the value of that portion of the Real Property and the Improvements
to be taken, then the estimated value of such portion to be taken shall be
determined in accordance with Section 7.4 hereof, except that such
determination shall be made by an appraiser mutually acceptable to Purchaser
and Seller.

ARTICLE 8

CONDITION OF PROPERTY

8.1 Condition of Property. It is expressly understood and agreed that
Purchaser shall accept the conveyance of the Subject Properties in their
present condition, "AS-IS, WHERE-IS," subject to all patent and latent defects
and all faults, if any, with no representation or warranty by Seller as to
their fitness, suitability, merchantability, habitability, or usability,
including, but not limited to,

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<PAGE> 22
(i) the quality or condition of the Improvements and the Real Property,
including, without limitation, the water, soil and geology, (ii) the manner of
operating the Subject Properties and the expenses related thereto, and (iii)
the compliance of the Subject Properties with any laws, rules, ordinances or
regulations of any governmental body; and (iv) the nature and extent of any
servitudes, rights-of-way, leases, possession, liens, encumbrances, licenses,
reservations, conditions or otherwise. Purchaser acknowledges that it is not
relying upon any representation, warranty, statement, or other assertion with
respect to the condition of the Subject Properties made by Seller, and accepts
the Subject Properties under the express understanding that there are no
express or implied warranties made by Seller with respect to the condition or
value of the Subject Properties (except for limited warranties of title set
forth in any of the closing documents). Purchaser declares that it is
experienced in the ownership and operation of properties similar to the Subject
Properties and therefore acknowledges that it will rely solely on its own
investigation and examination of the Subject Properties, which it was qualified
to make, and not on any information provided or to be provided by Seller.
Seller makes no representation as to any environmental matters relating to the
Subject Properties including, without limitation, soil conditions, Purchaser
having been given the opportunity to inspect the Subject Properties prior to
its execution hereof to satisfy itself that there are no Hazardous Materials
(defined in this Section 8.1) on or in the Subject Properties that would cause
either State or Federal Agencies to order a cleanup of the Subject Properties
under any Environmental Law. As used herein, the term "Environmental Law" shall
mean and include the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. 9601, et seq., Resource Conservation and Recovery Act,
42 U.S.C. 6901, et seq. and all other similar existing and future federal,
state and municipal statutes, rules, regulations and ordinances governing the
environment or the generation, disposal or storage of any Hazardous Materials,
all as amended from time to time, and all rules and regulations promulgated
thereunder. The term "Hazardous Materials" shall mean and include asbestos,
polychlorinated biphenyls, petroleum products and any other hazardous or toxic
materials, wastes and substances that are defined as such in any Environmental
Law. Seller makes no representation as to the condition or value of the
Subject Properties. Purchaser hereby waives and releases Seller of and from any
claims, actions, causes of action, demands, rights, liabilities, obligations,
damages, costs, expenses or compensation whatsoever, direct or indirect, known
or unknown, foreseen or unforeseen, that Purchaser now has or that may arise in
the future on account of or in any way growing out of or in connection with the
economic, physical or environmental condition of the Subject Properties, or any
Environmental Law or applicable regulation.

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<PAGE> 23
The provisions of this Section 8.1 shall be contained in the Deed to be
delivered to Purchaser at Closing and shall survive Closing and the future
transfer of any or all of the Subject Properties by Purchaser.

8.2 Purchaser's Additional Waivers. Purchaser agrees that Seller shall
not be responsible or liable to Purchaser for any construction defects, errors,
omissions or on account of any other conditions affecting the Subject
Properties, as Purchaser is purchasing the Subject Properties AS IS, WHERE IS
and WITH ALL FAULTS. Purchaser or anyone claiming, by, through, or under
Purchaser, hereby fully releases Seller, its employees, officers, directors,
representatives and agents from any and all claims that it may now have or
hereafter acquire against Seller, its employees, officers, directors,
representatives and agents for any cost, loss, liability, damage, expense,
demand, action or cause of action arising from or related to any construction
defects, errors, omissions, or other conditions affecting the Subject
Properties. Purchaser further acknowledges and agrees that this release shall
be given full force and effect, according to each of its expressed terms and
provisions, including, but not limited to, those relating to unknown and
unsuspected claims, damages and causes of action. Purchaser further agrees that
Seller shall bear no responsibility or liability for th performance of, or
failure to perform, any of its obligations under any of the Bond Documents or
any other documents executed by any party in connection with the Bonds or the
Forbearance Agreement, and Purchaser hereby waives any right to object to the
terms and conditions of any such documents or Seller's performance of, or
failure to perform, any of its obligations under any such documents.

8.3 Management of Properties. Seller agrees that it will continue to
cause the Subject Properties to be managed and operated by Manager through the
Closing in a manner consistent with the manner currently being practiced.
Seller makes no representations and assumes no responsibility with respect to
continued occupancy of the Real Property and the Improvements or any part
thereof by any tenant now in possession. Prior to Closing, Seller shall be
entitled, but not obligated, to enforce the rights under any Lease in any court
having jurisdiction over such matter. The removal by Seller of a tenant that is
in default under its Lease shall not give rise to any claim on the part of
Purchaser or affect this Contract in any manner whatsoever.

8.4 Liquor License. The liquor license currently in effect at the
Hotel will not be assigned to Purchaser at Closing. Therefore, it is
Purchaser's obligation and responsibility to obtain a liquor license for the
Hotel at its sole cost and expense. If requested by Purchaser, Seller will
reasonably cooperate (at no cost or expense to Seller)

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<PAGE> 24
with Purchaser's attempts to satisfy all liquor license requirements so that no
lapse in licensing will occur on or after the Closing. However, Purchaser's
failure to obtain a liquor license for the Hotel is not a condition or
contingency to Purchaser's obligation to close the transaction contemplated
hereby.

8.5 Management Agreement. If requested by Purchaser, Seller will
reasonably, cooperate (at no cost to Seller) with Purchaser's attempts to
obtain consent from Manager to the transfer to Purchaser of the Management
Agreement relating to the Hotel. Seller makes no representation or warranty
that the Management Agreement is assignable, and Purchaser's failure to obtain
the consent of Manager to an assignment of the Management Agreement from Seller
to Purchaser is not a condition or contingency to Purchaser's obligation to
close the transaction contemplated hereby.

ARTICLE 9

CLOSING

9.1 Closing Date.

(a) [THIS SECTION 9.1(a) IS APPLICABLE TO A CASH PURCHASE PRICE
ONLY.] Cash Payment. The Closing hereunder shall take place at the
offices of the Escrow Agent. The Closing shall occur (i) no later than
thirty (30) days after Purchaser's receipt of the Assurance and
simultaneously with the effectiveness of the Discharge Documents: or
(ii) if Purchaser is unable to obtain the Discharge Documents and
Purchaser has made the election to pay the Purchase Price in the form of
the Assumption and the Assumption Payment, then the Closing shall occur
as set forth in Sections 2.2 and 9.1 (b) (the "Closing Date").

(b) [THIS SECTION 9.1(b) IS APPLICABLE TO A FINANCED PURCHASE
PRICE ONLY.] Assumption Payment. The Closing hereunder shall take place
at the offices of the Escrow Agent. The Closing shall occur on or before
the date which is thirty (30) days after (i) Purchaser's written
notification to Seller that Purchaser has obtained the Consents to
Transfer, in the event the Purchase Price will be paid by Purchaser in
the form of the Assumption and the Assumption Payment; or (ii) if
Purchaser is unable to obtain the Consents to Transfer and Purchaser has
made the election to pay the Purchase Price in the form of the Cash
Payment, then the Closing shall occur as set forth in Sections 2.3,
9.1(a) and 9.2(m) hereof (the "Closing Date").

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<PAGE> 25
9.2 Delivery of Items At Closing By Seller. At the Closing, Seller
shall deliver or cause to be delivered to Purchaser, and Purchaser shall accept
and execute where indicated (if Purchaser's execution is required by the terms
of such items) each of the following items:

(a) Limited Warranty Deed (the "Deed"), in the form
attached hereto and labeled Exhibit "D", duly executed and
acknowledged by Seller and in form for recording, conveying to
Purchaser the fee simple title of Seller in and to the Real Property
and the Improvements, subject to the Permitted Exceptions;

(b) a Blanket Conveyance, Bill of Sale and Assignment in
the form attached hereto and labeled Exhibit "E", duly executed and
acknowledged by Seller, conveying to Purchaser the property described
therein, without warranty, subject to the Permitted Exceptions;

(c) a Closing Memorandum and Indemnification Agreement
(the "Closing Memorandum") in the form attached hereto and labeled
Exhibit "F";

(d) a letter in the form attached hereto and labeled
Exhibit "G" to be addressed to each tenant under the Leases advising
such tenant that the Subject Properties have been sold to Purchaser
and that Purchaser has assumed the obligation to refund such tenant's
security deposit, if any, in accordance with such Lease, with the
exact amount of the deposit specified for such tenant;

(e) all keys to all locks on the Subject Properties in
the possession of Seller;

(f) a certification, executed by Seller, similar to the
certification described in clause (g) immediately following, which is
required under Georgia law to avoid withholding under the terms of
O.C.G.A. Section 48-7-1128; and

(g) a certification in the form attached hereto and
labeled Exhibit "H", executed by Seller containing the following:

(i) Seller's U.S. Taxpayer Identification Number;

(ii) the business address of Seller; and

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<PAGE> 26
(iii) a statement that Seller is not a foreign
person within the meaning of Sections 1445
and 7701 of the Internal Revenue Code ("IRC")
(i.e., Seller is not a nonresident alien,
foreign corporation, foreign partnership,
foreign trust or foreign estate, as those
terms are defined in the IRC and applicable
Income Tax Regulations).

(h) an Owner's Affidavit in form and content acceptable
to the Escrow Agent;

(i) a "Georgia Residency Affidavit" certifying that
Seller is a Georgia Resident or is deemed to be a Georgia Resident for
purposes of Georgia income tax withholding;

(j) a lien waiver duly executed by Broker (as such term
is defined in Section 10.1) and an Affidavit regarding Broker's
Commission (as such term is defined in Section 10.1), duly executed by
Seller in form and content acceptable to the Escrow Agent:

(k) such evidence or documents as may be required by the
Escrow Agent evidencing the legal status and capacity of Seller and
the authority of the person or persons who are executing the various
documents on behalf of Seller in connection with the transfer of the
Subject Properties;

(l) a duly executed Closing Statement prepared in
accordance with the terms of this Contract; and

(m) [THIS SUBSECTION (m) IS APPLICABLE TO A CASH PURCHASE
PRICE ONLY.]

(i) If the Trustee has delivered to the holders
of the Bonds a conditional notice of redemption stating that
the Bonds shall be redeemed on the Closing Date, but only if
moneys sufficient to pay the redemption price thereof are
received by the Trustee as of such date (the "Conditional
Notice of Redemption"), then on the Closing Date a portion of
such Cash Payment sufficient to pay (without reinvestment) all
principal and interest on the Bonds to the Closing Date and
all other amounts required to discharge the Indenture
(collectively, the "Discharge Price") shall be deposited with
the Trustee and the remainder of the Purchase Price shall be
retained by Seller.

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<PAGE> 27
(ii) If the Trustee has not delivered to the
holders of the Bonds the Conditional Notice of Redemption,
then on the Closing Date a portion of such Cash Payment
sufficient to pay the Discharge Price on the date established
for the redemption of the Bonds after the Closing Date (the
"Redemption Date") [which Redemption Date shall be set in
accordance with the Indenture] shall be deposited with the
Trustee, and Seller shall simultaneously deliver to the
Trustee irrevocable direction to cause the Bonds to be
redeemed on the Redemption Date, to deliver to the holders of
the Bonds the notice of redemption required under the
Indenture and to satisfy all other conditions to Discharge,
and the remainder of the Purchase Price shall be retained by
Seller.

9.3 Delivery of Items at Closing By Purchaser. At the Closing,
Purchaser shall:

(a) deliver to Seller the Purchase Price, subject to
prorations and similar items, as described in Section 9.4 hereof;

(b) deliver to Seller such evidence or documents as may
be required by the Seller or the Escrow Agent evidencing the status
and capacity of Purchaser and the authority of the person or persons
who are executing the various documents on behalf of Purchaser in
connection with the acquisition of the Subject Properties;

(c) deliver to Seller a separate letter in the form of
Exhibit "I" attached hereto and made a part hereof, duly executed by
Purchaser, confirming that Purchaser is not acquiring the Subject
Properties with the assets of an employee benefit plan, as defined in
Section 3(3) of The Employee Retirement Income Security Act of 1974
("ERISA"), and in the event Purchaser is unable or unwilling to make
such a representation, Purchaser shall be deemed to be in default
hereunder and Seller shall have the right to terminate this Contract
and to receive and retain the Earnest Money;

(d) join Seller in execution of the items described in
Sections 9.2 (b), (c) and (d); and

(e) [THIS SUBSECTION (e) IS APPLICABLE TO A FINANCED
PURCHASE PRICE ONLY.] deliver to Seller the Assumption Agreement and
the Junior Deed to Secure Debt referenced in Section 2.2 hereof.

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<PAGE> 28
(f) [THIS SUBSECTION (f) IS APPLICABLE TO A CASH
PURCHASE PRICE ONLY.] deliver to Seller the Discharge Documents
executed by the Trustee, the Authority, Seller, Purchaser and the
Guarantor, effective as of the Closing Date.

9.4 Credits and Prorations

(a) As of 12:01 a.m., according to the time zone in
which the Subject Properties are located, on the Closing Date, Seller
shall cause to be compiled a list of all accounts receivable from
guests then occupying or using the Hotel (the "Guest Ledger Accounts")
and a list of all accounts receivable from guests previously occupying
or using the Hotel which are not included in the Guest Ledger Accounts
(the "City Ledger Accounts"). Such Guest Ledger Accounts and City
Ledger Accounts shall remain the property of Seller and Seller shall
be entitled to collect same for its own account; provided, however,
any and all amounts collected by Seller pursuant to the Guest Ledger
Accounts which are in payment for occupancy on the Closing Date shall
be paid to Purchaser upon Seller's receipt thereof. All other accounts
receivable accruing after 12:01 a.m. on the Closing Date shall be the
property of Purchaser.

(b) Representatives of Seller and Purchaser shall cause
to be compiled an inventory of unopened food and beverage items on the
Subject Properties as of 12:01 a.m. on the Closing Date. At Closing,
Purchaser shall reimburse Seller for the cost of the food and beverage
items listed on such inventory, to the extent permitted by applicable
law.

(c) At the Closing, the following items shall be
adjusted and prorated between Seller and Purchaser on a per diem
basis as of 12:01 a.m. on the Closing Date:

(i) Rents and other charges payable under the
Leases. For purposes hereof, all rents and other charges
payable under the Leases for the calendar month in which the
Closing occurs shall be prorated on the basis of sums actually
collected by Seller prior to the Closing. All rent collections
prior to the Closing shall be first applied to arrears for
prior months, with any balance to be applied to current monthly
charges. From and after Closing, all rent collections shall be
first applied to current monthly charges, with the balance, if
any, to be applied to arrears for prior months. After the
Closing,

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<PAGE> 29
Purchaser shall have a duty and obligation to
Seller to remit such unpaid rents and other
charges to Seller when collected by Purchaser;
provided, however, Seller shall provide
Purchaser with a list of any outstanding rents
and other charges that are known to Seller at
Closing. Purchaser shall use reasonable efforts
to collect any such unpaid rents or other
charges in arrears. The provisions of this
Section 9.4(c)(i) shall survive the Closing.

(ii) Payments under the Miscellaneous Contracts
assumed by Purchaser on the basis of the actual
payments owed thereunder. If the actual
payments owed under the Miscellaneous Contracts
are not known at the Closing, the proration of
such payments shall be made on the basis of the
best evidence then available and thereafter
adjusted when the actual amount of such
payments are ascertainable.

(iii) Real estate, ad valorem and personal property
taxes, sewer rents and charges, and other
state, county and municipal taxes, charges and
assessments (special or otherwise) which may be
paid in installments shall be prorated on the
basis of the calendar year for which the same
are levied, imposed or assessed, any
apportionment of such taxes to be made with
respect to a tax year for which either the tax
rate or assessed valuation or both have not yet
been fixed, to be upon the basis of the tax
rate and/or assessed valuation last fixed;
provided that the parties hereto agree that to
the extent the actual taxes for the current
year differ from the amount so apportioned at
the Closing, the parties hereto will make all
necessary adjustments by appropriate payments
between themselves following the Closing, and
this provision shall survive Closing. Seller
shall pay regular installments of special
assessments that have become due prior to the
Closing. All installments of special
assessments or portions due on or after the
Closing for a period from and after the Closing
shall be assumed and paid by Purchaser. Any
fees paid or payable to Seller's tax
representative for the purpose of reducing the
taxes described in this clause (iii) for the
year in which the Closing shall occur shall be
prorated at Closing as herein provided.

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<PAGE> 30
(iv) Charges for water, electricity, gas
and other utilities. The consumption
of all water, electricity, gas and
other utilities is measured by
meter, and Seller shall furnish a
current reading of each meter at the
Closing, which readings shall have
been made either as of 12:01 a.m. on
the Closing Date or as close to the
Closing as reasonably possible, and
in any event Seller shall be
responsible for paying charges
therefor to 12:01 a.m. on the
Closing Date or submitting proof
that such charges were previously
paid. In the event meter readings
current as of 12:01 a.m. on the
Closing Date are not available at
Closing, then Seller shall pay at
Closing the charges to the date of
the most recent reading or submit
proof that such charges were
previously paid, and the parties
further agree to notify the utility
companies to read the meters as soon
as possible after Closing and adjust
and prorate such utility charges
when the actual readings are
available.

(v) Guest room revenues in the manner
set forth in Section 9.4(a). above.

(vi) Parking revenues, restaurant
revenues, rents under the Leases and
other revenues from the Subject
Properties which are not provided
for in Section 9.4(a) hereof (herein
referred to as "other income").

vii) Any other trade accounts and
operating expenses (including
specifically, without limitation,
room revenue assessments and
hotel/motel taxes) of the Subject
Properties incurred during the month
in which Closing occurs.

(viii) All amounts paid by Seller in
connection with the Bonds,
including, but not limited to,
annual fees paid to the Trustee and
the Authority pursuant to the Bond
Documents; provided, however, that
any funds held by the Trustee in any
fund established under the Indenture
as of the Closing shall not be so
prorated, but shall belong solely to
Seller, and either (A) the Trustee
shall pay all such funds to Seller
as of the Closing, or (B) such funds
shall remain on deposit with the
Trustee under the Indenture, and
Purchaser shall pay to Seller an

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<PAGE> 31
amount of cash equal to the aggregate
of all such funds as of Closing,
such amount to be in addition to the
Purchase Price.

(d) In making such apportionments, Seller shall be
entitled to other income paid with respect to the day before Closing,
and Seller shall be responsible for taxes and other expenses incurred
with respect to the day before Closing. All such apportionments shall
be subject to post-Closing adjustments as necessary to reflect later
relevant information not available at Closing and to correct any
errors made at Closing with respect to such apportionments; provided,
however, that such apportionments shall be deemed final and not
subject to further post-Closing adjustments if no such adjustments
have been requested after a period of thirty (30) days from such time
as all necessary information is available to make a complete and
accurate determination of such apportionments. The provisions of this
Section 9.4(d) shall survive the Closing.

(e) Anything hereinabove contained to the contrary
notwithstanding:

(i) As to any arrears of other income at
the time of the Closing, Seller and
Purchaser agree that moneys received
by Purchaser from guests of the
Hotel or tenants of the Subject
Properties owing such past due or
other income shall be applied in
accordance with the provisions of
the Closing Memorandum. After
Closing, Seller may pursue the
collection of any past due other
income directly against the party
liable for payment of same, and
Purchaser shall cooperate with
Seller in all reasonable ways in
obtaining the collection of such
sums; provided, however, Purchaser
shall not be obligated to incur any
cost or expense in so cooperating.

(ii) At Closing, Seller shall credit to
the account of Purchaser against the
Purchase Price (a) any security
deposits held by Seller delivered
pursuant to any Leases executed by
Seller or Seller's
predecessors-in-interest, as lessor,
which will continue in effect after
Closing; and (b) any unearned
reservation deposits and other items
prepaid by guests of the Hotel.

(iii) If and to the extent additional rent
under the Leases due and payable by
tenants for increases in ad valorem
taxes and/or operating expenses for
the calendar year in which Closing

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<PAGE> 32
occurs and any preceding calendar
year are not billed, collected and
apportioned at the Closing, Seller
and Purchaser agree that the
provisions of the Closing Memorandum
shall govern and control.

(iv) Charges, or portions thereof,
referred to in this Section 9.4,
other than Section 9.4(c)(vi) above,
which are payable solely and
directly by any tenants under the
Leases, shall not be apportioned
hereunder and Purchaser shall accept
title subject to any of such unpaid
charges, and Purchaser shall look
solely to the tenant responsible
therefor for the payment of the
same. If Seller shall have paid any
of such charges on behalf of any
tenant, and shall not have been
reimbursed therefor by the time of
Closing, the reimbursement of such
charges shall be treated as
delinquent rent which shall be
recovered by Seller in accordance
with the provisions of the Closing
Memorandum.

(f) Seller shall receive a credit at Closing in an
amount equal to any deposits paid by Seller pursuant to the terms of
any of the Miscellaneous Contracts. If any provider of a public
utility to the Subject Properties is holding deposits as of the
Closing Date, Seller shall retain all right to the return of any of
such deposits, or Seller shall receive a credit at Closing in the
amount of such deposits.

9.5 Purchaser's Costs. At Closing, Purchaser shall pay for the
following:

(a) the base premium charges and surcharges for any
endorsements or other modifications for the Title Policy to be issued
to Purchaser;

(b) any costs for updating or recertifying the Survey;

(c) all fees for the issuance of an updated Title
Commitment, escrow fees and any and all other title related fees
charged by the Escrow Agent;

(d) costs of recording all documents delivered by Seller
to Purchaser or by Purchaser to Seller at the Closing;

(e) the attorneys' fees of Purchaser's counsel in
connection with or relating to the transactions contemplated by this
Contract;

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<PAGE> 33
(f) all deed stamps, documentary stamp taxes, intangible
taxes and other transfer taxes, if any;

(g) any mortgage, conveyance and tax certificate fees
charged by the Escrow Agent;

(h) all costs of the Authority, their respective counsel
and agents, bond counsel and all other costs (other than Seller's
counsel) in connection with obtaining the Consents and Purchaser's
assumption of the Bond Financing or obtaining the Discharge Documents,
as applicable; and

(i) any other expenses not expressly stipulated
herein as expenses to be paid by Seller.

9.6 Seller's Costs:

(a) the cost of the Survey;

(b) the charges for the preparation of the Title
Commitment, if any; and

(c) the attorney's fees of Seller's counsel in connection
with or relating to the transactions contemplated by this Contract;
and

(d) the Commission, as such term is defined in Section
10.I hereof.

9.7 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller as follows:

(a) Purchaser is not acquiring the Subject Properties
with the assets of an employee benefit plan, as defined in Section
3(3) of ERISA; and

(b) Purchaser has the full right, power and authority to
purchase the Subject Properties as provided in this Contract and to
carry out Purchaser's obligations hereunder, and all requisite action
necessary to authorize Purchaser to enter into this Contract and to
carry out its obligations hereunder have been, or by the Closing, will
have been taken.

9.8 Covenants of Purchaser. Purchaser hereby covenants with Seller
as follows:

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<PAGE> 34
(a) Purchaser shall not contact Manager regarding the
possible transfer of the Management Agreement to Purchaser without
first obtaining the prior written approval of Seller, and then only in
cooperation with Seller.

(b) Purchaser shall pay any and all transfer fees or
termination fees, if applicable, incurred in connection with the
transfer and/or termination of any of the Miscellaneous Contracts
(collectively, the "Transfer Fees"). Purchaser agrees to indemnify,
defend, save and hold harmless Seller, its successors and assigns,
against any and all claims, actions, suits, proceedings, costs,
expenses, damages or other liabilities, including attorneys' fees and
court costs, arising as a result of or with respect to Purchaser's
failure to (i) pay the Transfer Fees, or (ii) perform the duties and
obligations of Purchaser, as assignee of Seller, under the terms of
any of the Miscellaneous Contracts. Seller shall have the right to
require that Purchaser provide to Seller at Closing such security as
Seller may reasonably request (e.g. an escrow account maintained with
the Escrow Agent, a letter of credit, etc.) to insure that all
Transfer Fees, if any, are paid in a timely manner and that Purchaser,
as assignee of Seller, performs the duties and obligations of
Purchaser under the terms of the Miscellaneous Contracts.

(c) Purchaser shall consent to any amendments to the Bond
Documents which may be required to facilitate the Discharge and the
release of Deed to Secure Debt simultaneously.

(d) Purchaser shall have fully performed each and every
one of its obligations to be performed under this Contract and each of
the representations and warranties of Purchaser shall be true and
correct as of the Closing.

9.9 Possession. Possession of the Subject Properties shall be
delivered to Purchaser immediately following the Closing and the funding to
Seller of the Purchase Price, subject to the rights of any tenants lawfully in
possession under the Leases.

ARTICLE 10

REAL ESTATE COMMISSION

10.1 Commissions. Seller and Purchaser hereby covenant and agree
one with the other that no real estate commissions, finders' fees or brokers'
fees have been or will be incurred in connection with this Contract or the
transactions contemplated hereby, except as specified in this Section 10.1.
A commission ("Commission") in the amount set forth

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<PAGE> 35
in ITEM NO. 3 of the Cover Sheet shall be payable by Seller to the entity
identified in ITEM NO. 3 of the Cover Sheet at Closing, if and when Closing
occurs but not otherwise. Purchaser and Broker hereby agree to indemnify,
defend and hold Seller harmless, from and against any claims, causes of action
or liabilities, including, without limitation, reasonable attorneys' fees and
court costs, that may be incurred by Seller with respect to any claim for other
real estate commissions, brokers' fees or finders' fees relative to this
Contract or the sale of the Subject Properties arising out of the acts of
Purchaser or Broker, as applicable. Seller hereby agrees to indemnify, defend
and hold Purchaser harmless from and against any claims, causes of action or
liabilities, including, without limitation, reasonable attorneys' fees and
court costs, that may be incurred by Purchaser with respect to any claim for
real estate commissions, broker's fees or finders' fees relative to this
Contract or the sale of the Subject Properties arising out of the acts of
Seller. The provisions of Section 10.1 shall survive the Closing or
termination of this Contract.

10.2 Broker Indemnifications. By executing this Contract, Broker
agrees that if for any reason whatsoever (including, without limitation, the
act or default of the Purchaser or Seller hereunder or the unavailability or
uninsurability of the title to the Subject Properties) the Closing should not
occur or this Contract should be canceled or terminated by Seller or
Purchaser, then Seller shall be released and the Broker hereby releases Seller,
from any and all liability, claim or cause of action whatsoever, and the
Commission shall not be due or payable to Broker. The Commission, if any, shall
be the sole compensation paid to Broker. Broker shall not be entitled to
reimbursement for any expenses or any other obligations Broker incurs in
relation to or in connection with the performance of its services in relation
to this Contract. Upon payment of the Commission, if any, to Broker, Seller
shall have no further duty or obligation to Broker and payment of such
Commission, if any, by Seller shall release Seller as of such date from any and
all claims Broker may have against Seller relating to the Subject Properties
whether known or unknown and whether past, present or future. The provisions of
this Section 10.2 shall survive the Closing or termination of this Contract.

ARTICLE 11

REMEDIES OF DEFAULT

11.1 Termination Of Contract By Purchaser. If this Contract is
terminated by Purchaser in accordance with any one or more Sections hereof that
entitle Purchaser to terminate this Contract, then the Earnest Money shall be
returned to Purchaser by the Escrow Agent, and no party hereto shall have any
further obligations to any other

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<PAGE> 36
hereunder, except for Purchaser's obligations and liabilities under Section
6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement.

11.2 Purchaser's Default. If the Purchaser fails or refuses to
consummate the purchase of the Subject Properties for any reason other than
Seller's failure to tender performance of Seller's obligations hereunder, or
termination of the Contract pursuant to a right granted to Purchaser hereunder
to do so, then the Earnest Money shall be paid to the Seller by the Escrow
Agent as liquidated damages. Such amount is agreed upon by and between Seller
and Purchaser as liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages and the uncertainty thereof; and no
other damages, rights or remedies, except as provided in Section 6.1, 9.5(h)
and Article 10 hereof and the Confidentiality Agreement, shall in any case be
collectible, enforceable or available to Seller, but Seller shall accept said
cash payments as Seller's total damages and relief. In the event Purchaser is
unable to obtain the Consents to Transfer or the Discharge Documents, as
applicable, as contemplated in Sections 2.2 and 2.3, respectively, then the
Earnest Money shall be delivered by Escrow Agent to Purchaser, and no party
hereto shall have any further obligations to any other hereunder, except for
Purchaser's obligations and liabilities under Section 6.1, 9.5(h) and Article
10 hereof and the Confidentiality Agreement.

11.3 Seller's Default. In the event of Seller's default hereunder,
this Contract shall be terminated, the Earnest Money shall be returned to
Purchaser by the Escrow Agent and the sum of SEVENTY-FIVE THOUSAND AND NO/100
DOLLARS ($75,000.00) shall be paid to Purchaser by Seller as liquidated
damages. Such amount is agreed upon by and between Seller and Purchaser as
liquidated damages due to the difficulty and inconvenience of ascertaining and
measuring actual damages and the uncertainty thereof; and no other damages,
rights or remedies shall in any case be collectible, enforceable or available
to Purchaser, but Purchaser shall accept said cash payment as Purchaser's total
damages and relief.

It is expressly understood and agreed that except for the remedy
expressly set forth in this Section 11.3, Purchaser shall have no right, and by
its execution hereof, hereby waives and negates the right, to pursue
enforcement of specific performance of the obligations of Seller under this
Contract or to exercise any other remedies at law or in equity.

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<PAGE> 37
ARTICLE 12

MISCELLANEOUS

12.1 Notices. All notices, demands, consents, or other
communications of any type (collectively "Notices") given by Seller to
Purchaser or by Purchaser to Seller, whether required by this Contract or in
any way related to any of the transactions contracted for herein, shall be void
and of no effect unless given in accordance with the provisions of this Section
12.1. All notices shall be in writing and shall be delivered to the person to
whom the notice is directed, either in person or by United States Mail, as a
registered or certified item, return receipt requested. Notices may also be
sent by facsimile transmission ("fax") or overnight mail; provided, however, if
sent by fax, such notice shall be deemed received only on the date of written
confirmed receipt by the other party of all legible copies of all pages of the
fax sent. Notices delivered by mail or overnight mail shall be effective when
deposited in a post office or other proper depository, as the case may be,
under the care or custody of the United States Postal Service or other carrier,
as the case may be, enclosed in a wrapper with the proper postage affixed and
addressed, if to the Purchaser, as follows:

[AT THE ADDRESS SPECIFIED IN ITEM NO. 1 OF THE COVER SHEET]

with a copy to: [PURCHASER'S COUNSEL AT THE ADDRESS SPECIFIED IN ITEM NO. 4 OF
THE COVER SHEET]

and addressed, if to the Seller, as follows:

Ms. Yvonne M. Compitello
Senior Vice President
c/o MBL Life Assurance Corporation
Real Estate Investment Division
520 Broad Street
Newark, New Jersey 07102-3111
Tel: (201) 481-8615
Fax: (201) 268-4332

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<PAGE> 38
with a copy to: Mary Ann Maurer, Esq.
c/o MBL Life Assurance Corporation
Law Department
520 Broad Street
Newark, New Jersey 07102-3111
Tel: (201) 481-8336
Fax: (201) 268-4335

with a copy to: Phyllis Pattillo Stephenson, Esq.
Meredith, Donnell & Abernathy
800 N. Shoreline, Suite 1500 - North Tower
Corpus Christi, Texas 78401
Tel: (512) 866-8158
Fax: (512) 880-5717

Any party hereto may change the address or contact for notice specified above
by giving the other party ten (10) days advance written notice of such change
of address or contact.

12.2 Effective Date. This Contract may be executed in multiple
counterparts on the respective dates set forth below, each of which shall
constitute an original, but which together shall constitute but one Contract.
Execution by Purchaser hereof shall constitute an offer by Purchaser to Seller
to purchase the Subject Properties for the price and on and subject to the
terms and conditions herein set forth, which offer shall automatically
terminate and be of no force or effect unless Seller shall execute and return
to Purchaser one (1) fully executed counterpart of this Contract within ten
(10) business days after Seller's receipt of the Contract. Notwithstanding the
above and Article 3 hereof, the date of execution hereof by Seller shall be the
effective date of this Contract (the "Effective Date"), and Seller shall send
to Purchaser by facsimile transmission on the Effective Date Seller's signature
page of this Contract.

12.3 Assignment. This Contract is freely assignable by Seller. This
Contract may not be assigned by Purchaser.

[THIS PARAGRAPH IS APPLICABLE TO A CASH PURCHASE PRICE ONLY.] This
Contract is freely assignable by Seller. This Contract may be assigned by
Purchaser without Seller's prior consent; provided. however that
notwithstanding any such assignment, Purchaser shall not be released from its
obligations hereunder.

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<PAGE> 39
12.4 Laws. This Contract shall be construed and interpreted in
accordance with the laws of the State of Georgia, and the obligations of the
parties hereto are and shall be performable in the county wherein the Subject
Properties are located. Where required for proper interpretation, words in the
singular shall include the plural; the masculine gender shall include the
neuter and feminine, and vice versa.

12.5 Modification. This Contract may not be modified or amended,
except by an agreement in writing signed by Seller and Purchaser. Seller and
Purchaser may waive any of the conditions contained herein or any of the
obligations of the other hereunder, but any such waiver shall be effective only
if in writing and signed by the party waiving such conditions or obligations.

12.6 Authority. Each person executing this Contract warrants and
represents that he is fully authorized to do so.

12.7 Times And Dates. Time is of the essence of this Contract and
all times and dates shall be in accordance with Newark, New Jersey Time.

12.8 Descriptive Headings. The descriptive headings of the several
Articles, Sections and paragraphs contained in this Contract are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

12.9 Entire Contract. This Contract, including the Exhibits hereto
and the Submission Items, constitutes the entire agreement among the parties,
whether written or oral, pertaining to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings of the parties in
connection therewith. No representation, warranty, covenant, agreement or
condition not expressed in this Contract shall be binding upon the parties
hereto or shall affect or be effective to interpret, change or restrict the
provisions of this Contract unless the parties have complied with the terms of
Section 12.5 hereof.

12.10 Construction. This Contract shall not be construed more
strongly against any party regardless of who was more responsible for its
preparation.

12.11 Non-recordable. This Contract, a memorandum of this Contract,
an interest in ownership of the Subject Properties or any other document that
would constitute an exception to Seller's title shall not be recorded and the
provisions hereof shall not constitute a lien on the Subject Properties.
Purchaser hereby appoints Seller as Purchaser's true and lawful
attorney-in-fact, coupled with an interest, for the purposes of the execution

- 33 -
<PAGE> 40
of any documents and doing any acts as shall be necessary to effect the
discharge of the recording of this Contract or any other exception to the Title
Commitment or any update thereof.

12.12 Third-Party Beneficiary. It is specifically understood and
agreed that (i) no person or other entity shall be a third-party beneficiary
hereunder; (ii) none of the provisions of this Contract shall be for the
benefit of or be enforceable by anyone other than the parties hereto; and (iii)
only the parties hereto shall have any rights hereunder.

12.13 Legal Relationship. Nothing herein shall be construed as to
constitute or establish any type of joint venture, partnership, or any other
type of legal relationship between the parties other than the vendor-vendee
relationship established hereby between Seller and Purchaser.

12.14 Contemplation of Closing. If Purchaser closes the sale
contemplated herein, Purchaser shall be conclusively deemed to have waived any
breach or default by Seller of any covenant, representation or warranty under
this Contract existing as of the Closing Date but not thereafter (but not
under any of the documents executed at Closing that shall thereafter continue
to be effective in accordance with their terms).

12.15 Return of Documents. Upon termination of this Contract for
any reason by Purchaser or Seller, Purchaser shall have the obligation to
return to Seller all documents and copies thereof (including the Survey)
received by Purchaser and any other information or documentation resulting from
Purchaser's inspections, with the exception of internally prepared memoranda or
work product. Neither Seller nor the Escrow Agent shall have any obligation to
return the last Five Thousand and No/100 Dollars ($5,000.00) of the Earnest
Money to Purchaser upon any permitted termination of this Contract by Purchaser
until all of such documents and copies thereof (including the Survey) received
by Purchaser have been returned to Seller.

12.16 Security for Unpaid Accounts. Any contents of safe deposits,
baggage or other property of departed guests held by Seller as security for
unpaid accounts receivable shall be removed by Seller on or before the Closing
Date.

12.17 Completion of Documents. Purchaser understands and agrees that
the forms of closing documents which are attached as exhibits hereto may have
to be modified in order to be made appropriate for the transaction contemplated
herein. It is anticipated by the parties that such modifications will consist
of inserting appropriate information in the blanks contained in the forms of
closing documents attached as exhibits hereto.

- 34 -
<PAGE> 41
Purchaser agrees that Seller may make such reasonable changes to the closing
documents as are appropriate to reflect the transaction contemplated hereby and
as may be required by the Authority or the Trustee.

12.18 Effect of Holidays. In the event any date specified or
computed under this Contract for the performance of an obligation by either
Seller or Purchaser, or for the occurrence of any event provided for herein,
shall be a Saturday, Sunday or "recognized holiday" (defined for purposes
hereof as any holiday observed by national banks in Newark, New Jersey, then
the date for such performance or occurrence shall automatically be extended to
the next calendar day which is not a Saturday, Sunday or recognized holiday.

12.19 Survival. Various provisions of this Contract which are not
required to be performed by Purchaser on or prior to the Closing Date but which
are identified as provisions to survive Closing shall continue to be effective
and enforceable against Purchaser after the Closing Date.

12.20 Exhibits. The following Exhibits attached hereto shall be
deemed to be an integral part of this Contract:

(a) EXHIBIT A - Legal Description of the Real Property

(b) EXHIBIT B - Leases

(d) EXHIBIT D - Limited Warranty Deed

(e) EXHIBIT E - Blanket Conveyance, Bill of Sale and Assignment

(f) EXHIBIT F - Closing Memorandum and Indemnification Agreement

(g) EXHIBIT G - Letter to Tenant

(h) EXHIBIT H - Foreign Investment in Real Property Tax Act
Affidavit

(i) EXHIBIT I - Erisa Statement

(j) EXHIBIT J - Letter Agreement and Form of Forbearance Agreement

- 35 -
<PAGE> 42
(k) EXHIBIT K - Form of Assumption Agreement

(l) EXHIBIT L - Forms of Releases

EXECUTED on this 16 day of February 1996, by Purchaser.

WYNDHAM HOTEL COMPANY, LTD., a
Texas limited partnership

By: /s/ ANNE RAYMOND
-----------------------------------
Name: Anne Raymond
------------------------------
Title: Chief Financial Officer
------------------------------

- -----------------------------------------------------------------------------

EXECUTED on this 5th day of March 1996, by Seller.

OVERLOOK VININGS INN AND
CONFERENCE CENTER ASSOCIATES,
LTD., a Georgia limited partnership

By: Metro IRB, Inc., General Partner

By: /s/ MICHAEL S. RYAN
-----------------------------------
Name: Michael S. Ryan
-----------------------------
Title: President
-----------------------------

[SIGNATURES OF ESCROW AGENT AND BROKER FOLLOW ON PAGE 37]

- 36 -
<PAGE> 43
The Escrow Agent acknowledges receipt of a fully executed counterpart
of this Contract and the Earnest Money in the amount of $1,250,000.00 on this
6th day of March, 1996. By its execution of this Contract below, the Escrow
Agent agrees to be bound by the terms hereof to the extent that the Contract
imposes duties upon the Escrow Agent.

SCHAAF & HODGES

By: /s/ MICHAEL L. SCHAAF
-------------------------------
Name: Michael L. Schaaf
--------------------------
Title: Partner
--------------------------

- --------------------------------------------------------------------------------

Broker executes this Contract solely for the purpose of confirming and agreeing
to the terms of Article 10 hereof.

-----------------------------------

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

- 37 -
<PAGE> 44

EXHIBIT "F"
CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT

[Consisting of 4 pages and follows this page]
<PAGE> 45
CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT

THIS CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT (this "Agreement")
is entered into to be effective as of ____________________, 199___ (the
"Closing Date"), by and between Overlook Vinings Inn and Conference Center
Associates, Ltd., a Georgia limited partnership ("Seller"), and
______________________________________, a _______________________ ("Purchaser").

In connection with and in consideration of the closing ("Closing") of the
transaction contemplated under that certain Sale and Purchase Agreement (the
"Contract") dated effective as of __________________________, 199___, by and
between Seller and Purchaser, covering that certain property (the "Property")
located in Cobb County, Georgia, commonly known as The Wyndham Garden Hotel,
2857 Paces Ferry Road, Atlanta, Georgia 30339, and more particularly described
in the Contract, Seller and Purchaser hereby agree as follows:

1. Defined Terms. Unless specifically defined herein, all terms used
herein shall have the same meaning ascribed to such terms in the Contract.

2. Proration Date. All prorations have been made as of 12:01 a.m.,
according to the time zone in which the Property is located, on the Closing
Date.

3. Operating Expenses. Except as otherwise herein provided, any and
all costs and expenses relating to the operation, management or ownership of
the Property for the period prior to the Closing Date, including, but not
limited to, accounts and payments under service contracts and utility charges,
are the responsibility of Seller and will be paid by Seller promptly upon
receipt of billing therefor. Any and all costs and expenses relating to the
operation, management or ownership of the Property for the period from and
after the Closing Date (including the Closing Date), including, but not limited
to, accounts and payments under the Miscellaneous Contracts (including, without
limitation, all transfer or termination fees, if any, required to be paid under
the terms thereof) and utility charges, are the responsibility of Purchaser and
will be paid by Purchaser promptly upon receipt of billing therefor, and
Purchaser hereby holds Seller harmless with respect to same and agrees to
indemnify Seller from any loss, liability or claim, including without
limitation, reasonable attorneys' fees and court costs, relating to same. To
the extent not reflected in the closing statements (the "Closing Statements")
evidencing the transaction contemplated under the Contract, Purchaser and
Seller agree to adjust between themselves outside of Closing any amounts which
are the responsibility of the other pursuant to this paragraph.

4. Real Estate Taxes: Fees to Tax Representative. The 199___ real
property ad valorem taxes with respect to the Property shall be paid by
Purchaser prior to their
<PAGE> 46
becoming delinquent, with Seller being charged at Closing an amount equal to
that portion of such taxes which relate to the period before the Closing Date.
Such prorations shall be based upon the best available information at the time
if the 199__ taxes have not yet been assessed at the time of Closing. To the
extent that the actual taxes for the current year differ from the amount so
apportioned at Closing, the parties hereto shall make all necessary adjustments
by appropriate payments between themselves following the Closing. Further,
Purchaser shall be charged at Closing with the fees paid or payable to Seller's
tax representative for the purpose of reducing such real property ad valorem
taxes in an amount equal to that portion of such fees which relate to calendar
199__ from and after the Closing Date, which fees shall be prorated at Closing,
as herein provided.

5. Room Charges. As of 12:01 a.m. on the Closing Date, Seller has
compiled a listing of all Guest Ledger Accounts indicating that such accounts
total $_______________ and has compiled a listing of all City Ledger Accounts
indicating that such accounts total $______________. Seller shall retain
ownership of the Guest Ledger Accounts and the City Ledger Accounts; provided,
however, any funds collected pursuant to the Guest Ledger Accounts which are in
payment for occupancy on the Closing Date shall be the property of Purchaser
("Closing Date Revenues") and Seller shall remit same to Purchaser upon
Seller's receipt thereof. Purchaser shall make a good faith effort after the
Closing to collect all Guest Ledger Accounts and City Ledger Accounts in the
usual course of Purchaser's operation of the Property, but Purchaser shall not
be obligated to institute any lawsuit or other collection procedures to collect
such accounts. In the event that after Closing Purchaser receives payment of
any of the Guest Ledger Accounts or City Ledger Accounts, Purchaser shall
promptly remit such payment to Seller; provided Purchaser may retain the
Closing Date Revenues.

6. Other Income. The provisions of this paragraph shall control the
allocation of income from the Property other than Guest Ledger Accounts and
City Ledger Accounts addressed in paragraph 4 hereof. As of the Closing Date,
Seller has collected tenant rent and other income for the month of
___________________ in the amount of $____________. Seller shall pay to
Purchaser Purchaser's pro rata share of any delinquent or unpaid rents and
other income which are paid to Seller after Closing and which relate to the
period from and after the Closing Date, and Purchaser shall pay to Seller,
Seller's pro rata share of said delinquent or unpaid rents and other income
which are paid to Purchaser and which relate to the period prior to the Closing
Date. Purchaser will make a good faith effort after the Closing to collect all
delinquent or unpaid rents and other income in the usual course of Purchaser's
operation of the Property, but Purchaser will not be obligated to institute any
lawsuit or other collection procedures to collect delinquent rents.

7. Periodic Accounting. On the fifth (5th) day of each calendar month
beginning with the first (1st) full calendar month following Closing and ending
with the
<PAGE> 47
sixth (6th) full calendar month following Closing, Purchaser shall send to
Seller an accounting of the accounts receivable with respect to the Property
which existed as of the Closing Date, including specifically, without
limitation, the Guest Ledger Accounts and the City Ledger Accounts, showing
whether Seller has received payment of such accounts receivable, the
outstanding balance thereof, and the age of such accounts receivable.

8. Brokerage Commission. Seller and Purchaser acknowledge the payment
by Seller of a brokerage commission to _______________________________________.
Seller and Purchaser each hereby indemnify and agree to hold the other harmless
from and against any and all loss, cost, or expense (including reasonable
attorneys' fees and expenses) resulting from any other claim for any fee,
commission, or similar payment by any broker, agent, finder, or salesman as a
result of any action of Seller or Purchaser, respectively, related to the
origination, negotiation, or consummation of the transaction contemplated under
the Contract.

9. Errors or Omissions. Seller and Purchaser agree to adjust
between themselves after Closing any errors or omissions in the prorations or
adjustments set forth in the Closing Statements.

10. Survival. This Contract and the agreements and the provisions
contained herein shall survive Closing and the execution and delivery of any
documents in connection therewith.

EXECUTED effective as of the day and year first above written.

SELLER:

OVERLOOK VININGS INN AND
CONFERENCE CENTER ASSOCIATES,
LTD., a Georgia limited partnership

By: Metro IRB, Inc., General Partner

By:
----------------------------
Name:
-----------------------
Title:
----------------------
<PAGE> 48
PURCHASER:

. a
---------------------- ----------------

------------------------------------------

By:
---------------------------------------
Name:
---------------------------------
Title:
---------------------------------
<PAGE> 49

EXHIBIT "J"

LETTER AGREEMENT AND
FORM OF FORBEARANCE AGREEMENT

[Consisting of 23 pages and follows this page]
<PAGE> 50
[NATIONSBANK LETTERHEAD]

October 30, 1995

VIA FACSIMILE AND
FIRST CLASS U.S. MAIL

Mr. Mark Mahony
Senior Vice President
Metro IRB, Inc.
520 Broad Street
Newark, New Jersey 07102

Re: Wyndham Gardens Hotel-Vinings (the "Property")/
$9,675,000 Development Authority of Cobb County Industrial
Development Revenue Bonds (Overlook Inn Project), Series
1985 (the "Bonds")

Dear Mark:

This letter of intent supersedes our letter to you dated August 2, 1995,
regarding a proposed forbearance arrangement with respect to the Property.

As we have previously indicated, NationsBank of Georgia, National Association,
as trustee for holders of the Bonds (the "Trustee"), would be willing to
support a supplemental indenture of the type you suggest, providing for the
ability to purchase Bonds in lieu of payment or redemption at a purchase price
of par plus accrued interest, subject to review and approval of the definitive
supplemental indenture by the Trustee and our counsel, and receipt of an
opinion of bond counsel, in form and substance satisfactory to us. In addition
to stating that the supplemental indenture is authorized or permitted under the
Indenture and that all conditions precedent to the effectiveness of the
supplement have been satisfied, that opinion would need to confirm that the
supplemental indenture (after taking into account any transfer of the Property
and the implementation of the forbearance arrangement discussed below, as well
as other applicable factors) would not cause interest on the Bonds to become
includable in the gross income of recipients thereof for federal income tax
purposes.

With regard to your request for a forbearance agreement, and subject to the
caveats noted below, the Trustee is agreeable in principle to entering into a
forbearance agreement in the form attached to this letter as Annex A (the
"Forbearance Agreement"),

<PAGE> 51
Letter to Mr. Mahony
October 30, 1995
Page 2

contemporaneously with the execution and delivery of the Purchase Contract (as
that term is defined in the Forbearance Agreement) by all parties thereto.

Although it is our position that the Trustee does not need Bondholder consent
in order to enter into the Forbearance Agreement, we intent to advise the
Bondholders of our plans to do so. Our ultimate willingness to execute and
deliver the Forbearance Agreement may be subject to the absence of objections
or contrary instructions from the Bondholders. Accordingly, this letter merely
constitutes an agreement in principle, and no forbearance arrangement shall
become effective against the Trustee unless and until (a) the Forbearance
Agreement has been executed and delivered by all parties thereto and (b) all
other conditions stated therein to the effectiveness thereof have been
satisfied.

Please acknowledge the foregoing by executing the enclosed counterpart of this
letter on behalf of the owner of the Property and returning it to me as soon
as possible.

Very truly yours,

John S. Hiott
Vice President

ACCEPTED AND AGREED TO IN
PRINCIPLE:

OVERLOOK VININGS INN AND CONFERENCE
CENTER ASSOCIATES, LTD.

By: /s/ METRO IRB, INC. ,
-----------------------------
as general partner

By: /s/ MARK MAHONY
-------------------------
Name: Mark Mahony
Title: Sr. Vice President

<PAGE> 52
Letter to Mr. Mahony
October 30, 1995
Page 3

cc: Ronald D. Stallings, Esq.
Robert C. Lewinson, Esq.
Brant Baber, Esq.
Mr. Frank Lively
<PAGE> 53
Draft #5
(PGF&M Draft #4)
10/19/95

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this "Agreement") is made as of _________,
199_ by and among NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, a national
banking association (formerly known as The Citizens and Southern National
Bank), as Trustee (in such capacity, the "Trustee") under the Indenture
hereinafter referred to, OVERLOOK VININGS INN AND CONFERENCE CENTER ASSOCIATES,
LTD., a Georgia limited partnership (together with its permitted successors and
assigns hereunder, the "Developer"), and MUTUAL BENEFIT LIFE INSURANCE COMPANY,
IN LIQUIDATION, a mutual insurance company of New Jersey (the "Guarantor").

RECITALS

WHEREAS, Development Authority of Cobb County, a public body corporate
and politic (the "Authority"), and the Developer entered into a Loan Agreement,
dated as of October 1, 1985 (the "Loan Agreement"), whereby the Authority
loaned to the Developer proceeds of the Authority's $9,675,000 Industrial
Development Revenue Bonds, 1985 Series (Overlook Inn Project) (the "Bonds"),
for the purpose of providing construction and permanent financing for a hotel
and conference center development located within Cobb County, Georgia, now
known as the Wyndham Gardens Hotel-Vinings (the "Development"), which loan was
further evidenced by a certain Note, dated October 1, 1985 (the "Note"), in the
original principal amount of $9,675,000, made by the Developer payable to the
order of the Authority; and

WHEREAS, the Bonds were issued by the Authority pursuant to a Trust
Indenture, dated as of October 1, 1985 (the "Indenture"), between the Authority
and the Trustee; and

WHEREAS, the Developer's obligations under the Loan Agreement and the
Note were secured by (i) a certain Guaranty Agreement, dated as of October 1,
1985 (the "Guaranty"), made by The Mutual Benefit Life Insurance Company
("MBL") for the benefit of the Authority, and (ii) a certain Deed to Secure
Debt and Security Agreement, dated as of October 1, 1985 (the "Deed to Secure
Debt"), made by and among the Developer, the Authority, MBL and the Trustee;
and

WHEREAS, under the terms of the Indenture, the Authority pledged and
assigned to the Trustee, inter alia, all of the Authority's rights under (a)
the Loan Agreement (except for certain rights to notice and payment expressly
reserved by the

<PAGE> 54
Authority as more particularly set forth in the Indenture), and (b) the Note,
the Guaranty and the Deed to Secure Debt (the Indenture, the Loan Agreement,
the Note and the Deed to Secure Debt are sometimes referred to as the "Bond
Documents"); and

WHEREAS, on July 16, 1991, the Guarantor was placed in a rehabilitation
proceeding captioned In the Matter of the Rehabilitation of Mutual Benefit Life
Insurance Company, General Equity Part, Docket No. C-91-00109 (the
"Rehabilitation Proceedings"), in the Superior Court of New Jersey, Chancery
Division-Mercer County (the "Rehabilitation Court"), and the Guarantor is the
successor of MBL; and

WHEREAS, the Guarantor is now being operated by a rehabilitator
operating under the supervision of the Rehabilitation Court; and

WHEREAS, pursuant to the terms of the Bond Documents, upon the
commencement of the Rehabilitation Proceedings (i) the Trustee gave notice to
the Developer to provide Alternate Security (as defined in the Indenture) for
the Guaranty, which the Developer was unable to do, (ii) pursuant to the
Indenture, the Trustee called all of the Bonds for redemption and made demand
of the Guarantor that it pay the redemption price of the Bonds, which the
Guarantor failed to do, and (iii) the Trustee made demand upon the Developer
for payment sufficient to pay the full principal of and interest on the Bonds,
which demand has not been satisfied, thus resulting in the occurrence of Events
of Default under the Indenture (collectively, the "Existing Events of
Default"); and

WHEREAS, notwithstanding the continuation of the Existing Events of
Default, to the date of this Agreement, the Developer has continued to provide
the Trustee with sufficient funds to pay semiannual interest on the Bonds on or
before the applicable interest payment dates and to build an unexpended fund
balance under the Indenture (i.e., the "Accumulated Excess Funds", as that term
is defined in Section 1(e) hereof); and

WHEREAS, under the terms of certain orders entered in the
Rehabilitation Proceedings (the validity of which orders are currently being
contested by the Trustee), the Trustee has been restrained and enjoined from
exercising the various remedies available to it under the Bond Documents by
reason of the Existing Events of Default (collectively, the "Restraining
Orders"); and

WHEREAS, in conjunction with the Developer's efforts to market the
Development for sale, the Developer has required that

-2-
<PAGE> 55
the Trustee enter into a forbearance agreement in order to assure that no
remedial action would be taken with respect to the Existing Events of Default
during the applicable forbearance period, thereby providing the purchaser of
the Development with time to either provide Alternate Security (as that term is
defined in the Loan Agreement) for the Bonds or to otherwise purchase,
restructure or refund the Bonds, and the Trustee has agreed in principle to do
so, subject to and in accordance with the terms and conditions of that certain
letter dated October __, 1995, from the Trustee to the Developer, and accepted
on behalf of the Developer and the Guarantor on October __, 1995 (the "Letter
Agreement"); and

WHEREAS, the Developer has entered into that certain [TITLE OF PURCHASE
AND SALE CONTRACT] dated __________, 199__ (the "Purchase Contract") with [NAME
OF PURCHASER], a __________________ (the "Purchaser"), pursuant to which the
Developer has agreed to sell the Development to the Purchaser, and the
Purchaser has agreed to purchase the Development from the Developer, in
connection with which the Purchaser has agreed to assume the Developer's
obligations under the bond Documents upon the condition, among others, that the
Trustee enter into this Agreement; and

WHEREAS, the Trustee considers it to be in the best interest of the
holders of the Bonds (the "Bondholders") for the Trustee to enter into this
Agreement, and the Trustee has not received instructions from the requisite
percentage of Bondholders to do otherwise;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the
context otherwise requires, all capitalized terms used in this Agreement shall
have the meanings ascribed to them in the Indenture.

SECTION 2. ACKNOWLEDGMENTS BY THE DEVELOPER.

(a) As of the Effective Date (as that term is defined in
Section 23 hereof), the Bonds have a due, but unpaid, principal balance of
$9,675,000 and accrued interest thereon has been paid to but not including [THE
INTEREST PAYMENT DATE NEXT PRECEDING THE EFFECTIVE DATE, OR IF THE EFFECTIVE
DATE IS AN INTEREST PAYMENT DATE, THEN THE EFFECTIVE DATE].

-3-
<PAGE> 56
(b) The Developer and the Guarantor acknowledge that the Existing
Events of Default have occurred and continue under the Loan Agreement and the
other Bond Documents by reason of, among other things, failure of the Developer
to provide Alternate Security for the Guaranty and failure of the Guarantor and
the Developer to pay the Bonds in full upon the call for redemption, resulting
in the entire principal amount of the Bonds being immediately due and payable.

(c) The Developer is not aware of any facts or circumstances which
would cause the Bond Documents not to continue to be the legal, valid and
binding obligations of the Developer, enforceable against the Developer in
accordance with their respective terms.

(d) The Developer is not aware of any facts or circumstances which
would cause the liens and security interests heretofore granted by the
Developer to the Authority or the Trustee with respect to the Development and
the other property subject to the lien and security interests granted under
the Deed to Secure Debt and the proceeds thereof not to be duly perfected first
priority liens and security interests, subject only to the exceptions set forth
on Exhibit C to the Deed to Secure Debt, and except that the Developer makes no
representation as to the perfection of any security interest in rents granted
under the Deed to Secure Debt.

(e) The Developer acknowledges and agrees that the Trustee shall be
entitled to retain and hold pursuant to the terms of the Indenture all sums now
or hereafter held by it and representing the excess of (i) payments made by the
Developer to the Trustee under the Note over (ii) the portion of such payments
applied by the Trustee to interest payments on the Bonds and fees and expenses
incurred by the Trustee (including, without limitation, legal fees and expenses
and the fees and expenses of other consultants and agents) (together with
earnings thereon, "Accumulated Excess Funds"), subject to the provisions of
Section 8 hereof.

SECTION 3. TERMS OF FORBEARANCE.

(a) Agreement to Forbear. As long as each of the conditions to the
obligation of the Trustee to forbear specified with respect to each Forbearance
Period described below, and each of the "Forbearance Conditions" (as that term
is defined in Section 4 hereof), which shall be conditions to the obligation of
the Trustee to forbear throughout the term of this Agreement, is and remains
satisfied, as determined by the Trustee in its reasonable discretion, the
Trustee agrees that it will not,

-4-
<PAGE> 57
during each of the Forbearance Periods described below, exercise any default
remedy available to the Trustee under the Bond Documents during the period from
the Effective Date through the ending date of each such Forbearance Period.
This Agreement shall terminate on the earliest to occur of (i) __________,
199___ [the earlier to occur of (A) the date which is 15 months after the
Effective Date or (B) September 30, 1997], (ii) the first day on which no
Forbearance Period shall be in effect hereunder (whether due to the failure of
the Developer to satisfy a condition to the commencement of a subsequent
Forbearance Period, or otherwise) or (iii) the date on which this Agreement
shall be terminated as a result of the breach hereof by the Developer, or by
mutual agreement of the parties. Neither this Agreement nor the Trustee's
agreement to forbear shall be deemed a waiver of or consent to any of the
Existing Events of Default or any other breach, violation or default now
existing or hereafter occurring under any of the Bond Documents.

(b) Forbearance Periods. This Agreement contemplates separate and
sequential forbearance periods (each such period being herein referred to as a
"Forbearance Period") as described below:

(i) The Trustee will forbear in accordance with Section 3(a)
above for a period (the "Initial Forbearance Period") from the Effective
Date through and including _________________, 199____ [the earlier of
(A) the date on which the Purchaser consummates its acquisition of the
Development and assumes the Developer's obligations under the Bond
Documents pursuant to the Purchase Contract or (B) the first Business
Day which is at least 90 days after the Effective Date] (the "Initial
Forbearance Expiration Date"), provided that each of the following
conditions is met:

(1) On or before the Effective Date, the Developer shall
pay to the Trustee an amount equal to the product of (A) the
semiannual interest payment coming due on the Bonds on the
Interest Payment Date next succeeding the Effective Date,
multiplied by (B) a fraction, the numerator of which shall be
the number of whole calendar months which shall have passed
since the Interest Payment Date next preceding the Effective
Date, and the denominator of which shall be six (6), for credit
to the amount required to be paid under the terms of the Loan
Agreement for deposit in the Revenue Fund under the Indenture
with respect to the Interest Payment Date referred to in clause
(A) of this paragraph.

-5-
<PAGE> 58
(2) On the first day of the first calendar month next
succeeding the Effective Date, and on the first day of each
calendar month thereafter during the Initial Forbearance Period
(and each subsequent Forbearance Period, if any), the Developer
shall pay to the Trustee an amount (the "Monthly Payment") equal
to one-twelfth (1/12) of an amount equal to the product of (A)
the principal amount of the Bonds then outstanding and (B) seven
and five-eighths percent (7.625%) per annum--being the original
coupon rate on the Bonds--based on a 360-day year consisting of
twelve (12) months of thirty (30) days each, for deposit in the
Revenue Fund under the Indenture. A portion of each Monthly
Payment equal to one-twelfth (1/12) of an amount equal to the
product of (Y) the principal amount of the Bonds then
outstanding and (Z) five and seventy-two one hundredths percent
(5.72%) per annum, based on a 360-day year consisting of twelve
(12) months of thirty days each--the current coupon rate on the
Bonds--shall be credited against the Developer's obligations
under the Loan Agreement to provide the Trustee with funds to
pay interest on the Bonds. The balance of each Monthly Payment
shall be treated as Accumulated Excess Funds. No credit shall be
given against any other payments described in paragraphs (3) and
(4) below, or in Section 4(d)(ii) or 4(d)(iii) hereof for
Accumulated Excess Funds on hand with the Trustee.

(3) On or before the Effective Date, the Developer shall
establish a fund or reserve (the "Tax and Insurance Reserve")
with the Trustee for the payment of all insurance premiums,
taxes, and assessments against or affecting the Development and
shall make the initial deposit therein, as contemplated in
Section 4(d)(ii) hereof.

(4) On or before the Effective Date, the Developer shall
establish a fund or reserve (the "Repair and Replacement
Reserve") with the Trustee to provide funds for the payment of
"Repairs and Replacements" (as that term is defined in Section
4(d)(iii) hereinbelow) and shall make the initial deposit
therein, as contemplated in said Section.

(5) The Developer shall not be in violation of any of
the Forbearance Conditions.

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<PAGE> 59
(ii) The Trustee agrees to forbear as provided in Section 3(a)
hereof for another Forbearance Period beginning on the Initial
Forbearance Expiration Date and continuing until _____________, 199__
[the same date as is specified in Section 3(a)], provided that each of
the following conditions precedent shall have been (and in the case of
paragraphs (2) and (3), shall continue to be) satisfied:

(1) On or before the Initial Forbearance Expiration
Date, (A) the transfer of the Development to the Purchaser shall
have been consummated in accordance with Section 6 hereof, and
(B) the Guarantor shall have released its interest under the
Deed to Secure Debt as contemplated in Section 9(c) hereof.

(2) On or before the first Business Day of each
calendar month, the Developer shall pay the Monthly Payment to
the Trustee, in the manner and for the purposes specified in
Section 3(b)(i)(2) hereof.

(3) The Developer shall not be in violation of any of
the Forbearance Conditions.

SECTION 4. Conditions to Forbearance. The following conditions
(collectively, the "Forbearance Conditions") shall constitute Forbearance
Conditions in each of the Forbearance Periods, the continued satisfaction of
each of which, as determined by the Trustee in its reasonable discretion,
shall be a condition to the agreement of the Trustee to standby and forbear as
set forth in Section 3(a) above.

(a) The Developer shall duly and punctually observe, perform and
discharge each and every obligation and covenant on its part to be performed
under this Agreement.

(b) From and after the date hereof, there shall occur or exist no
new or additional default or event of default by the Developer under the Bond
Documents or any new or additional breach, violation, default or event of
default by the Developer under any of the other Bond Documents, except the
following:

(i) any default arising solely as a result of the financial
condition or Rehabilitation Proceedings of the Guarantor;

(ii) failure of the Developer to pay the redemption price of
the Bonds pursuant to the Loan Agreement;

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(iii) any default by reason of the failure of the Guarantor to
make payments due under the Guaranty; and

(iv) failure to provide Alternate Security under the Bond
Documents.

(c) It is the express intent of the parties hereto that, from and after
the date of transfer of the Development to the Purchaser, the right of the
Trustee to exercise remedies under the Bond Documents by reason of any of the
Existing Events of Default or any new Events of Default shall not be affected
or constrained by any order heretofore or hereafter entered in the
Rehabilitation Proceedings (but shall in any event be subject to the
provisions of this Agreement). To that end, the Developer or the Guarantor, or
either of them, shall cause the Restraining Orders to be lifted with respect
to the Development and the Trustee no later than the date on which the
Purchaser consummates its acquisition of the Development, and neither the
Developer nor the Guarantor nor any affiliate thereof shall take any action (or
give financial or other support to any other person or entity in
connection with taking any action) seeking to have the Restraining Orders
re-imposed with respect to the Development or the Trustee or to have other
restraining orders of similar effect imposed on the Development or the Trustee.
The agreements contained in the immediately preceding sentence shall survive
the termination of this Agreement until the Bonds have been paid in full and
the Deed to Secure Debt has been cancelled.

(d) the Developer shall observe each of the following additional
covenants:

(i) The Developer shall make timely payments to the Trustee of
all amounts payable by the Developer under the terms of the Bond
Documents (other than payments with respect to the principal of the
Bonds), including, without limitation, amounts necessary to pay
accrued interest on the Bonds on each Interest Payment Date.

(ii) On the Effective Date and monthly thereafter with each
interest payment due to the Trustee in accordance with the preceding
Sections 3(b)(i)(2) and 3(b)(ii)(2), or as otherwise directed by
the Trustee, the Developer shall pay to the Trustee a sum equal to the
premiums that will next become due and payable on the hazard insurance
policies covering the Development, or any part thereof, plus taxes and
assessments next due on the Development, or any part thereof, as
estimated by the Trustee, less all sums paid previously to the Trustee
for such purpose and not theretofore disbursed from the Tax and
Insurance Reserve,

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divided by the number of payments to be made before the date which is one month
prior to the date when such premiums, taxes and assessments will become
delinquent. Such sums shall be held by the Trustee in a separate escrow account
(which the Trustee shall invest, at the direction of the Developer, in
interest-bearing accounts or other investments permitted under Article VII of
the Indenture, in the same manner and to the same extent as other funds held
by the Trustee are to be invested under the terms of the Indenture), for the
purpose of paying such premiums, taxes and assessments, and upon the written
request of the Developer, the Trustee shall make such monies available to the
Developer for such purposes. The Trustee shall make such monies available in the
form of one or more checks payable to the payee(s) identified to it by the
Developer as being the Person(s) entitled to receive payment of such taxes,
assessments and insurance premiums, as the case may be. Nothing herein, however,
shall absolve the Developer of its duty to pay such taxes, assessments and
insurance premiums as provided in the Bond Documents. Any excess reserve held by
the Trustee from time to time under this Section 4(d)(ii) shall, at the
direction of the Developer, be credited by the Trustee to subsequent reserve
payments, and any deficiency shall be paid by the Developer to the Trustee
before the date which is one month prior to the date when such premiums, taxes
and assessments shall become delinquent.

(iii) On the Effective Date and monthly thereafter with each interest
payment due to the Trustee in accordance with the preceding Sections 3(b)(i)(2)
and 3(b)(ii)(2), the Developer shall pay to the Trustee an amount equal to
three and one-half percent (3.5%) of the gross income of the Development for
the second preceding calendar month, for deposit in the Repair and Replacement
Reserve. Upon written request of the Developer from time to time during the
term of this Agreement, the Trustee shall make such funds so deposited with the
Trustee available to or upon the order of the Developer to pay or reimburse
the costs of "Repairs and Replacements", as hereinafter defined; provided that
in no event shall the Trustee be liable for advancing its own funds or monies
from any other source for such costs; provided, further, that, notwithstanding
anything to the contrary contained herein, the Trustee shall have no discretion
to fail to pay a properly submitted invoice for Repairs and Replacements
from such funds, to the extent sufficient monies are then available in the
Repair and Replacement Reserve, and the Trustee shall have no input into the
Developer's planned use of the Repair and

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Replacement Reserve. The Developer will provide the Trustee with such
substantiating evidence of these expenditures as the Trustee may
reasonably request from time to time; however, the Trustee shall have no
duty to investigate the accuracy or completeness of the statements and
information contained in any such certificate, or to request such
substantiating evidence from the Developer. For the purposes of this
Agreement, the term "Repairs and Replacements" shall mean the repair or
replacement (including, without limitation, painting) of any exterior or
interior component of any structure constituting a portion of the
Development and any machinery, apparatus, equipment, fixtures,
furnishings, appliances, mechanical and electrical systems, and
components of any utility system (including, without limitation,
electrical, water, sewer and storm water drainage, telephone, cable
television or satellite television) (A) located on, over or under the
land on which the Development is situated, (B) serving any structure or
improvement located on said land, and (C) which is owned by the
Developer or which the Developer has a legal obligation to maintain,
repair or replace, as the case may be, or any other improvement to, or
maintenance and repair items with respect to the Development, the cost
of which is capitalizable. The provisions of this Section 4(d)(iii) are
intended to be in furtherance of, and to supplement, any obligations
which the Developer may have under the Loan Documents to maintain the
Development, and not to limit the operation or applicability thereof.

(iv) The Developer shall pay or reimburse to the Trustee, in
accordance with and subject to the limitations set forth in Exhibit A
attached hereto and incorporated herein by this reference, (A) the
Trustee's ordinary forbearance administration fees, as compensation for
services rendered by the Trustee in connection with the administration
of this Agreement, plus (B) out-of-pocket expenses (including, without
limitation, long distance telephone charges, postage, courier charges,
photocopying expenses and fax charges) incurred by the Trustee in
connection with the performance of its services described in clause (A)
of this paragraph, plus (C) the Trustee's extraordinary administration
charges, as compensation for its services in connection with monitoring
and participating in the Rehabilitation Proceedings. Amounts payable
pursuant to this paragraph shall be in addition to (1) the periodic fee
to which the Trustee is entitled under the Indenture for its services in
administering the Bond Documents, and (2) out-of-pocket expenses
incurred by the Trustee in connection with the performance of its
ordinary services in

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administering the Bond Documents, for which expenses the Trustee is
entitled to be reimbursed under the terms of the Bond Documents. The
periodic fee referred to in clause (1) of the immediately preceding
sentence is calculated at the rate of $250 per $1,000,000 of Bonds
outstanding and is due and payable annually, in arrears, on November 1.

(v) The Developer shall provide the Trustee with (A) monthly
unaudited financial statements regarding the operations of the
Development, including occupancy information, within twenty (20) days
after the end of each calendar month, (B) within thirty (30) days after
the end of each fiscal year of the Developer, an annual operating and
capital budget for the Development for the next fiscal year, including
but not limited to a budget for repairs and replacements, and (C) such
other information regarding the operation and management of the
Development as the Trustee may reasonably request.

SECTION 5. Representations and Warranties of Developer. To induce
the Trustee to enter into this Agreement, the Developer represents and warrants
that (a) the Developer is entering into this Agreement freely and voluntarily
with the advice of legal counsel of its own choosing, (b) the Developer has
freely and voluntarily agreed to the terms, provisions and undertakings set
forth in this Agreement, (c) the Developer has duly authorized the execution
and delivery of this Agreement by due and proper partnership action, and (d)
this Agreement has been duly executed and delivered by the Developer and is the
valid and binding obligation of the Developer enforceable against the Developer
in accordance with its terms, except as such enforceability may be limited by
(i) the application of bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights, and (ii) the exercise of
judicial discretion in appropriate cases.

SECTION 6. Transfer of the Development. The Trustee hereby
acknowledges that the Developer intends to transfer the Development to the
Purchaser pursuant to the Purchase Contract, and that the Purchaser will assume
all of the obligations of the Developer under the Bond Documents and will
acknowledge in writing that it is bound, as the successor "Developer", under
this Agreement. So long as the Forbearance Conditions of Section 4 of this
Agreement and all other conditions required in the applicable provisions of
Section 3 hereof remain satisfied, the Trustee consents to such transfer of the
Development (to the extent such consent is required under the terms of the Bond
Documents), provided that (a) such transfer shall be conducted in accordance
with all applicable requirements of the Bond

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Documents, (b) the Purchaser (i) shall pay not less than $2,000,000 of the
purchase price of the Development in cash at closing with monies derived from
its own funds (the "Equity Contribution"), and (ii) shall be experienced in the
management and operation of hotels, or shall have retained a management firm
experienced in the management and operation of hotels. If and to the extent the
Purchaser reimburses the Developer, in cash, for the amount of Accumulated
Excess Funds upon the consummation of the sale of the Property, a portion of
the Accumulated Excess Funds so reimbursed which is equal to the lesser of (1)
the amount of Accumulated Excess Funds so reimbursed and (2) $524,203.60, may
be counted towards the Purchaser's Equity Contribution. The consent of the
Trustee to such transfer shall not operate or be construed as a consent to any
other transfer of the Development. Effective immediately upon the transfer of
the Development to the Purchaser, all references herein to the Developer herein
shall be deemed to mean the Purchaser unless the context shall clearly indicate
a different meaning or intent.

SECTION 7. Termination. If the Developer fails to satisfy any of the
Forbearance Conditions under this Agreement, the Trustee may by written notice
to the Developer declare a breach to have occurred under this Agreement (a
"Notice of Breach"). If a failure to make any payment hereunder is not cured
within five (5) days after a Notice of Breach is given to the Developer by the
Trustee, or if any failure of the Developer to satisfy any other Forbearance
Condition is not cured within thirty (30) days after the applicable Notice of
Breach is given to the Developer by the Trustee, this Agreement may be
terminated by the Trustee by written notice thereof to the Developer (a
"Termination Notice"). Notwithstanding anything to the contrary contained
herein, the Developer shall not be entitled to the aforesaid cure periods after
the Trustee shall have sent two Notices of Breach, after which any subsequent
failure to satisfy the Forbearance Conditions shall constitute immediate
grounds for termination of this Agreement as provided herein. Upon giving the
Termination Notice, the Trustee shall cease to be obligated to forbear as
provided in Section 3 hereof and may exercise any and all remedies, and take
any and all actions, available to the Trustee under the Bond Documents or
otherwise available at law or in equity, including, but not limited to,
commence or continue an action for foreclosure, for appointment of a receiver,
or for perfection of a security interest in the Development and the rents,
issues, products and proceeds thereof and any other property of the Developer
which is subject to the liens and security interests of the Deed to Secure Debt.

SECTION 8. Release of Moneys Held Under Indenture. Upon the earliest to
occur of (a) delivery of Alternate Security to

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the Trustee in accordance with the terms of the Bond Documents, (b) the
refunding of the Bonds and discharge of the Indenture, or (c) receipt by the
Trustee of written instructions from the holders of 100% of the principal
amount of the Bonds then outstanding to do so, the Trustee shall release and
deliver to or upon the order of the Developer all Accumulated Excess Funds
remaining on hand with the Trustee, after making due provision for all fees and
expenses (including, without limitation, legal fees and expenses) then owing to
the Trustee. In the event the Purchase Contract provides that any Accumulated
excess Funds shall be paid to Overlook Vinings Inn and Conference Center
Associates, Ltd. ("Overlook Associates") rather than to the Purchaser hereunder
under the circumstances hereinabove described, all amounts paid to the Trustee
from Accumulated Excess funds for its fees and expenses arising on and after
the Effective date (including, but not limited to, fees and expenses associated
with any refunding of the Bonds) shall be deemed to have been advanced by the
Guarantor to or for the account of the Purchaser pursuant to that certain
Reimbursement Agreement, dated as of October 1, 1985, as amended, between the
developer and the Guarantor, or pursuant to any other agreement between the
Purchaser and the Guarantor relating solely to the Development (in either case,
the "Reimbursement Agreement"), and shall be deemed to be secured by the Junior
Deed to Secure debt (as that term is defined in Section 9(c) hereinbelow). The
Trustee acknowledges that, as of the date hereof, it is holding Accumulated
Excess Funds in the sum of $________.

SECTION 9. Provisions Relating to the Guaranty.

(a) The Trustee's agreement to forbear from exercising
remedies under the Bond Documents as set forth in this Agreement shall not be
deemed to constitute a release of the Guaranty or of the Guarantor's
obligations under the Guaranty; provided, however, that the Trustee hereby
agrees to so release the Guaranty and the Guarantor upon the earliest to occur
of: (i) the discharge of the Indenture in accordance with Section 13.01
thereof, (ii) the substitution of Alternate Security for the Guaranty in
accordance with the applicable provisions of the Bond Documents, and (iii)
receipt by the Trustee of written instructions from the holders of 100% of the
principal amount of the Bonds then outstanding to do so.

(b) The Trustee hereby acknowledges that any claims relating to
the Guaranty may only be asserted in the context of the Rehabilitation
Proceedings. The Trustee hereby reserves its rights to raise and pursue
objections in the Rehabilitation Proceedings (including, without limitation,
its right to object to the classification of the Trustee's claims under
the Guaranty

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<PAGE> 66
as "Class 4" claims), and the Guarantor hereby reserves its right to contest
such claims and objections.

(c) The Trustee agrees, upon the request of the Guarantor, and
subject to the further terms and conditions of this subsection (c), to consent
to the execution and delivery by the Developer of a new, second priority deed
to secure debt and security agreement in favor of the Guarantor with respect to
the Development (the "Junior Deed to Secure Debt") for the purpose of securing
the obligations of Overlook Associates or the Purchaser, or both, to the
Guarantor under the Reimbursement Agreement (and only such obligations). The
Junior Deed to Secure Debt shall be executed and delivered, if at all, no
sooner than contemporaneously with the last to occur of (i) the lifting of the
Restraining Orders with respect to the Development and the Trustee, and (ii)
the release by the Guarantor (in a manner satisfactory to the Trustee) or any
and all of the Guarantor's right, title and interest in, to an under the Deed to
Secure Debt. To the extent the Guaranty grants the Guarantor a right of
subrogation under the Bond Documents for amounts advanced pursuant to the
Guaranty or the Reimbursement Agreement, or both, the Guarantor hereby
expressly subordinates such rights of subrogation to the obligations secured
by the Deed to Secure Debt immediately after giving effect to the release
described in the immediately preceding sentence and agrees not to take any
action for the enforcement of such rights unless and until the Bonds shall have
been paid in full and the Deed to Secure Debt shall have been cancelled,
notwithstanding anything to the contrary contained in the Guaranty, the
Reimbursement Agreement or the Bond Documents.

SECTION 10. Order of Rehabilitation Court. The Trustee
acknowledges that the Developer is required to obtain the approval of the
Rehabilitation Court to the transfer of the Development contemplated under
Section 6 hereof, and the Developer agrees to use all reasonable commercial
efforts to obtain such approval.

SECTION 11. Relationship of Parties. Nothing in this Agreement
shall be construed to alter the existing relationship between the Developer and
the Trustee set forth in the Bond Documents. This Agreement is not intended to
create, nor shall it be construed to create, a partnership or joint venture
relationship between the parties hereto.

SECTION 12. Entire Agreement; Modification of Agreement. This
Agreement and the Bond Documents constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof. All prior
dealings and promises are merged

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<PAGE> 67
into this Agreement. This Agreement may not be modified, altered or amended
except by an agreement in writing signed by all the parties hereto; provided,
however, that the consent of the Guarantor to any such amendment shall not be
required from and after the date on which the transfer consented to in Section
6 hereof is consummated unless such amendment adversely affects the Guarantor's
rights hereunder.

SECTION 13. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Georgia.

SECTION 14. Non-Waiver of Default. Neither the terms of this
Agreement, nor the Trustee's forbearance hereunder, nor the Trustee's continued
forbearance in accordance with this Agreement and the Bond Documents, shall be
deemed a waiver of or consent to any of the Existing Events of Default. The
Developer agrees that neither the Existing Events of Default nor any new or
additional Event of Default shall be deemed to have been waived, released or
cured by virtue of the Trustee's agreement to forbear pursuant to the terms
hereof or the execution of this Agreement by the Trustee.

SECTION 15. No Novation, Etc. This Agreement is not intended to
be, nor shall it be construed to create, a novation or accord and satisfaction,
and, except as otherwise expressly stated herein, the Bond Documents shall
remain in full force and effect. Notwithstanding any prior mutual temporary
disregard of any of the terms of any of the Bond Documents, the parties agree
that the terms of each of the Bond Documents shall be strictly adhered to on and
after the date hereof, except as expressly modified by this Agreement.

SECTION 16. Notices. All notices required or contemplated
hereunder shall be in writing, and shall be deemed to have been given when
actually received or three days after deposit in the United States mail,
first-class postage prepaid, certified or registered and return receipt
requested, addressed as follows:

To the Developer: Overlook Vinings Inn and Conference
Center Associates, Ltd.
c/o Mutual Benefit Life Insurance
Company
520 Broad Street
Newark, New Jersey 07102
Attention: Mark Mahony

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<PAGE> 68
With a copy to: Baber & Kalinowski, P.C.
3050 Chain Bridge Road
Suite 305
Fairfax, Virginia 22030
Attention: Brant Baber, Esq.

To the Trustee: NationsBank of Georgia, National
Association
1301 Gervais Street, 4th Floor
Columbia, South Carolina 29201
Attention: John Hiott

With a copy to: Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Robert C. Lewinson, Esq.

or to such other address as may be specified by notice given as required herein.

SECTION 17. Savings Clause. If any term or provision of this
Agreement or an application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to whom or which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.

SECTION 18. Rights and Remedies Cumulative. The rights and remedies
arising under and contained in this Agreement shall be separate, distinct and
cumulative, and none of them shall be in exclusion of the other; all remedies
arising under or contained in this Agreement shall be in addition to every other
remedy now or hereafter existing at law or in equity or by statute. Neither any
course of dealing by the Trustee nor any failure or delay on its part to
exercise any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power, or
privilege preclude any other or further exercise thereof or the exercise of any
other right or privilege.

SECTION 19. Successors and Assigns. The covenants in this Agreement
shall bind, and the benefits and advantages shall inure to, the respective
heirs, legal and personal representatives, executors, administrators,
successors and

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<PAGE> 69
assigns of the parties hereto, including any transferee of the Development.

SECTION 20. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same instrument.

SECTION 21. Waiver of Notice of Acceptance. Each of the parties
hereto hereby waives notice of acceptance of this Agreement by the other
parties hereto.

SECTION 22. No New Obligations of the Guarantor or Developer.
Except as explicitly provided herein, this Agreement shall not create any new
obligations on the part of the Guarantor or the Developer, or any greater
rights to the benefit of the Trustee that those obligations and rights that
existed on July 16, 1991. In no event shall this Agreement or any provision
hereof be deemed post-rehabilitation obligation of the Guarantor.

SECTION 23. Effective Date. This Agreement shall become effective
as of the date (the "Effective Date") which is the first Business Day after all
of the following have occurred: (a) this Agreement shall have been duly
executed and delivered by the Developer and the Trustee, (b) the execution and
delivery of this Agreement by the Guarantor shall have been duly approved by
the Rehabilitation Court, and (c) this Agreement shall have been duly executed
and delivered by the Guarantor.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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<PAGE> 70
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered by their duly authorized officers or representatives, as
of the day and year first above written.

DEVELOPER: OVERLOOK VININGS INN AND CONFERENCE
CENTER ASSOCIATES, LTD.

By: ____________________________________
________________________________, as
general partner

By: ________________________________
Name:
Title:

Attest: ____________________________
Name:
Title:

[CORPORATE SEAL]

TRUSTEE: NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, as Trustee

By: ______________________________
John S. Hiott
Vice President

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<PAGE> 71
Accepted and agreed:

MUTUAL BENEFIT LIFE INSURANCE
COMPANY, IN LIQUIDATION

By: _______________________________
Name:__________________________
Title:_________________________

[Forbearance Agreement--
Overlook Vinings Inn]

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<PAGE> 72
EXHIBIT A TO FORBEARANCE AGREEMENT

(Overlook)

A. Ordinary Forbearance Administration Fees: $3,600 per annum, due and payable
semi-annually in advance as follows--

(i) on the Effective Date, a prorated amount for the period from and
including the Effective Date to but not including the next succeeding
Interest Payment Date on the Bonds;

(ii) thereafter, in semi-annual installments on each Interest Payment Date
on the Bonds.

Such fees shall be fully earned when due, and non-refundable when paid.

B. Extraordinary Administration Charges: Fees and out-of-pocket expenses
(including without limitation, legal fees and expenses of counsel, long
distance telephone charges, postage, courier charges, photocopying expenses
and fax charges) actually incurred by the Trustee in connection with
monitoring and participating in the Rehabilitation Proceedings, subject to
a maximum limit of $10,200 per quarter, which amounts shall be payable
quarterly, in arrears, on the first day of January, April, July and October
in each year during the term of this Agreement, based on invoices submitted
by the Trustee to the Developer.

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<PAGE> 73
EXHIBIT "L"

FORMS OF RELEASES

[Consisting of 6 pages and follows this page]
<PAGE> 74
Draft #1
12/26/95

RELEASE OF GUARANTOR BY TRUSTEE

THIS RELEASE OF GUARANTOR BY TRUSTEE (this "Release") is made as of
the ____ day of _____________, 1996, by [NAME OF TRUSTEE] (as successor to
NationsBank of Georgia, National Association), as trustee (the "Trustee") in
favor of MUTUAL BENEFIT LIFE INSURANCE COMPANY, IN LIQUIDATION (the
"Guarantor").

WITNESSETH:

WHEREAS, the Development Authority of Cobb County (the "Authority")
issued its $9,675,000 Industrial Development Revenue Bonds, 1985 Series
(Overlook Inn Project) (the "Bonds") pursuant to a certain Trust Indenture,
dated as of October 1, 1985 (as amended or supplemented, the "Indenture"),
between the Authority and the Trustee, the proceeds of which were used to make
a loan (the "Loan") to Overlook Vinings Inn and Conference Center, Ltd., a
Georgia limited partnership (the "Prior Owner"), pursuant to a certain Loan
Agreement, dated as of October 1, 1985 (as amended, the "Loan Agreement"),
between the Authority and the Prior Owner, and pursuant to a certain Note in
the principal amount of $9,675,000 (the "Note"), made by Assignor payable to
the order of the Issuer, in order to finance a hotel facility located within
the State of Georgia (the "Project"), as more particularly described in the
Loan Agreement; and

WHEREAS, the Developer's obligations under the Loan Agreement and the
Note were secured by (i) a certain Guaranty Agreement, dated as of October 1,
1985 (the "Guaranty"), made by The Mutual Benefit Life Insurance Company
("MBL") for the benefit of the Authority, and (ii) a certain Deed to Secure
Debt and Security Agreement, dated as of October 1, 1985 (the "Mortgage"), made
by and among the Developer, the Authority, MBL and the Trustee; and

WHEREAS, under the terms of the Indenture, the Authority pledged and
assigned to the Trustee, inter alia, all of the Authority's rights under (a)
the Loan Agreement (except for the Authority's rights to enforce and receive
payments of money directly and for its own purposes under Section 4.01(d),
4.02(b), 5.03(b) and 6.01), and (b) the Note, the Guaranty and the Mortgage
(the Indenture, the Loan Agreement, the Note and the Mortgage are sometimes
referred to as the "Bond Documents"); and

<PAGE> 75
WHEREAS, the Guarantor and the Trustee have entered into a Forbearance
Agreement with respect to the Bonds which provides for releases of the Guaranty
by the Authority and the Trustee and the discharge of the Indenture under
certain circumstances; and

WHEREAS, the Project was sold and conveyed to [NAME OF PURCHASER] (the
"New Owner") prior to the date hereof; and

WHEREAS, the New Owner agreed to cause releases of the Guaranty and the
discharge of the Indenture to be accomplished not later than nine months after
such conveyance; and

WHEREAS, the Indenture is being discharged as of the effective date of
this Release;

NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Authority hereby agrees as follows:

1. The Guarantor is hereby released from all of its obligations to
the Authority under the Guaranty, whether relating to satisfaction of past,
present or future obligations of the Prior Owner under any of the Bond
Documents (the "Obligations"); the Guarantor shall have no further Obligations
under or on account of the Guaranty; and the Authority shall not seek any
payment under the Guaranty or make any claim in the Rehabilitation Proceedings.

2. This Release may be executed in several counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.

3. This Agreement shall be binding upon the parties hereto as of
the date above written.

4. This Release shall be governed by the laws of the State of
Georgia.

[Signatures Set Forth on Following Page]

- 2 -
<PAGE> 76
IN WITNESS WHEREOF, the Authority and the Guarantor have caused this
Release to be executed by their duly authorized representatives as of the day
and the year first above written.

AUTHORITY:

THE DEVELOPMENT AUTHORITY OF COBB COUNTY

By: ____________________________
Name:
Title:

GUARANTOR:

MUTUAL BENEFIT LIFE INSURANCE COMPANY,
IN LIQUIDATION

By: ____________________________
Name:
Title:

- 3 -
<PAGE> 77
Draft #1
12/26/95
RELEASE OF GUARANTOR BY AUTHORITY

THIS RELEASE OF GUARANTOR BY AUTHORITY (this "Release") is made as of
the ______ day of _________, 1996, by THE DEVELOPMENT AUTHORITY OF COBB COUNTY,
a public body corporate and politic (the "Authority") in favor of MUTUAL
BENEFIT LIFE INSURANCE COMPANY, IN LIQUIDATION (the "Guarantor").

WITNESSETH:

WHEREAS, the Authority issued its $9,675,000 Industrial Development
Revenue Bonds, 1985 Series (Overlook Inn Project) (the "Bonds") pursuant to a
certain Trust Indenture, dated as of October 1, 1985 (as amended or
supplemented, the "Indenture"), between the Authority and [NAME OF TRUSTEE] (as
successor to NationsBank of Georgia, National Association), as trustee (the
"Trustee"), the proceeds of which were used to make a loan (the "Loan") to
Overlook Vinings Inn and Conference Center, Ltd., a Georgia limited partnership
(the "Prior Owner"), pursuant to a certain Loan Agreement, dated as of October
1, 1985 (as amended, the "Loan Agreement") between the Authority and the Prior
Owner, and pursuant to a certain Note in the principal amount of $9,675,000
(the "Note"), made by Assignor payable to the order of the Issuer, in order to
finance a hotel facility located within the State of Georgia (the "Project"),
as more particularly described in the Loan Agreement; and

WHEREAS, the Developer's obligations under the Loan Agreement and the
Note were secured by (i) a certain Guaranty Agreement, dated as of October 1,
1985 (the "Guaranty"), made by The Mutual Benefit Life Insurance Company
("MBL") for the benefit of the Authority, and (ii) a certain Deed to Secure
Debt and Security Agreement, dated as of October 1, 1985 (the "Mortgage"), made
by and among the Developer, the Authority, MBL and the Trustee; and

WHEREAS, on July 16, 1991, MBL was placed in a rehabilitation
proceeding captioned In the Matter of the Rehabilitation of Mutual Benefit Life
Insurance Company, General Equity Part, Docket No. C-91-00109 (the
"Rehabilitation Proceedings"), and the Guarantor is the successor of MBL; and
<PAGE> 78
WHEREAS, the Guarantor and the Trustee have entered into a Forbearance
Agreement with respect to the Bonds which provides for releases of the Guaranty
by the Authority and the Trustee and the discharge of the Indenture under
certain circumstances; and

WHEREAS, the Project was sold and conveyed to [NAME OF PURCHASER] (the
"New Owner") prior to the date hereof; and

WHEREAS, the New Owner agreed to cause releases of the Guaranty and the
discharge of the Indenture to be accomplished not later than nine months after
such conveyance; and

WHEREAS, the Indenture is being discharged as of the effective date of
this Release;

NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Trustee hereby agrees as follows:

1. The Guarantor is hereby released from all of its obligations under
the Guaranty, whether relating to satisfaction of past, present or future
obligations of the Prior Owner under any of the Bond Documents (the
"Obligations"); the Guarantor shall have no further Obligations under or on
account of the Guaranty; and the trustee shall not seek any payment under the
Guaranty or make any claim in the Rehabilitation Proceedings, and shall cause
to be dismissed any claim in the Rehabilitation Proceedings which the Trustee
may have made prior to the date hereof.

2. This Release may be executed in several counterparts, each of which
shall be an original and all of which shall constitute one and the same
instrument.

3. This Agreement shall be binding upon the parties hereto as of the
date above written.

4. This Release shall be governed by the laws of the State of Georgia.

[Signatures Set Forth on Following Page]

- 2 -
<PAGE> 79
IN WITNESS WHEREOF, the Trustee and the Guarantor have caused this
Release to be executed by their duly authorized representatives as of the day
and the year first above written.

TRUSTEE:
[NAME OF TRUSTEE]

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

GUARANTOR:

MUTUAL BENEFIT LIFE INSURANCE COMPANY,
IN LIQUIDATION

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

- 3 -

<PAGE> 1
EXHIBIT 25

Registration No.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF
1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

BANK ONE, COLUMBUS, N.A.

Not Applicable 31-4148768
(State of Incorporation (I.R.S. Employer
if not a national bank) Identification No.)

100 East Broad Street, Columbus, Ohio 43271-0181
(Address of trustee's principal (Zip Code) executive offices)

Ted Kravits
c/o Bank One Trust Company, NA
100 East Broad Street
Columbus, Ohio 43271-0181
(614) 248-2566
(Name, address and telephone number of agent for service)

WYNDHAM HOTEL CORPORATION
(Exact name of obligor as specified in its charter)

Delaware 75-2636072

(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)

2001 Bryan Street, Suite 2300 75201
Dallas, Texas (Zip Code)
(Address of principal executive
offices)
<PAGE> 2

___% SENIOR SUBORDINATED NOTES DUE 2006

(Title of the Indenture securities)

GENERAL

1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.

Federal Reserve Bank of Cleveland, Cleveland, Ohio

Federal Deposit Insurance Corporation, Washington, D.C.

The Board of Governors of the Federal Reserve System,
Washington, D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee.

16. LIST OF EXHIBITS
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY AND QUALIFICATION. (EXHIBITS IDENTIFIED IN PARENTHESES,
ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS
EXHIBITS HERETO.)

Exhibit 1 - A copy of the Articles of Association of the trustee as now in
effect.

Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
business, see Exhibit 2 to Form T-1, filed in connection with Form S-3 relating
to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003,
Securities and Exchange Commission File No. 33-50709.

Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
trust powers, see Exhibit 3 to Form T-1, filed in connection with Form S-3
relating to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003,
Securities and Exchange Commission File No. 33-50709.

Exhibit 4 - A copy of the Bylaws of the trustee as now in effect.

<PAGE> 3

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.

Exhibit 7 - Report of Condition of the trustee as of the close of business on
March 31, 1996, published pursuant to the requirements of the Comptroller of
the Company.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.
Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Bank One, Columbus, NA, a national banking association
organized under the National Banking Act, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in Columbus, Ohio, on May , 1996.

Bank One, Columbus, NA

By:
-------------------
Ted Kravits
Authorized Signer

<PAGE> 4
Exhibit 1

BANK ONE, COLUMBUS, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

For the purpose of organizing an association to carry on the
business of banking under the laws of the United States, the following Articles
of Association are entered into:

FIRST. The title of this Association shall be BANK ONE, COLUMBUS,
NATIONAL ASSOCIATION.

SECOND. The main office of the Association shall be in Columbus,
County of Franklin, State of Ohio. The general business of the Association
shall be conducted at its main office and its branches.

THIRD. The Board of Directors of this Association shall consist
of not less than five nor more than twenty-five Directors, the exact number of
Directors within such minimum and maximum limits to be fixed and determined
from time-to-time by resolution of the shareholders at any annual or special
meeting thereof, provided, however, that the Board of Directors, by resolution
of a majority thereof, shall be authorized to increase the number of its
members by not more than two between regular meetings of the shareholders.
Each Director, during the full term of his directorship, shall own, as
qualifying shares, the minimum number of shares of either this Association or
of its parent bank holding company in accordance with the provisions of
applicable law. Unless otherwise provided by the laws of the United States,
any vacancy in the Board of Directors for any reason, including an increase in
the number thereof, may be filled by action of the Board of Directors.

<PAGE> 5

FOURTH. The annual meeting of the shareholders for the election
of Directors and the transaction of whatever other business may be brought
before said meeting shall be held at the main office of this Association or
such other place as the Board of Directors may designate, on the day of each
year specified therefor in the By-Laws, but if no election is held on that day,
it may be held on any subsequent business day according to the provisions of
law; and all elections shall be held according to such lawful regulations as
may be prescribed by the Board of Directors.

FIFTH. The authorized amount of capital stock of this
Association shall be 2,073,750 shares of common stock of the par value of Ten
Dollars ($10) each; but said capital stock may be increased or decreased from
time-to-time, in accordance with the provisions of the laws of the United
States.

No holder of shares of the capital stock of any class of
the Association shall have the preemptive or preferential right of subscription
to any share of any class of stock of this Association, whether now or
hereafter authorized or to any obligations convertible into stock of this
Association, issued or sold, nor any right of subscription to any thereof other
than such, if any, as the Board of Directors, in its discretion, may from
time-to-time determine and at such price as the Board of Directors may from
time-to-time fix.
This Association, at any time and from time-to-time, may
authorize and issue debt obligations, whether or not subordinated, without the
approval of the shareholders.

SIXTH. The Board of Directors shall appoint one of its members
President of the Association, who shall be Chairman of the Board, unless the
Board appoints another director to be the Chairman. The Board of Directors
shall have the power to appoint one or more Vice Presidents and to appoint a
Secretary and such other officers and employees as may be required to transact
the business of this Association.

-5-
<PAGE> 6

The Board of Directors shall have the power to define the
duties of the officers and employees of this Association; to fix the salaries
to be paid to them; to dismiss them; to require bonds from them and to fix the
penalty thereof; to regulate the manner in which any increase of the capital of
this Association shall be made; to manage and administer the business and
affairs of this Association; to make all By-Laws that it may be lawful for them
to make; and generally to do and perform all acts that it may be legal for a
Board of Directors to do and perform.

SEVENTH. The Board of Directors shall have the power to change
the location of the main office to any other place within the limits of the
City of Columbus, Ohio, without the approval of the shareholders but subject to
the approval of the Comptroller of the Currency; and shall have the power to
establish or change the location of any branch or branches of this Association
to any other location, without the approval of the shareholders but subject to
the approval of the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall
continue until terminated in accordance with the laws of the United States.

NINTH. The Board of Directors of this Association, or any three
or more shareholders owning, in the aggregate, not less than 10 percent of the
stock of this Association, may call a special meeting of shareholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten days prior to the date of such meeting to each shareholder of record
at his address as shown upon the books of this Association.

-6-
<PAGE> 7

TENTH. Every person who is or was a Director, officer or
employee of the Association or of any other corporation which he served as a
Director, officer or employee at the request of the Association as part of his
regularly assigned duties may be indemnified by the Association in accordance
with the provisions of this paragraph against all liability (including, without
limitation, judgments, fines, penalties and settlements) and all reasonable
expenses (including, without limitation, attorneys' fees and investigative
expenses) that may be incurred or paid by him in connection with any claim,
action, suit or proceeding, whether civil, criminal or administrative (all
referred to hereafter in this paragraphs as "Claims") or in connection with any
appeal relating thereto in which he may become involved as a party or otherwise
or with which he may be threatened by reason of his being or having been a
Director, officer or employee of the Association or such other corporation, or
by reason of any action taken or omitted by him in his capacity as such
Director, officer or employee, whether or not he continues to be such at the
time such liability or expenses are incurred, provided that nothing contained
in this paragraph shall be construed to permit indemnification of any such
person who is adjudged guilty of, or liable for, willful misconduct, gross
neglect of duty or criminal acts, unless, at the time such indemnification is
sought, such indemnification in such instance is permissible under applicable
law and regulations, including published rulings of the Comptroller of the
Currency or other appropriate supervisory or regulatory authority, and provided
further that there shall be no indemnification of directors, officers, or
employees against expenses, penalties, or other payments incurred in an
administrative proceeding or action instituted by an appropriate regulatory
agency which proceeding or action results in a final order assessing civil
money penalties or requiring affirmative action by an individual or individuals
in the form of payments to the Association. Every person who may be
indemnified under the provisions of this paragraph and who has been wholly
successful on the merits with respect to any Claim shall be entitled to
indemnification as of right. Except as provided in the preceding sentence, any
indemnification under this paragraph shall be at the sole discretion of the
Board of Directors and shall be made only if the Board of Directors or the
Executive Committee acting by a quorum consisting of

-7-
<PAGE> 8
Directors who are not parties to such Claim shall find or if independent legal
counsel (who may be the regular counsel of the Association) selected by the
Board of Directors or Executive Committee whether or not a disinterested quorum
exists shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or
non-existence of a contract of insurance or indemnity under which the
Association would be wholly or partially reimbursed for such indemnification,
but the existence or non-existence of such insurance is not the sole
circumstance to be considered nor shall it be wholly determinative of whether
such indemnification shall be made. In addition to such finding or opinion, no
indemnification under this paragraph shall be made unless the Board of
Directors or the Executive Committee acting by a quorum consisting of Directors
who are not parties to such Claim shall find or if independent legal counsel
(who may be the regular counsel of the Association) selected by the Board of
Directors or Executive Committee whether or not a disinterested quorum exists
shall render their opinion that the Director, officer or employee acted in good
faith in what he reasonably believed to be the best interests of the
Association or such other corporation and further in the case of any criminal
action or proceeding, that the Director, officer or employee reasonably
believed his conduct to be lawful. Determination of any Claim by judgment
adverse to a Director, officer or employee by settlement with or without Court
approval or conviction upon a plea of guilty or of nolocontendere or its
equivalent shall not create a presumption that a Director, officer or employee
failed to meet the standards of conduct set forth in this paragraph. Expenses
incurred with respect to any Claim may be advanced by the Association prior to
the final disposition thereof upon receipt of an undertaking satisfactory to
the Association by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
paragraph. The rights of indemnification provided in this paragraph shall be
in addition to any rights to which any Director, officer or employee may
otherwise be entitled by contract or as a matter of law.

-8-

<PAGE> 9

Every person who shall act as a Director, officer or employee of this
Association shall be conclusively presumed to be doing so in reliance upon the
right of indemnification provided for in this paragraph.

ELEVENTH. These Articles of Association may be amended at any
regular or special meeting of the shareholders by the affirmative vote of the
holders of a majority of the stock of this Association, unless the vote of the
holders of a greater amount of stock is required by law, and in that case by
the vote of the holders of such greater amount.

-9-

<PAGE> 10
Exhibit 4

BY-LAWS
OF
BANK ONE, COLUMBUS, NATIONAL ASSOCIATION

ARTICLE I
MEETING OF SHAREHOLDERS

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the Shareholders
of the Bank for the election of Directors and for the transaction of such
business as may properly come before the meeting shall be held at its main
banking house, or other convenient place duly authorized by the Board of
Directors, on the third Monday of January of each year, or on the next
succeeding banking day, if the day fixed falls on a legal holiday. If from any
cause, an election of directors is not made on the day fixed for the regular
meeting of shareholders or, in the event of a legal holiday, on the next
succeeding banking day, the Board of Directors shall order the election to be
held on some subsequent day, as soon thereafter as practicable, according to
the provisions of law; and notice thereof shall be given in the manner herein
provided for the annual meeting. Notice of such annual meeting shall be given
by or under the direction of the Secretary or such other officer as may be
designated by the Chief Executive Officer by first-class mail, postage prepaid,
to all shareholders of record of the Bank at their respective addresses as
shown upon the books of the Bank mailed not less than ten days prior to the
date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of this
Bank may be called at any time by the Board of Directors or by any three or
more shareholders owning, in the aggregate, not less than ten percent of the
stock of this Bank. The notice of any special meeting of the shareholders
called by the Board of Directors, stating the time, place and purpose of the
meeting, shall be given by or under the direction of the Secretary, or such
other officer as is designated by the Chief Executive Officer, by first-class
mail, postage prepaid, to all shareholders of

-10-

<PAGE> 11

record of the Bank at their respective addresses as shown upon the books of the
Bank, mailed not less than ten days prior to the date fixed for such meeting.

Any special meeting of shareholders shall be conducted and its
proceedings recorded in the manner prescribed in these By-Laws for annual
meetings of shareholders.

SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of Directors may
designate a person to be the Secretary of the meetings of shareholders. In the
absence of a presiding officer, as designated in these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a Secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as Secretary
of the meeting.

The Secretary of the meetings of shareholders shall cause the
returns made by the judges and election and other proceedings to be recorded in
the minute book of the Bank. The presiding officer shall notify the
directors-elect of their election and to meet forthwith for the organization of
the new board.

The minutes of the meeting shall be signed by the presiding
officer and the Secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many
as three shareholders to be judges of the election, who shall hold and conduct
the same, and who shall, after the election has been held, notify, in writing
over their signatures, the secretary of the shareholders' meeting of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election at
the request of the chairman of the

- 11 -

<PAGE> 12
meeting, shall act as tellers of any other vote by ballot taken at such
meeting, and shall notify, in writing over their signatures, the secretary of
the Board of Directors of the result thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall
have the right to vote the number of shares of record in his name for as many
persons as there are Directors to be elected, or to cumulate such shares as
provided by Federal Law. In deciding all other questions at meetings of
shareholders, each shareholder shall be entitled to one vote on each share of
stock of record in his name. Shareholders may vote by proxy duly authorized in
writing. All proxies used at the annual meeting shall be secured for that
meeting only, or any adjournment thereof, and shall be dated, and if not dated
by the shareholder, shall be dated as of the date of receipt thereof. No
officer or employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and consti- tuting
less than a quorum may, without further notice, adjourn the meeting from time
to time until a quorum is obtained. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

- 12 -

<PAGE> 13

ARTICLE II
DIRECTORS

SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be
managed by the Board of Directors. Each director of the Bank shall be the
beneficial owner of a substantial number of shares of BANC ONE CORPORATION and
shall be employed either in the position of Chief Executive Officer or active
leadership within his or her business, professional or community interest which
shall be located within the geographic area in which the Bank operates, or as
an executive officer of the Bank. A director shall not be eligible for
nomination and re-election as a director of the Bank if such person's executive
or leadership position within his or her business, professional or community
interests which qualifies such person as a director of Bank terminates. The
age of 70 is the mandatory retirement age as a director of the Bank. When a
person's eligibility as director of the Bank terminates, whether because of
change in share ownership, position, residency or age, within 30 days after
such termination, such person shall submit his resignation as a director to be
effective at the pleasure of the Board provided, however, that in no event
shall such person be nominated or elected as a director. Provided, however,
following a person's retirement or resignation as a director because of the age
limitations herein set forth with respect to election or re-election as a
director, such person may, in special or unusual circumstances, and at the
discretion of the Board, be elected by the directors as a Director Emeritus of
the Bank for a limited period of time. A Director Emeritus shall have the
right to participate in board meetings but shall be without the power to vote
and shall be subject to re-election by the Board at its organizational meeting
following the Bank's annual meeting of shareholders.

SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification
prescribed by law. No person elected a director may exercise any of the powers
of his office until he has taken the oath of such office.

- 13 -
<PAGE> 14
SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until
the annual meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject, however, to his prior
death, resignation, or removal from office. Whenever any vacancy shall occur
among the directors, the remaining directors shall constitute the directors of
the Bank until such vacancy is filled by the remaining directors, and any
director so appointed shall hold office for the unexpired term of his or her
successor. Notwithstanding the foregoing, each director shall hold office and
serve at the pleasure of the Board.

SECTION 2.04. ORGANIZATION MEETING. The directors elected by the share-
holders shall meet for organization of the new board at the time fixed by the
presiding officer of the annual meeting. If at the time fixed for such meeting
there is no quorum present, the Directors in attendance may adjourn from time
to time until a quorum is obtained. A majority of the number of Directors
elected by the shareholders shall constitute a quorum for the transaction of
business.

SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of
Directors shall be held on the third Monday of each calendar month excluding
March and July, which meeting will be held at 4:00 p.m. When any regular
meeting of the Board falls on a holiday, the meeting shall be held on such
other day as the Board may previously designate or should the Board fail to so
designate, on such day as the Chairman of the Board of President may fix.
Whenever a quorum is not present, the directors in attendance shall adjourn the
meeting to a time not later than the date fixed by the Bylaws for the next
succeeding regular meeting of the Board.

SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board or President, or at the
request of two or more Directors. Any special meeting may be held at such
place in Franklin County, Ohio, and at such time as may be fixed in the call.
Written or oral notice shall be given to each Director not later than the day
next preceding the day on which special meeting is to be held, which notice may
be waived in writing.

- 14 -

<PAGE> 15

The presence of a Director at any meeting of the Board shall be deemed a waiver
of notice thereof by him. Whenever a quorum is not present the Directors in
attendance shall adjourn the special meeting from day to day until a quorum is
obtained.

SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank
may be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall
receive such fees for, and transportation expenses incident to, attendance at
Board and Board Committee Meetings and such fees for service as a Director
irrespective of meeting attendance as from time to time are fixed by resolution
of the Board; provided, however, that payment hereunder shall not be made to a
Director for meetings attended and/or Board service which are not for the
Bank's sole benefit and which are concurrent and duplicative with meetings
attended or board service for an affiliate of the Bank for which the Director
receives payment; and provided further, that payment hereunder shall not be
made in the case of any Director in the regular employment of the Bank or of
one of its affiliates.

SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all powers of the Board that may
lawfully be delegated. The Executive Committee shall also exercise the powers
of the Board of Directors in accordance with the Provisions of the "Employees
Retirement Plan" and the "Agreement and Declaration of Trust" as the same now

- 15 -
<PAGE> 16
exist or may be amended hereafter. The Executive Committee shall consist of
not fewer than four board members, including the Chairman of the Board and
President of the Bank, one of whom, as hereinafter required by these By-laws,
shall be the Chief Executive Officer. The other members of the Committee shall
be appointed by the Chairman of the Board or by the President, with the
approval of the Board and shall continue as members of the Executive Committee
until their successors are appointed, provided, however, that any member of the
Executive Committee may be removed by the Board upon a majority vote thereof at
any regular or special meeting of the Board. The Chairman or President shall
fill any vacancy in the Committee by the appointment of another Director,
subject to the approval of the Board of Directors. The regular meetings of the
Executive Committee shall be held on a regular basis as scheduled by the Board
of Directors. Special meetings of the Executive Committee shall be held at the
call of the Chairman or President or any two members thereof at such time or
times as may be designated. In the event of the absence of any member or
members of the Committee, the presiding member may appoint a member or members
of the Board to fill the place or places of such absent member or members to
serve during such absence. Not fewer than three members of the Committee must
be present at any meeting of the Executive Committee to constitute a quorum,
provided, however that with regard to any matters on which the Executive
Committee shall vote, a majority of the Committee members present at the
meeting at which a vote is to be taken shall not be officers of the Bank and,
provided further, that if, at any meeting at which the Chairman of the Board
and President are both present, Committee members who are not officers are not
in the majority, then the Chairman of the Board or President, which ever of
such officers is not also the Chief Executive Officer, shall not be eligible to
vote at such meeting and shall not be recognized for purposes of determining if
a quorum is present at such meeting. When neither the Chairman of the Board
nor President are present, the Committee shall appoint a presiding officer.
The Executive Committee shall keep a record of its proceedings and report its
proceedings and the action taken by it to the Board of Directors.

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<PAGE> 17
SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE.
There shall be a standing committee of the Board of Directors known as the
Community Reinvestment Act and Compliance Policy Committee the duties of which
shall be, at least once in each calendar year, to review, develop and recommend
policies and programs related to the Bank's Community Reinvestment Act
Compliance and regulatory compliance with all existing statutes, rules and
regulations affecting the Bank under state and federal law. Such Committee
shall provide and promptly make a full report of such review of current Bank
policies with regard to Community Reinvestment Act and regulatory compliance in
writing to the Board, with recommendations, if any, which may be necessary to
correct any unsatisfactory conditions. Such Committee may, in its discretion,
in fulfilling its duties, utilize the Community Reinvestment Act officers of
the Bank, Banc One Ohio Corporation and Banc One Corporation and may engage
outside Community Reinvestment Act experts, as approved by the Board, to
review, develop and recommend policies and programs as herein required. The
Community Reinvestment Act and regulatory compliance policies and procedures
established and the recommendations made shall be consistent with, and shall
supplement, the Community Reinvestment Act and regulatory compliance programs,
policies and procedures of Banc One Corporation and Banc One Ohio Corporation.
The Community Reinvestment Act and Compliance Policy Committee shall consist of
not fewer than four board members, one of whom shall be the Chief Executive
Officer and a majority of whom are not officers of the Bank. Not fewer than
three members of the Committee, a majority of whom are not officers of the
Bank, must be present to constitute a quorum. The Chairman of the Board or
President of the Bank, whichever is not the Chief Executive Officer, shall be
an ex officio member of the Community Reinvestment Act and Compliance Policy
Committee. The Community Reinvestment Act and Compliance Policy Committee,
whose chairman shall be appointed by the Board, shall keep a record of its
proceedings and report its proceedings and the action taken by it to the Board
of Directors.

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<PAGE> 18
SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known
as the Trust Management Committee and the Trust Examination Committee appointed
as hereinafter provided.

SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such
special committees from time to time as are in its judgment necessary in the
interest of the Bank.

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<PAGE> 19

ARTICLE III
OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

SECTION 3.01. OFFICERS AND MANAGEMENT STAFF.

(a) The officers of the Bank shall include a President,
Secretary and Security Officer and may include a Chairman
of the Board, one or more Vice Chairmen, one or more Vice
Presidents (which may include one or more Executive Vice
Presidents and/or Senior Vice Presidents) and one or more
Assistant Secretaries, all of whom shall be elected by the
Board. All other officers may be elected by the Board or
appointed in writing by the Chief Executive Officer. The
salaries of all officers elected by the Board shall be
fixed by the Board. The Board from time-to-time shall
designate the President or Chairman of the Board to serve
as the Bank's Chief Executive Officer.

(b) The Chairman of the Board, if any, and the President shall
be elected by the Board from their own number. The
President and Chairman of the Board shall be re-elected by
the Board annually at the organizational meeting of the
Board of Directors following the Annual Meeting of
Shareholders. Such officers as the Board shall elect from
their own number shall hold office from the date of their
election as officers until the organization meeting of the
Board of Directors following the next Annual Meeting of
Shareholders, provided, however, that such officers may be
relieved of their duties at any time by action of the
Board in which event all the powers incident to their
office shall immediately terminate.
(c) Except as provided in the case of the elected officers who
are members of the Board, all officers, whether elected or
appointed, shall hold office at the pleasure of the Board.
Except as otherwise limited by law or these By-laws, the
Board assigns to Chief Executive Officer and/or his

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<PAGE> 20
designees the authority to appoint and dismiss any elected
or appointed officer or other member of the Bank's
management staff and other employees of the Bank, as the
person in charge of and responsible for any branch office,
department, section, operation, function, assignment or
duty in the Bank.

(d) The management staff of the Bank shall include officers
elected by the Board, officers appointed by the Chief
Executive Officer, and such other persons in the
employment of the Bank who, pursuant to written
appointment and authorization by a duly authorized officer
of the Bank, perform management functions and have
management responsi- bilities. Any two or more offices
may be held by the same person except that no person shall
hold the office of Chairman of the Board and/or President
and at the same time also hold the office of Secretary.

(e) The Chief Executive Officer of the Bank and any other
officer of the Bank, to the extent that such officer is
authorized in writing by the Chief Executive Officer, may
appoint persons other than officers who are in the
employment of the Bank to serve in management positions
and in connection therewith, the appointing officer may
assign such title, salary, responsibilities and functions
as are deemed appropriate by him, provided, however, that
nothing contained herein shall be construed as placing any
limitation on the authority of the Chief Executive Officer
as provided in this and other sections of these By-Laws.

SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Bank shall have general and active management of the business of the Bank and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. Except as otherwise prescribed or limited by these By-Laws, the
Chief Executive Officer shall have full right, authority and power to control
all personnel, including elected and appointed officers, of the Bank, to employ
or direct the

- 20 -
<PAGE> 21
employment of such personnel and officers as he may deem necessary, including
the fixing of salaries and the dismissal of them at pleasure, and to define and
prescribe the duties and responsibility of all Officers of the Bank, subject to
such further limitations and directions as he may from time-to-time deem
proper. The Chief Executive Officer shall perform all duties incident to his
office and such other and further duties, as may, from time-to-time, be
required of him by the Board of Directors or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to the Chief Executive Officer in conducting the business of the Bank.
The Chief Executive Officer or, in his absence, the Chairman of the Board or
President of the Bank, as designated by the Chief Executive Officer, shall
preside at all meetings of shareholders and meetings of the Board. In the
absence of the Chief Executive Officer, such officer as is designated by the
Chief Executive Officer shall be vested with all the powers and perform all the
duties of the Chief Executive Officer as defined by these By-Laws. When
designating an officer to serve in his absence, the Chief Executive Officer
shall select an officer who is a member of the Board of Directors whenever such
officer is available.

SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive
Officer, the Chairman of the Board, the President, and those officers so
designated and authorized by the Chief Executive Officer are authorized for an
on behalf of the Bank, and to the extent permitted by law, to make loans and
discounts; to purchase or acquire drafts, notes, stock, bonds, and other
securities for investment of funds held by the Bank; to execute and purchase
acceptances; to appoint, empower and direct all necessary agents and attor-
neys; to sign and give any notice required to be given; to demand payment
and/or to declare due for any default any debt or obligation due or payable to
the Bank upon demand or authorized to be declared due; to foreclose any mort-
gages, to exercise any option, privilege or election to forfeit, terminate,
extend or renew any lease; to authorize and direct any proceedings for the
collection of any money or for the enforcement

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<PAGE> 22
of any right or obligation; to adjust, settle and compromise all claims of
every kind and description in favor of or against the Bank, and to give
receipts, releases and discharges therefor; to borrow money and in connection
therewith to make, execute and deliver notes, bonds or other evidences of
indebtedness; to pledge or hypothe- cate any securities or any stocks, bonds,
notes or any property real or personal held or owned by the Bank, or to
rediscount any notes or other obli- gations held or owned by the Bank, to
employ or direct the employment of all personnel, including elected and
appointed officers, and the dismissal of them at pleasure, and in furtherance
of and in addition to the powers hereinabove set forth to do all such acts and
to take all such proceedings as in his judgment are necessary and incidental to
the operation of the Bank.

Other persons in the employment of the Bank, including but not
limited to officers and other members of the management staff, may be
authorized by the Chief Executive Officer, or by an officer so designated and
authorized by the chief Executive Officer, to perform the powers set forth
above, subject, how- ever, to such limitations and conditions as are set forth
in the authorization given to such persons.

SECTION 3.04. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Chief Executive
Officer or the Board of Directors as Assistant Secretary to perform the duties
of the Secretary.

SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman
of the Board, President, any officer being a member of the Bank's management
staff who is also a person in charge of and responsible for any department
within the Bank and any other officer to the extent such officer is so
designated and authorized by the Chief Executive Officer, the Chairman of the

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<PAGE> 23
Board, the President, or any other officer who is a member of the Bank's
management staff who is in charge of and responsible for any department within
the Bank, are hereby authorized on behalf of the Bank to sell, assign, lease,
mortgage, transfer, deliver and convey any real or personal property now or
hereafter owned by or standing in the name of the Bank or its nominee, or held
by this Bank as collateral security, and to execute and deliver such deeds,
contracts, leases, assignments, bills of sale, transfers or other papers or
documents as may be appropriate in the circumstances; to execute any loan
agreement, security agreement, commitment letters and financing statements and
other documents on behalf of the Bank as a lender; to execute purchase orders,
documents and agreements entered into by the Bank in the ordinary course of
business, relating to purchase, sale, exchange or lease of services, tangible
personal property, materials and equipment for the use of the Bank; to execute
powers of attorney to perform specific or general functions in the name of or
on behalf of the Bank; to execute promissory notes or other instruments
evidencing debt of the Bank; to execute instruments pledging or releasing
securities for public funds, documents submitting public fund bids on behalf of
the Bank and public fund contracts; to purchase and acquire any real or
personal property including loan portfolios and to execute and deliver such
agreements, contracts or other papers or documents as may be appropriate
in the circumstances; to execute any indemnity and fidelity bonds, proxies or
other papers or documents of like or different character necessary, desirable
or incidental to the conduct of its banking business; to execute and deliver
settlement agreements or other papers or documents as may be appropriate in
connection with a dismissal authorized by Section 3.01(c) of these By-laws; to
execute agreements, instruments, documents, contracts or other papers of like
or difference character necessary, desirable or incidental to the conduct of
its banking business; and to execute and deliver partial releases from and
discharges or assignments of mortgages, financing statements and assignments or
surrender of insurance policies, now or hereafter held by this Bank.

- 23 -
<PAGE> 24
The Chief Executive Officer, Chairman of the Board, President,
any officer being a member of the Bank's management staff who is also a person
in charge of and responsible for any department within the Bank, and any other
officer of the Bank so designated and authorized by the Chief Executive
Officer, Chairman of the Board, President or any officer who is a member of the
Bank's management staff who is in charge of and responsible for any department
within the Bank are authorized for and on behalf of the Bank to sign and issue
checks, drafts, and certificates of deposit; to sign and endorse bills of
exchange, to sign and countersign foreign and domestic letters of credit, to
receive and receipt for payments of principal, interest, dividends, rents, fees
and payments of every kind and description paid to the Bank, to sign receipts
for property acquired by or entrusted to the Bank, to guarantee the genuineness
of signatures on assignments of stocks, bonds or other securities, to sign
certifications of checks, to endorse and deliver checks, drafts, warrants,
bills, notes, certificates of deposit and acceptances in all business
transactions of the Bank.

Other persons in the employment of the Bank and of its
subsidiaries, including but not limited to officers and other members of the
management staff, may be authorized by the Chief Executive Officer, Chairman of
the Board, President or by an officer so designated by the Chief Executive
Officer, Chairman of the Board, or President to perform the acts and to execute
the documents set forth above, subject, however, to such limitations and
conditions as are contained in the authorization given to such person.

SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall
be bonded for the honest and faithful performance of their duties for such
amount as may be prescribed by the Board of Directors.

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<PAGE> 25

ARTICLE IV
TRUST DEPARTMENT

SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to
this Bank under the provisions of Federal Law and Regulations of the Comp-
troller of the Currency, there shall be maintained a separate Trust Department
of the Bank, which shall be operated in the manner specified herein.

SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee
known as the Trust Management Committee, consisting of at least five members, a
majority of whom shall not be officers of the Bank. The Committee shall
consist of the Chairman of the Board who shall be Chairman of the Com- mittee,
the President, and at least three other Directors appointed by the Board of
Directors and who shall continue as members of the Committee until their
successors are appointed. Any vacancy in the Trust Management Committee may be
filled by the Board at any regular or special meeting. In the event of the
absence of any member or members, such Committee may, in its discretion,
appoint members of the Board to fill the place of such absent members to serve
during such absence. Three members of the Committee shall constitute a quorum.
Any member of the Committee may be removed by the Board by a majority vote at
any regular or special meeting of the Board. The Committee shall meet at such
times as it may determine or at the call of the Chairman, or President or any
two members thereof.

The Trust Management Committee, under the general direction of
the Board of Directors, shall supervise the policy of the Trust Department
which shall be formulated and executed in accordance with Law, Regulations of
the Comp- troller of the Currency, and sound fiduciary principles.

- 25 -
<PAGE> 26

SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing Commit-
tee known as the Trust Examination Committee, consisting of three directors
appointed by the Board of Directors and who shall continue as members of the
committee until their successors are appointed. Such members shall not be
active officers of the Bank. Two members of the Committee shall constitute a
quorum. Any member of the Committee may be removed by the Board by a majority
vote at any regular or special meeting of the Board. The Committee shall meet
at such times as it may determine or at the call of two members thereof.

This Committee shall, at least once during each calendar year and
within fifteen months of the last such audit, or at such other time(s) as may
be required by Regulations of the Comptroller of the Currency, make suitable
audits of the Trust Department or cause suitable audits to be made by auditors
responsible only to the Board of Directors, and at such time shall ascertain
whether the Department has been administered in accordance with Law, Regula-
tions of the Comptroller of the Currency and sound fiduciary principles.

The Committee shall promptly make a full report of such audits in
writing to the Board of Directors of the Bank, together with a recommendation
as to what action, if any, may be necessary to correct any unsatisfactory
condition. A report of the audits together with the action taken thereon shall
be noted in the Minutes of the Board of Directors and such report shall be a
part of the records of this Bank.

SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management
and supervision of an officer of the Bank or of the trust affiliate of the Bank
designated by and subject to the advice and direction of the Chief Executive
Officer. Such officer having supervisory responsibility over the Trust
Department shall do or cause to be done all things necessary or proper in
carrying on the business of the Trust Department in accordance with provi-
sions of law and applicable regulations.

- 26 -
<PAGE> 27
SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust Department may
be carried in the name of the Bank in its fiduciary capacity, in the name of
Bank, or in the name of a nominee or nominees.

SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary
capacity awaiting investment or distribution shall not be held uninvested or
undistributed any longer than is reasonable for the proper management of the
account and shall be invested in accordance with the instrument establishing a
fiduciary relationship and local law. Where such instrument does not specify
the character or class of investments to be made and does not vest in the Bank
any discretion in the matter, funds held pursuant to such instrument shall be
invested in any investment which corporate fiduciaries may invest under local
law.

The investments of each account in the Trust Department shall be
kept separate from the assets of the Bank, and shall be placed in the joint
custody or control of not less than two of the officers or employees of the
Bank or of the trust affiliate of the Bank designated for the purpose by the
Trust Management Committee.

SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman
of the Board, President, any officer of the Trust Department, and such other
officers of the trust affiliate of the Bank as are specifically designated and
authorized by the Chief Executive Officer, the President, or the officer in
charge of the Trust Department, are hereby authorized, on behalf of this Bank,
to sell, assign, lease, mortgage, transfer, deliver and convey any real
property or personal property and to purchase and acquire any real or personal
property and to execute and deliver such agreements, contracts, or other papers
and documents as may be appropriate in the circumstances for property now or
hereafter owned by or standing in the name of this Bank, or its nominee, in any
fiduciary capacity, or in the name of any principal for whom this Bank may now
or hereafter be acting under a power of attorney, or as agent and to execute
and deliver partial releases from

- 27 -
<PAGE> 28
any discharges or assignments or mortgages and assignments or surrender of
insurance policies, to execute and deliver deeds, contracts, leases,
assignments, bills of sale, transfers or such other papers or documents as may
be appropriate in the circumstances for property now or hereafter held by this
Bank in any fiduciary capacity or owned by any principal for whom this Bank may
now or hereafter be acting under a power of attorney or as agent; to execute
and deliver settlement agreements or other papers or documents as may be
appropriate in connection with a dismissal authorized by Section 3.01(c) of
these By-laws; provided that the signature of any such person shall be attested
in each case by any officer of the Trust Department or by any other person who
is specifically authorized by the Chief Executive Officer, the President or the
officer in charge of the Trust Department.

The Chief Executive Officer, Chairman of the Board, President,
any officer of the Trust Department and such other officers of the trust
affiliate of the Bank as are specifically designated and authorized by the
Chief Executive Officer, the President, or the officer in charge of the Trust
Department, or any other person or corporation as is specifically authorized by
the Chief Executive Officer, the President or the officer in charge of the
Trust Department, are hereby authorized on behalf of this Bank, to sign any and
all pleadings and papers in probate and other court proceedings, to execute any
indemnity and fidelity bonds, trust agreements, proxies or other papers or
documents of like or different character necessary, desirable or incidental to
the appointment of the Bank in any fiduciary capacity and the conduct of its
business in any fiduciary capacity; also to foreclose any mortgage, to execute
and deliver receipts for payments of principal, interest, dividends, rents,
fees and payments of every kind and description paid to the Bank; to sign
receipts for property acquired or entrusted to the Bank; also to sign stock or
bond certificates on behalf of this Bank in any fiduciary capacity and on
behalf of this Bank as transfer agent or registrar; to guarantee the
genuineness of signatures on assignments of stocks, bonds or other securities,
and to authenticate bonds, debentures, land or lease trust certificates or
other forms of security issued pursuant to any indenture under which this Bank
now or hereafter is acting as

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<PAGE> 29

Trustee. Any such person, as well as such other persons as are specifically
authorized by the Chief Executive Officer or the officer in charge of the Trust
Department, may sign checks, drafts and orders for the payment of money
executed by the Trust Department in the course of its business.

SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any
officer of the Trust Department, any officer of the trust affiliate of the Bank
and such other persons as may be specifically authorized by Resolution of the
Trust Management Committee or the Board of Directors, may vote shares of stock
of a corporation of record on the books of the issuing company in the name of
the Bank or in the name of the Bank as fiduciary, or may grant proxies for the
voting of such stock of the granting if same is permitted by the instrument
under which the Bank is acting in a fiduciary capacity, or by the law
applicable to such fiduciary account. In the case of shares of stock which are
held by a nominee of the Bank, such shares may be voted by such person(s)
authorized by such nominee.

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<PAGE> 30

ARTICLE V
STOCKS AND STOCK CERTIFICATES

SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the President, or a Vice President (which signature may be engraved,
printed or impressed), and shall be signed manually by the Secretary, or any
other officer appointed by the Chief Executive Officer for that purpose.

In case any such officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
before such certificate is issued, it may be issued by the Bank with the same
effect as if such officer had not ceased to be such at the time of its issue.
Each such certificate shall bear the corporate seal of the Bank, shall recite
on its fact that the stock represented thereby is transferable only upon the
books of the Bank properly endorsed and shall recite such other information as
is required by law and deemed appropriate by the Board. The corporate seal may
be facsimile engraved or printed.

SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
be transferable only upon the stock transfer books of the Bank and except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of any affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the President, or a Vice President. The Board of Directors, or the
Chief Executive Officer, may authorize the issuance of a new certificate
therefor without the furnishing of indemnity. Stock Transfer Books, in which
all transfers of stock shall be recorded, shall be provided.

- 30 -

<PAGE> 31

The stock transfer books may be closed for a reasonable
period and under such conditions as the Board of Directors may at any time
determine for any meeting of shareholders, the payment of dividends or any
other lawful purpose. In lieu of closing the transfer books, the Board may, in
its discretion, fix a record date and hour constituting a reasonable period
prior to the day designated for the holding of any meeting of the shareholders
or the day appointed for the payment of any dividend or for any other purpose
at the time as of which shareholders entitled to notice of and to vote at any
such meeting or to receive such dividend or to be treated as shareholders for
such other purpose shall be determined, and only shareholders of record at such
time shall be entitled to notice of or to vote at such meeting or to receive
such dividends or to be treated as shareholders for such other purpose.

- 31 -
<PAGE> 32

ARTICLE VI
MISCELLANEOUS PROVISIONS

SECTION 6.01. SEAL. The impression made below is an impression of the seal
adopted by the Board of Directors of BANK ONE, COLUMBUS, NATIONAL ASSOCIATION.
The Seal may be affixed by any officer of the Bank to any document executed by
an authorized officer on behalf of the Bank, and any officer may certify any
act, proceedings, record, instrument or authority of the Bank.

SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive
Committee, the Bank and each of its Branches shall be open for business on such
days and during such hours as the Chief Executive Officer of the Bank shall,
from time to time, prescribe.

SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles
of Association, the returns of the judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of
the Board of Directors shall be recorded in the minute book of the Bank. The
minutes of each such meeting shall be signed by the presiding Officer and
attested by the secretary of the meetings.

SECTION 6.04. AMENDMENT OF BY-LAWS. These By-Laws may be amended by vote of a
majority of the Directors.

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<PAGE> 33

EXHIBIT 6

Securities and Exchange Commission
Washington, D.C. 20549

CONSENT

The undersigned, designated to act as Trustee under the Indenture for Wyndham
Hotel Corporation described in the attached Statement of Eligibility and
Qualification, does hereby consent that reports of examinations by Federal,
State, Territorial, or District Authorities may be furnished by such
authorities to the Commission upon the request of the Commission.

This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.

Bank One, Columbus, NA

Dated: May , 1996 By:
-----------------------
Ted Kravits
Authorized Signer

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<PAGE> 34

<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires March 31, 1999
- -------------------------------------------------------------------------------------------------------------------------
[ 1 ]
[LOGO] Please Refer to Page i,
Table of Contents, for
the required disclosure
of estimated burden
- -------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES - FFIEC 031

REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1996 (960331)
-----------
(RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with
member banks); 12 U.S.C. Section 1817 (State nonmember branches and consolidated subsidiaries in
banks); and 12 U.S.C. Section 161 (National banks). U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign
subsidiaries, or International Banking Facilities.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be
an authorized officer and the Report of Condition must be prepared in accordance with Federal Regulatory
attested to by not less than two directors (trustees) for authority instructions. NOTE: These instructions may
State nonmember banks and three directors for State member in some cases differ from generally accepted
and National banks. accounting principles.

I, Richard D. Nadler, Controller We, the undersigned directors (trustees), attest to
-------------------------------------------------------- the correctness of this Report of Condition
Name and Title of Officer Authorized to Sign Report (including the supporting schedules) and declare that
it has been examined by us and to the best of our
of the named bank do hereby declare that these Reports of knowledge and belief has been prepared in conformance
Condition and Income (including the supporting schedules) with the instructions issued by the appropriate
have been prepared in conformance with the instructions Federal regulatory authority and is true and correct.
issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief. /s/ FREDERICK L. CULLEN
-----------------------------------------------------
Director (Trustee)
/s/ (Illegible)
- ------------------------------------------------------------- /s/ WILLIAM M. BENNETT
Signature of Officer Authorized to Sign Report -----------------------------------------------------
Director (Trustee)

April 29, 1996 /s/ ALEX SHUMATE
- ------------------------------------------------------------- -----------------------------------------------------
Date of Signature Director (Trustee)
- -------------------------------------------------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the NATIONAL BANKS: Return the original only in the
appropriate Federal Reserve District Bank. special return address envelope provided. If express
mail is used in lieu of the special return address
STATE NONMEMBER BANKS: Return the original only in the envelope, return the original only to the FDIC, c/o
special return address envelope provided. If express mail is Quality Data Systems, 2127 Espey Court, Suite 204,
used in lieu of the special return address envelope, return Crofton, MD 21114.
the original only to the FDIC, c/o Quality Data Systems,
2127 Espey Court, Suite 204, Crofton, MD 21114.
- -------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number
----------- Banks should affix the address label in this space.
(RCRI 9050)
CALL NO. 195 31 03-31-96
STBK: 39-1580 00088 STCERT: 39-06659

BANK ONE, COLUMBUS, NATIONAL ASSOCIATION
101 EAST BROAD STREET
COLUMBUS, OH 43271

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</TABLE>

<PAGE> 35
<TABLE>
<S> <C> <C>
FFIEC 031
Page i
[ 2 ]

Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices

- ---------------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS

SIGNATURE PAGE COVER REPORT OF CONDITION
REPORT OF INCOME
Schedule RI-Income Statement . . . . . . . . . . RI-1, 2, 3 Schedule RC-Balance Sheet . . . . . . . . . . RC-1, 2
Schedule RI-A-Changes in Equity Capital . . . . . . . . RI-4 Schedule RC-A-Cash and Balances Due
Schedule RI-B-Charge-offs and Recoveries and From Depository Institutions . . . . . . . . RC-3
Changes in Allowance for Loan and Lease Schedule RC-B-Securities . . . . . . . . RC-3, 4, 5
Losses . . . . . . . . . . . . . . . . . . . . . RI-4, 5 Schedule RC-C-Loans and Lease Financing
Schedule RI-C--Applicable Income Taxes by Receivables:
Taxing Authority . . . . . . . . . . . . . . . . . . RI-5 Part I. Loans and Leases . . . . . . . . . RC-6, 7
Schedule RI-D--Income from International Part II. Loans to Small Businesse and
Operations . . . . . . . . . . . . . . . . . . . . . RI-6 Small Farms (including in the forms for
Schedule RI-E--Explanations . . . . . . . . . . . . RI-7, 8 June 30 only) . . . . . . . . . . . . . RC-7a, 7b
Schedule RC-D-Trading Assets and Liabilities
(to be completed only by selected banks) . . RC-8
Schedule RC-E-Deposit Liabilities . . . RC-9, 10, 11
Schedule RC-F-Other Assets . . . . . . . . . . RC-11
Schedule RC-G-Other Liabilities . . . . . . . . RC-11
Schedule RC-H-Selected Balance Sheet Items
for Domestic Offices . . . . . . . . . . . . RC-12
DISCLOSURE OF ESTIMATED BURDEN Schedule RC-I-Selected Assets and Liabilities
of IBFs . . . . . . . . . . . . . . . . . . . RC-13
The estimated average burden associated with this Schedule RC-K-Quarterly Averages . . . . . . . RC-13
information collection is 32.2 hours per respondent and is Schedule RC-L-Off-Balance Sheet
estimated to vary from 15 to 230 hours per response, Items . . . . . . . . . . . . . . . . RC-14, 15, 16
depending on individual circumstances. Burden estimates Schedule RC-M-Memoranda . . . . . . . . . . RC-17, 18
include the time for reviewing instructions, gathering and Schedule RC-N-Past Due and Nonaccrual
maintaining data in the required form, and completing the Loans, Leases, and Other Assets . . . . . RC-19, 20
information collection, but exclude the time for compiling Schedule RC-O-Other Data for Deposit
and maintaining business records in the normal course of a Insurance Assessments . . . . . . . . . . RC-21, 22
respondent's activities. Comments concerning the accuracy of Schedule RC-R-Regulatory Capital. . . . . . RC-23, 24
this burden estimate and suggestions for reducing this Optional Narrative Statement Concerning the
burden should be directed to the Office of Information and Amounts Reported in the Reports
Regulatory Affairs, Office of Management and Budget, of Condition and Income . . . . . . . . . . . RC-25
Washington, D.C. 20503, and to one of the following:
SPECIAL REPORT (TO BE COMPLETED BY ALL BANKS)

Secretary Schedule RC-J-Repricing Opportunities (sent only to
Board of Governors of the Federal Reserve System and to be completed only by savings banks)
Washington, D.C. 20551

Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219

Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429

For information or assistance, National and State nonmember banks should contact the FDIC's Call Reports Analysis
Unit, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC (3342), Monday through Friday between
8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
</TABLE>

<PAGE> 36
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-1
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9

</TABLE>
Consolidated Report of Income
For the period of January 1, 1996 - March 31, 1996

All report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.

Schedule RI -- Income Statement

<TABLE>
<CAPTION>
I480
-----------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate...................................................... 4011 28,227 1.a.(1)(a)
(b) Loans to depository institutions.................................................. 4019 1 1.a.(1)(b)
(c) Loans to finance agricultural production and other loans to farmers............... 4024 149 1.a.(1)(c)
(d) Commercial and industrial loans................................................... 4012 16,454 1.a.(1)(d)
(e) Acceptances of other banks........................................................ 4026 0 1.a.(1)(e)
(f) Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards and related plans................................................ 4054 104,465 1.a.(1)(f)(1)
(2) Other......................................................................... 4055 37,834 1.a.(1)(f)(2)
(g) Loans to foreign governments and official institutions............................ 4056 0 1.a.(1)(g)
(h) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:
(1) Taxable obligations........................................................... 4503 39 1.a.(1)(h)(1)
(2) Tax-exempt obligations........................................................ 4504 296 1.a.(1)(h)(2)
(i) All other loans in domestic offices............................................... 4058 1,529 1.a.(1)(i)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs......................... 4059 0 1.a.(2)
b. Income from lease financing receivables:
(1) Taxable leases........................................................................ 4505 14,923 1.b.(1)
(2) Tax-exempt leases..................................................................... 4307 26 1.b.(2)
c. Interest income on balances due from depository institutions:(1)
(1) In domestic offices................................................................... 4105 0 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs......................... 4106 0 1.c.(2)
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency and corporation obligations....... 4027 6,522 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities................................................................ 4506 0 1.d.(2)(a)
(b) Tax-exempt securities............................................................. 4507 757 1.d.(2)(b)
(3) Other domestic debt securities........................................................ 3657 228 1.d.(3)
(4) Foreign debt securities............................................................... 3658 55 1.d.(4)
(5) Equity securities (including investments in mutual funds)............................. 3659 58 1.d.(5)
e. Interest income from trading accounts..................................................... 4069 0 1.e
</TABLE>

- ---------------

(1) Includes interest income on time certificates of deposit not held for
trading.

<PAGE> 37
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-2
City, State, Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

Schedule RI--Continued

Year-to-date
-----------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest Income (continued)
f. Interest income on federal funds sold and securities purchased
under agreements to resell in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs........................................................... 4020 2,590 1.f.
g. Total interest income (sum of items 1.a through 1.f).................. 4107 214,153 1.g.
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts)............. 4508 203 2.a.(1)(a)
(b) Nontransaction accounts:
(1) Money market deposit accounts (MMDAs).................. 4509 13,777 2.a.(1)(b)(1)
(2) Other savings deposits................................. 4511 4,559 2.a.(1)(b)(2)
(3) Time certificates of deposit of $100,000 or more....... 4174 1,144 2.a.(1)(b)(3)
(4) All other time deposits................................ 4512 15,967 2.a.(1)(b)(4)
(2) Interest on deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs......................................... 4172 5,091 2.a.(2)
b. Expense of federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
its Edge and Agreement subsidiaries, and in IBFs................... 4180 18,534 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilites and other borrowed money................................ 4185 12,554 2.c.
d. Interest on mortgage indebtedness and obligations under
capitalized leases................................................. 4172 93 2.d.
e. Interest on subordinated notes and debentures...................... 4200 2,946 2.e.
f. Total interest expense (sum of Items 2.a through 2.e).............. 4073 74,868 2.f.

3. Net interest income (item 1.g minus 2.f)................................ RIAD 4074 139,285 3.
4. Provisions:
a. Provision for loan and lease losses................................ RIAD 4230 39,684 4.a.
b. Provision for allocated transfer risk.............................. RIAD 4243 0 4.b.
5. Noninterest income:
a. Income from fiduciary activities................................... 4070 4,542 5.a.
b. Service charges on deposit accounts in domestic offices............ 4080 9,967 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d)............................................. A220 0 5.c.
d. Other foreign transaction gains (losses)........................... 4076 86 5.d.
e. Not applicable.....................................................
f. Other noninterest income:
(1) Other fee income............................................... 5407 37,661 5.f(1)
(2) All other noninterest income*.................................. 5408 25,121 5.f(2)
g. Total noninterest income (sum of items 5.a through 5.f)............ RIAD 4079 77,377 5.g.
6. a. Realized gains (losses) on held-to-maturity securities............. RIAD 3521 (46) 6.a.
b. Realized gains (losses) on available-for-sale securities........... RIAD 3196 0 6.b.
7. Noninterest expense:
a. Salaries and employee benefits..................................... 4135 37,441 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage
interest).......................................................... 4217 6,879 7.b.
c. Other noninterest expense*......................................... 4092 114,261 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c)........... RIAD 4093 158,581 7.d.
8. Income (loss) before income taxes and extraordinary items and
other adjustments (item 3 plus or minus items 4.a, 4.b, 5.g,
6.a, 6.b, and 7.d)...................................................... RIAD 4301 18,351 8.
9. Applicable income taxes (on item 8)..................................... RIAD 4302 5,715 9.
10. Income (loss) before extraordinary items and other adjustments
(item 8 minus 9)........................................................ RIAD 4300 12,636 10.
</TABLE>

- ---------------

*Describe on Schedule RI-E--Explanations.

4
<PAGE> 38
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-3
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

Schedule RI--Continued

Year-to-date
-------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
11. Extraordinary items and other adjustments:
a. Extraordinary items and other adjustments,
gross of income taxes*........................................ 4310 0 11.a
b. Applicable income taxes (on item 11.a)*....................... 4315 0 11.b
c. Extraordinary items and other adjustments, net of income
taxes (item 11.a minus 11.b)................................. RIAD 4320 0 11.c.
12. Net income (loss) (sum of items 10 and 11.c)....................... RIAD 4340 12,636 12.
---------------------------------------------

Memoranda

I481
-------------
Year-to-date
-------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired
after August 7, 1986, that is not deductible for federal income tax purposes............... 4513 104 M.1.
2. Income from the sale and servicing of mutual funds and annuities in domestic offices
(included in Schedule RI, item 8).......................................................... 8431 312 M.2.
3.-4. Not applicable

5. Number of full-time equivalent employees on payroll at end of current period (round Number
to nearest whole number).................................................................... 4150 3,431 M.5.
6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying push MM DD YY
down accounting this calendar year, report the date of the bank's acquisition............... 9106 00/00/00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative instruments)
(sum of Memorandum items 8.a though 8.d must equal Schedule RI, item 5.c):
a. Interest rate exposures.................................................................. 8757 0 M.8.a.
b. Foreign exchange exposures............................................................... 8758 0 M.8.b.
c. Equity security and index exposures...................................................... 8759 0 M.8.c.
d. Commodity and other exposures............................................................ 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other than trading:
a. Net increase (decrease) to interest income............................................... 8761 (1,031) M.9.a.
b. Net (increase) decrease to interest expense.............................................. 8762 (4,780) M.9.b.
c. Other (noninterest) allocations.......................................................... 8763 (4,127) M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions)........................... A251 0 M.10.
------------------
</TABLE>

Describe on Schedule RI-E--Explanations.

5
<PAGE> 39
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-4
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RI-A--Changes in Equity Capital

Indicate decreases and losses in parentheses.

<TABLE>
<CAPTION>
I483
----------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

1. Total equity capital originally reported in the December 31, 1995, Reports of
Condition and Income.............................................................. 3215 501,192 1.
2. Equity capital adjustments from amended Reports of Income, net*................... 3216 (10,104) 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2).............. 3217 491,088 3.
4. Net income (loss) (must equal Schedule RI, item 12)............................... 4340 12,636 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net................ 4346 0 5.
6. Changes incident to business combinations, net.................................... 4356 0 6.
7. LESS: Cash dividends declared on preferred stock.................................. 4470 0 7.
8. LESS: Cash dividends declared on common stock..................................... 4460 16,000 8.
9. Cumulative effect of changes in accounting principles from prior years* (see
instructions for this schedule)................................................... 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions
for this schedule)................................................................ 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale
securities........................................................................ 8433 (2,611) 11.
12. Foreign currency translation adjustments.......................................... 4414 0 12.
13. Other transactions with parent holding company* (not included in items 5, 7,
or 8 above)....................................................................... 4415 0 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must
equal Schedule RC, item 28)....................................................... 3210 485,113 14.
</TABLE>

- ---------------

* Describe on Schedule RI-E--Explanations.

Schedule RI-B--Charge-offs and Recoveries and Changes in Allowance for Loan
and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I excludes charge-offs and recoveries through the allocated transfer risk
reserve.

<TABLE>
<CAPTION>
I486
----------------------------------------------
(Column A) (Column B)
Charge-offs Recoveries
----------------------------------------------
Calendar year-to-date
----------------------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addresses (domicile).................................. 4651 662 4661 396 1.a.
b. To non-U.S. addresses (domicile).............................. 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions.......... 4653 0 4663 0 2.a.
b. To foreign banks.............................................. 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to
farmers.......................................................... 4655 0 4665 0 3.
4. Commercial and industrial loans:
a. To U.S. addresses (domicile).................................. 4645 1,911 4617 250 4.a.
b. To non-U.S. addresses (domicile).............................. 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal
expenditures:
a. Credit cards and related plans................................ 4656 40,205 4666 3,839 5.a.
b. Other (includes single payment, installment, and all student
loans)........................................................ 4657 8,470 4667 7,514 5.b.
6. Loans to foreign governments and official institutions........... 4643 0 4627 0 6.
7. All other loans.................................................. 4644 211 4628 303 7.
8. Lease financing receivables:
a. Of U.S. addresses (domicile).................................. 4658 283 4668 173 8.a.
b. Of non-U.S. addresses (domicile).............................. 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8)................................. 4635 51,742 4605 12,475 9.
</TABLE>

6
<PAGE> 40
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-5
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RI-B--Continued

Part I. Continued

<TABLE>
<CAPTION>
(Column A) (Column B)
Charge-offs Recoveries
------------------------------------
Memoranda Calendar year-to-date
------------------------------------
Dollar Amount in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1-3. Not applicable
4. Loans to finance commercial real estate, construction, and land
development activities (not secured by real estate) included in
Schedule RI-B, part I, items 4 and 7, above......................... 5409 0 5410 42 M.4.
5. Loans secured by real estate in domestic offices (included in
Schedule RI-B, part I, item 1, above):
a. Construction and land development................................ 3582 288 3583 29 M.5.a.
b. Secured by farmland.............................................. 3584 0 3585 0 M.5.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit................ 5411 229 5412 1 M.5.c.(1)
(2) All other loans secured by 1-4 family residential
properties................................................... 5413 145 5414 128 M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties........ 3588 0 3589 118 M.5.d.
e. Secured by nonfarm nonresidential properties..................... 3590 0 3591 120 M.5.e.
</TABLE>

Part II. Changes in Allowance for Loan and Lease Losses

<TABLE>
<CAPTION>
-------------------
Dollar Amount in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Balance originally reported in the December 31, 1995, Reports of Condition and
Income............................................................................... 3124 152,121 1.
2. Recoveries (must equal part I, item 9, column B above)............................... 4605 12,475 2.
3. LESS: Charge-offs (must equal part I, item 9, column A above)........................ 4635 51,742 3.
4. Provision for loan and lease losses (must equal Schedule RI, item 4.a)............... 4230 39,684 4.
5. Adjustments* (see instructions for this schedule).................................... 4815 0 5.
6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC,
item 4.b)............................................................................ 3123 152,538 6.
- ----------
*Describe on Schedule RI-E--Explanations.
</TABLE>

Schedule RI-C--Applicable Income Taxes by Taxing Authority

<TABLE>
<CAPTION>
I489
-------------------
Dollar Amount in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Federal.............................................................................. 4780 N/A 1.
2. State and local...................................................................... 4790 N/A 2.
3. Foreign.............................................................................. 4795 N/A 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b)... 4770 N/A 4.
-----------------------
5. Deferred portion of item 4.................................... RIAD 4772 N/A 5.
--------------------------------------------
</TABLE>

7
<PAGE> 41
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-6
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RI-D--Income from International Operations

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.

Part I. Estimated Income from International Operations

<TABLE>
<CAPTION>
I492
------------------------------
Year-to-date
------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement
subsidiaries, and IBFs:
a. Interest income booked ........................................................ 4837 55 1.a.
b. Interest expense booked ....................................................... 4838 5,091 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries,
and IBFs (item 1.a minus 1.b) ................................................. 4839 (5,036) 1.c.
2. Adjustments for booking location of international operations:
a. Net interest income attributable to international operations booked at domestic
offices ....................................................................... 4840 0 2.a.
b. Net interest income attributable to domestic business booked at foreign
offices ....................................................................... 4841 0 2.b.
c. Net booking location adjustment (item 2.a minus 2.b) .......................... 4842 0 2.c.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations ................... 4097 0 3.a.
b. provision for loan and lease losses attributable to international operations .. 4235 0 3.b.
c. Other noninterest expense attributable to international operations ............ 4239 0 3.c.
d. Net noninterest income (expense) attributable to international operations
(item 3.a minus 3.b and 3.c) .................................................. 4843 0 3.d
4. Estimated pretax income attributable to international operations before capital
allocation adjustment (sum of items 1.c, 2.c, and 3.d) ........................... 4844 (5,036) 4.
5. Adjustment to pretax income for internal allocations to international operations
to reflect the effects of equity capital on overall bank funding costs ........... 4845 0 5.
6. Estimated pretax income attributable to international operations after capital
allocation adjustment (sum of items 4 and 5) ..................................... 4846 (5,036) 6.
7. Income taxes attributable to income from international operations as estimated
in item 6 ....................................................................... 4797 (1,763) 7.
8. Estimated net income attributable to international operations (item 6 minus 7) .. 4341 (3,273) 8.
---------------------------------

</TABLE>

Memoranda

<TABLE>
<CAPTION>
--------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Intracompany interest income included in item 1.a above ......................... 4847 0 M.1.
2. Intracompany interest expense included in item 1.b above ........................ 4848 0 M.2.
--------------------------------
</TABLE>

Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts

<TABLE>
<CAPTION>
Year-to-date
--------------------------------
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interest income booked at IBFs .................................................. 4849 0 1.
2. Interest expense booked at IBFs ................................................. 4850 0 2.
3. Noninterest income attributable to international operations booked at domestic
offices (excluding IBFs):
a. Gains (losses) and extraordinary items ....................................... 5491 0 3.a.
b. Fees and other noninterest income ............................................ 5492 0 3.b.
4. Provision for loan and lease losses attributable to international operations
booked at domestic offices (excluding IBFs) ..................................... 4852 0 4.
5. Other noninterest expense attributable to international operations booked
at domestic offices (excluding IBFs) ............................................ 4853 0 5.
--------------------------------
</TABLE>

8
<PAGE> 42
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-7
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RI-E--Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)

<TABLE>
<CAPTION>
I495
----
Year-to-date
------------
Dollar Amount in Thousands RIAD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2))
Report amounts that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains on other real estate owned............................................... 5415 0 1.a.
b. Net gains on sales of loans........................................................ 5416 0 1.b.
c. Net gains on sales of premises and fixed assets.................................... 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 5.f.(2):
d. TEXT 4461 Card Processing Income................................................... 4461 19,917 1.d.
e. TEXT 4462.......................................................................... 4462 1.e.
f. TEXT 4463.......................................................................... 4463 1.f.
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets.......................................... 4531 2,011 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net losses on other real estate owned.............................................. 5418 0 2.b.
c. Net losses on sales of loans....................................................... 5419 0 2.c.
d. Net losses on sales of premises and fixed assets................................... 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 7.c:
e. TEXT 4464 Card Processing Expense.................................................. 4464 29,392 2.e.
f. TEXT 4467 Interco Data Processing Expense.......................................... 4467 12,230 2.f.
g. TEXT 4468.......................................................................... 4468 2.g.
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable
income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary
items and other adjustments):
a. (1) TEXT 4469...................................................................... 4469 3.a.(1)
(2) Applicable income tax effect RIAD 4486 3.a.(2)
b. (1) TEXT 4487...................................................................... 4487 3.b.(1)
(2) Applicable income tax effect RIAD 4488 3.b.(2)
c. (1) TEXT 4489...................................................................... 4489 3.c.(1)
(2) Applicable income tax effect RIAD 4491 3.c.(2)
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2)
(itemize and describe all adjustments):
a. TEXT 4492 Amended 1995 Call Reports (Securitization Adjstmt)....................... 4492 (10,104) 4.a.
b. TEXT 4493.......................................................................... 4493 4.b.
5. Cumulative effect of changes in accounting principles from prior years (from
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles):
a. TEXT 4494.......................................................................... 4494 5.a.
b. TEXT 4495.......................................................................... 4495 5.b.
6. Corrections of material accounting errors from prior years (from Schedule RI-A,
item 10) (itemize and describe all corrections):
a. TEXT 4496.......................................................................... 4496 6.a.
b. TEXT 4497.......................................................................... 4497 6.b.
</TABLE>

9
<PAGE> 43
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RI-8
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RI-E--Continued

<TABLE>
<CAPTION>
Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13)
(itemize and describe all such transactions):
a. TEXT 4498 ...................................................................... 4498 7.a.
b. TEXT 4499 ...................................................................... 4499 7.b.
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B,
part II, item 5) (itemize and describe all adjustments):
a. TEXT 4521 ...................................................................... 4521 8.a.
b. TEXT 4522 ...................................................................... 4522 8.b.
9. Other explanations (the space below is provided for the bank to briefly describe, 1498 1499
at its option, any other significant items affecting the Report of Income):
No comment / / (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>

10
<PAGE> 44
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-1
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>
C400
-----------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).............................. 0081 962,560 1.a.
b. Interest-bearing balances(2)....................................................... 0071 0 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)......................... 1754 41,367 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)....................... 1773 486,342 2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold................................................................. 0276 65,726 3.a.
b. Securities purchased under agreements to resell.................................... 0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 5,922,522 4.a.
b. LESS: Allowance for loan and lease losses.................... RCFD 3123 152,538 4.b.
c. LESS: Allocated transfer risk reserve........................ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b and 4.c)...................................................... 2125 5,769,984 4.d.
5. Trading assets (from Schedule RC-D).................................................. 3545 0 5.
6. Premises and fixed assets (including capitalized leases)............................. 2145 63,247 6.
7. Other real estate owned (from Schedule RC-M)......................................... 2150 5,004 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)....................................................................... 2130 647 8.
9. Customers' liability to this bank on acceptances outstanding......................... 2155 6,156 9.
10. Intangible assets (from Schedule RC-M)............................................... 2143 38,735 10.
11. Other assets (from Schedule RC-F).................................................... 2160 343,802 11.
12. Total assets (sum of items 1 through 11)............................................. 2170 7,783,570 12.
</TABLE>
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

11
<PAGE> 45
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-2
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC -- Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
Bil Mil Thou
------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,
part I)...................................................................... RCON 2200 4,417,830 13.a.
(1) Noninterest-bearing(1)...................... RCON 6631 1,441,341 13.a.(1)
(2) Interest-bearing............................ RCON 6636 2,976,489 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II)...................................................... RCFN 2200 323,045 13.b.
(1) Noninterest-bearing......................... RCFN 6631 0 13.b.(1)
(2) Interest-bearing............................ RCDN 6636 323,045 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federl funds purchased....................................................... RCFD 0278 1,388,805 14.a.
b. Securities sold under agreements to repurchase............................... RCFD 0279 0 14.b.
15. a. Demand notes issued to the U.S. Treasury..................................... RCON 2840 37,864 15.a.
b. Trading liabilities (from Schedule RC-D)..................................... RCFD 3548 0 15.b.
16. Other borrowed money:
a. With a remaining maturity of one year or less................................ RCFD 2332 580,146 16.b.
b. With a remaining maturity of more than one year.............................. RCFD 2333 152,051 16.b.
17. Mortgage indebtedness and obligations under capitalized leases.................. RCFD 2910 4,061 17.
18. Bank's liability on acceptances executed and outstanding........................ RCFD 2920 6,156 18.
19. Subordinated notes and debentures............................................... RCFD 3200 189,262 19.
20. Other liabilities (from Schedule RC-G).......................................... RCFD 2930 199,237 20.
21. Total liabilities (sum of items 13 through 20).................................. RCFD 2948 7,298,457 21.

22. Limited-life preferred stock and related surplus................................ RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................... RCFD 3838 0 23.
24. Common stock.................................................................... RCFD 3230 20,738 24.
25. Surplus (exclude all surplus related to preferred stock)........................ RCFD 3839 107,356 25.
26. a. Undivided profits and capital reserves....................................... RCFD 3632 357,899 26.b.
b. Net unrealized holding gains (losses) on available-for-sale securities....... RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments............................. RCFS 3284 0 27.
28. Total equity capital (sum of items 23 through 27)............................... RCFD 3210 485,113 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22, and 28)........................................................... RCFD 3300 7,783,570 29.
-----------------------
</TABLE>

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed
for the bank by independent external auditors as of Number
any date during 1995......................................RCFD 6724 2 M.1.

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

- ------------

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

12
<PAGE> 46
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-3
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-A -- Cash and Balances Due From Depository Institutions

Exclude assets held for trading

<TABLE>
<CAPTION>
C405
------------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Offices
------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Cash items in process of collection, unposted debits, and currency and
coin...................................................................... 0022 562,581 1.
a. Cash items in process of collection and unposted debits................ 0020 519,427 1.a.
b. Currency and coin...................................................... 0080 43,154 1.b.
2. Balances due from depository institutions in the U.S...................... 0082 25,887 2.
a. U.S. branches and agencies of foreign banks (including their IBFs)..... 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository institutions
in the U.S. (including their IBFs)..................................... 0085 25,887 2.b.
3. Balances due from banks in foreign countries and foreign central banks.... 0070 2,423 3.
a. Foreign branches of other U.S. banks................................... 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks............. 0074 2,423 3.b.
4. Balances due from Federal Reserve Banks................................... 0090 371,669 0090 371,669 4.
5. Total (sum of items 1 through 4) (total of column A must equal
Schedule RC, sum of items 1.a and 1.b).................................... 0010 962,560 0010 962,560 5.
</TABLE>

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included it item 2,
column B above)................................................................................ 0050 25,887 M.1.
</TABLE>

Schedule RC-B -- Securities

Include assets held for trading.

<TABLE>
<CAPTION>
C410
--------------------------------------------------------------------------
Held-to-Maturity Available-for-sale
--------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Fair Amortized Fair
Cost Value Cost Value(1)
--------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. U.S. Treasury securities............ 0211 0 0213 0 1286 125,705 1287 123,748 1.
2. U.S. Government agency and corporate
obligations (exclude mortgage-backed
securities):........................
a. Issued by U.S. Government
agencies(2)...................... 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S. Government-
sponsored agencies(3)............ 1294 0 1295 0 1297 313,023 1298 313,147 2.b.
</TABLE>

- ---------------

(1) Includes equity securities without readily determinable fair
values at historical cost in item 6.c, column D.

(2) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.

(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.

13
<PAGE> 47
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-4
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-B--Continued

<TABLE>
<CAPTION>
Held-to-maturity Available-for-sale
---------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized cost Fair Value(1)
---------------------------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3. Securities issued by states
and political subdivisions
in the U.S.:
a. General obligations......... 1676 11,406 1677 15,315 1678 0 1679 0 3.a.
b. Revenue obligations......... 1681 14,013 1686 11,805 1690 645 1691 665 3.b.
c. Industrial development
and similar obligations..... 1694 9,463 1695 9,513 1696 0 1697 0 3.c.
4. Mortgage-backed
securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA...... 1698 0 1699 0 1701 0 1702 0 4.a.(1)
(2) Issued by FNMA and
FHLMC................... 1703 0 1705 0 1706 15,534 1707 15,817 4.a.(2)
(3) Other pass-through
securities.............. 1709 3,735 1710 3,581 1711 6,351 1713 6,487 4.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped MBS):
(1) Issued or guaranteed
by FNMA, FHLMC, or
GNMA.................... 1714 0 1715 0 1716 21,750 1717 21,773 4.b.(1)
(2) Collateralized by MBS
issued or guaranteed
by FNMA, FHLMC, or
GNMA.................... 1718 0 1719 0 1731 0 1732 0 4.b.(2)
(3) All other mortgage-
backed securities....... 1733 0 1734 0 1735 241 1736 242 4.b.(3)
5. Other debt securities:
a. Other domestic debt
securities.................. 1737 0 1738 0 1739 603 1741 619 5.a.
b. Foreign debt securities..... 1742 2,750 1743 2,750 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual
funds....................... 1747 0 1748 0 6.a.
b. Other equity securities
with readily determinable
fair values................. 1749 0 1751 0 6.b.
c. All other equity
securities(1)............... 1752 3,844 1753 3,844 6.c.
7. Total (sum of items 1 through
6) (total of column A must
equal Schedule RC, item 2.a)
(total of column D must equal
Schedule RC, item 2.b)......... 1754 41,367 1771 42,964 1772 487,696 1773 486,342 7.
</TABLE>

- -----------------------
(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.3, column D.

14
<PAGE> 48
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-5
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-B--Continued

<TABLE>
<CAPTION>
C412
Memoranda Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Pledged securities(2)...................................................................... 0416 513,450 M.1.
2. Maturity and repricing data for debt securities(2),(3),(4) (excluding those in
nonaccrual status):
a. Fixed rate debt securities with a remaining maturity of:
(1) Three months or less.............................................................. 0343 44 M.2.a.(1)
(2) Over three months through 12 months............................................... 0344 2,795 M.2.a.(2)
(3) Over one year through five years.................................................. 0345 192,980 M.2.a.(3)
(4) Over five years................................................................... 0346 31,958 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1)
through 2.a.(4)................................................................... 0347 227,777 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of:
(1) Quarterly or more frequently...................................................... 4544 293,077 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly................... 4545 2,250 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually............ 4551 0 M.2.b.(3)
(4) Less frequently than every five years............................................. 4552 761 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1)
through 2.b.(4)).................................................................. 4553 296,088 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal
total debt securities from Schedule RC-B, sum of items 1 through 5, columns A and D,
minus nonaccrual debt securities included in Schedule RC-N, item 9, column C).......... 0393 523,865 M.2.c.
3. Not applicable
4. Held-to-maturity debt securities restructured and in compliance with modified terms
(included in Schedule RC-B, items 3 through 5, column A, above)............................ 5365 0 M.4.
5. Not applicable
6. Floating rate debt securities with a remaining maturity of one year or less(2),(4)
(included in Memorandum items 2.b.(1) through 2.b.(4) above)............................... 5519 190,099 M.6.
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale
or trading securities during the calendar year-to-date (report the amortized cost at date
of sale or transfer)....................................................................... 1778 0 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, item 4.b):
a. Amortized cost......................................................................... 8780 0 M.8.a.
b. Fair value............................................................................. 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale accounts in
Schedule RC-B, items 2, 3, and 5):
a. Amortized cost......................................................................... 8782 15,469 M.9.a.
b. Fair value............................................................................. 8783 15,372 M.9.b.
</TABLE>

- ---------------

(2) Includes held-to-maturity securities at amortized cost and available-for-
sale securities at fair value.
(3) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(4) Memorandum items 2 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.

15
<PAGE> 49
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-6
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts
reported in this schedule. Report total loans and leases, net of unearned
income. Excludes assets held for trading.

<TABLE>
<CAPTION>
C415
-----------------------------------------------------
(Column A) (Column B)
Consolidated Domestic
Bank Bank
------------------------ -------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Loans secured by real estate .............................. 1410 1,251,689 1.
a. Construction and land development....................... 1415 151,666 1.a.
b. Secured by farmland (including farm residential and
other improvements)..................................... 1420 7,482 1.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family
residential properties and extended under lines of
credit.............................................. 1797 405,462 1.c.(1)
(2) All other loans secured by 1-4 family residential
properties:
(a) Secured by first liens 5367 195,197 1.c.(2)(a)
(b) Secured by junior liens......................... 5368 110,861 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential
properties.............................................. 1460 39,969 1.d.
e. Secured by nonfarm nonresidential properties............ 1480 341,052 1.e.
2. Loans to depository institutions:
a. To commercial banks in the U.S. ........................ 1505 55 2.a.
(1) To U.S. Branches and agencies of foreign banks...... 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. .............. 1507 55 2.a.(2)
b. To other depository institutions in the U.S. ........... 1517 134 1517 134 2.b.
c. To banks in foreign countries........................... 1510 0 2.c.
(1) To foreign branches of other U.S. banks............. 1513 0 2.c.(1)
(2) To other banks in foreign countries................. 1516 0 2.c.(2)
3. Loans to finance agricultural production and other loans
to farmers................................................. 1590 7,020 1590 7,020 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)........................... 1763 897,749 1763 897,749 4.a.
b. To non-U.S. addressees (domicile)....................... 1764 5,759 1764 5,759 4.b.
5. Acceptances of other banks:
a. Of U.S. banks........................................... 1756 0 1756 0 5.a.
b. Of foreign banks........................................ 1757 0 1757 0 5.b.
6. Loans to individuals for household, family, and other
personal expenditures (i.e., consumer loans) (includes
purchased paper)........................................... 1975 2,773,585 6.
a. Credit cards and related plans (includes check credit
and other revolving credit plans)....................... 2008 2,094,884 6.a.
b. Other (includes single payment, installment, and all
student loans).......................................... 2011 678,701 6.b.
7. Loans to foreign governments and official institutions
(including foreign central banks).......................... 2081 0 2081 0 7.
8. Obligations (other than securities and leases) of states
and political subdivisions in the U.S. (includes nonrated
industrial development obligations)........................ 2107 17,125 2107 17,125 8.
9. Other loans................................................ 1563 130,315 9.
a. Loans for purchasing or carrying securities (secured
and unsecured)......................................... 1545 10,116 9.a.
b. All other loans (exclude consumer loans)................ 1564 120,199 9.b.

10. Lease financing receivables (net of unearned income)....... 2165 841,362 10.
a. Of U.S. addressees (domicile)........................... 2182 841,362 10.a.
b. Of non-U.S. addressees (domicile)....................... 2183 2120 10.b.
11. LESS: Any unearned income on loans reflected in items
1-9 above.................................................. 2123 2,271 2123 2,271 11.
12. Total loans and leases, net of unearned income (sum of
items 1 through 10 minus item 11) (total of column A must
equal Schedule RC, item 4.a)................................ 2122 5,922,522 2122 5,922,552 12.
------------------------------------------------------
</TABLE>

<PAGE> 50
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-7
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-C--Continued

Part I. Continued

Memoranda

(Column A) (Column B)
Consolidated Consolidated
Bank Offices
--------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above..................... 1496 0 1496 0 M.1
2. Loans and leases restructured and in compliance with modified terms
(included in Schedule RC-C, part I, above and not reported as past due
or nonaccrual in Schedule RC-N, Memorandum item 1):
a. Loans secured by real estate:
(1) To U.S. addressees (domicile)......................................... 1687 0 M.2.a(1)
(2) To non-U.S. addressees (domicile)..................................... 1689 0 M.2.a(2)
b. All other loans and all lease financing receivables (exclude loans to
individuals for household, family, and other personal expenditures)........ 8691 0 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addressees (domicile) included in Memorandum item 2.b above....... 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases(1)(excluding those
in nonaccrual status):
a. Fixed rate loans and leases with a remaining maturity of:
(1) Three months or less.................................................. 0348 162,414 M.3.a(1)
(2) Over three months through 12 months................................... 0349 285,916 M.3.a(2)
(3) Over one year through five years...................................... 0356 1,507,068 M.3.a(3)
(4) Over five years....................................................... 0357 173,705 M.3.a(4)
(5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1)
through 3.a.(4))...................................................... 0358 2,128,705 M.3.a(5)
b. Floating rate loans with a repricing frequency of:
(1) Quarterly or more frequently.......................................... 4554 3,116,405 M.3.b(1)
(2) Annually or more frequently, but less frequently than quarterly....... 4555 652,784 M.3.b(2)
(3) Every five years or more frequently, but less frequently than
annually.............................................................. 4561 6,378 M.3.b(3)
(4) Less frequently than every five years................................. 4564 0 M.3.b(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.1 through
3.b.(4)).............................................................. 4567 3,775,567 M.3.b(5)
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) (must
equal the sum of total loans and leases, net, from Schedule RC-C, part I,
item 12, plus unearned income from Schedule RC-C, part I, item 11, minus
total nonaccrual loans and leases from Schedule RC-N, sum of items
1 through 8, column C)..................................................... 1479 5,904,272 M.3.c.
d. Floating rate loans with a remaining maturity of one year or less
(included in Memorandum items 3.b.(1) through 3.b.(4) above ............... A246 443,203 M.3.d.
4. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in Schedule RC-C, part I,
items 4 and column A, page RC-6(2)............................................ 2746 17,306 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, above)..... 5369 0 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family RCON Bil Mil Thou
residential properties (included in Schedule RC-C, part I, item 1.c.(2)(a), ------------------
column B, page RC-6).......................................................... 5370 88,817 M.6.
</TABLE>

- ---------------

(1) Memorandum item 3 is not applicable to savings banks that must complete
Schedule RC-J.

(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.

<PAGE> 51
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-8
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-D--Trading Assets and Liabilities

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).

<TABLE>
<CAPTION>
C420
Dollar Amounts in Thousands Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. U.S. Treasury securities in domestic offices............................................ RCON 3531 0 1.
2. U.S. Government agency and corporation obligations in domestic offices
(exclude mortgage-backed securities).................................................... RCON 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. in
domestic offices........................................................................ RCON 3533 0 3.
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA................. RCON 3534 0 4.a
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
(include CMOs, REMICs, and stripped MBS)............................................. RCON 3535 0 4.b
c. All other mortgage-backed securities................................................. RCON 3536 0 4.c
5. Other debt securities in domestic offices............................................... RCON 3537 0 5.
6. Certificates of deposit in domestic offices............................................. RCON 3538 0 6.
7. Commercial paper in domestic offices.................................................... RCON 3539 0 7.
8. Bankers acceptances in domestic offices................................................. RCON 3540 0 8.
9. Other trading assets in domestic offices................................................ RCON 3541 0 9.
10. Trading assets in foreign offices....................................................... RCFN 3542 0 10.
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and
equity contracts:
a. In domestic offices.................................................................. RCON 3543 0 11.a
b. In foreign offices................................................................... RCFN 3544 0 11.b
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)....... RCFD 3545 0 12.

LIABILITIES
13. Liability for short positions........................................................... RCFD 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and
equity contracts........................................................................ RCFD 3547 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item
15.b)................................................................................... RCFD 3548 0 15.
</TABLE>

18
<PAGE> 52
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-9
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-E--Deposit Liabilities

Part I. Deposits in Domestic Offices

<TABLE>
<CAPTION>
C425
-----------------------------------------------------------------
Nontransaction
Transaction Accounts Accounts
-----------------------------------------------------------------
(Column A) (Column B) (Column C)
Total Memo: Total Total
transaction demand nontransaction
accounts deposits accounts
(including total (included in (including
demand deposits) column A) MMDAs)
------------------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits of:
1. Individuals, partnerships, and corporations.. 2201 1,160,646 2240 1,095,315 2346 2,828,444 1.
2. U.S. Government.............................. 2202 7,989 2280 7,989 2520 0 2.
3. States and political subdivisions in the
U.S.......................................... 2203 69,212 2290 63,197 2530 25,311 3.
4. Commercial banks in the U.S.................. 2206 168,802 2310 168,802 2550 51,388 4.
5. Other depository institutions in the U.S..... 2207 11,063 2312 11,063 2349 0 5.
6. Banks in foreign countries................... 2213 2,092 2320 2,092 2236 0 6.
7. Foreign governments and official institutions
(including foreign central banks)............ 2216 0 2300 0 2377 0 7.
8. Certified and official checks................ 2330 92,883 2330 92,883 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC, item
13.a)........................................ 2215 1,512,687 2210 1,441,341 2385 2,905,143 9.
</TABLE>

Memoranda

<TABLE>
<CAPTION>
-------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts............. 6835 242,204 M.1.a.
b. Total brokered deposits......................................................... 2365 3,529 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000............................... 2343 85 M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less... 2344 3,077 M.1.c.(2)
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with
a remaining maturity of one year or less (included in Memorandum
item 1.c.(1) above)......................................................... A243 28 M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a
remaining maturity of one year or less (included in Memorandum item 1.b
above)...................................................................... A244 900 M.1.d.(2)
e. Preferred deposits (uninsured deposits of states and political subdivisions in
the U.S. reported in item 3 above which are secured or collateralized as
required under state law)....................................................... 5590 93,885 M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through
2.d must equal item 9, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)....................................... 6810 1,340,536 M.2.a.(1)
(2) Other savings deposits (excludes MMDAs)..................................... 0352 507,335 M.2.a.(2)
b. Total time deposits of less than $100,000....................................... 6648 949,669 M.2.b.
c. Time certificates of deposit of $100,000 or more................................ 6645 107,603 M.2.c.
d. Open-account time deposits of $100,000 or more.................................. 6646 0 M.2.d.
3. All NOW accounts (included in column A above)...................................... 2398 71,346 M.3.
4. Not applicable
</TABLE>

19
<PAGE> 53
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-10
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

SCHEDULE RC-E--Continued

Part I. Continued

<TABLE>
<CAPTION>
Memoranda (continued)

Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
5. Maturity and repricing data for time deposits of less than $100,000
(sum of Memorandum items 5.a.(1) through 5.b.(3) must equal Memorandum
item 2.b above):(1)
a. Fixed rate time deposits of less than $100,000 with a remaining maturity of:
(1) Three months or less....................................................... A225 178,410 M.5.a.(1)
(2) Over three months through 12 months........................................ A226 347,462 M.5.a.(2)
(3) Over one year.............................................................. A227 423,797 M.5.a.(3)
b. Floating rate time deposits of less than $100,000 with a repricing
frequency of:
(1) Quarterly or more frequently............................................... A228 0 M.5.b.(1)
(2) Annually or more frequently, but less frequently than quarterly............ A229 0 M.5.b.(2)
(3) Less frequently than annually.............................................. A230 0 M.5.b.(3)
c. Floating rate time deposits of less than $100,000 with a remaining maturity
of one year or less (included in Memorandum items 5.b.(1) through 5.b.(3)
above)......................................................................... A231 0 M.5.c.
6. Maturity and repricing data for time deposits of $100,000 or more (i.e., time
certificates of deposit of $100,000 or more and open-account time deposits of
$100,000 or more) (sum of Memorandum items 6.a.(1) through 6.b.(4) must equal
the sum of Memorandum items 2.c and 2.d above):(1)
a. Fixed rate time deposits of $100,000 or more with a remaining
maturity of:
(1) Three months or less....................................................... A232 57,323 M.6.a.(1)
(2) Over three months through 12 months........................................ A233 33,611 M.6.a.(2)
(3) Over one year through five years........................................... A234 14,520 M.6.a.(3)
(4) Over five years............................................................ A235 2,149 M.6.a.(4)
b. Floating rate time deposits of $100,000 or more with a repricing
frequency of:
(1) Quarterly or more frequently............................................... A236 0 M.6.b.(1)
(2) Annually or more frequently, but less frequently than quarterly............ A237 0 M.6.b.(2)
(3) Every five years or more frequently, but less frequently than annually..... A238 0 M.6.b.(3)
(4) Less frequently than every five years...................................... A239 0 M.6.b.(4)
c. Floating rate time deposits of $100,000 or more with a remaining maturity
of one year or less (included in Memorandum items 6.b.(1) through
6.b.(4) above)................................................................. A240 0 M.6.c.
</TABLE>

- ---------------

(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.

20
<PAGE> 54
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-11
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-E--Continued

Part II. Deposits in Foreign Offices (including Edge and Agreement
subsidiaries and IBFs)

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFN Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits of:
1. Individuals, partnerships, and corporations............................................. 2621 323,045 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks).......................... 2623 0 2.
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs)................................................................... 2625 0 3.
4. Foreign governments and official institutions (including foreign central banks)......... 2650 0 4.
5. Certified and official checks........................................................... 2330 0 5.
6. All other deposits...................................................................... 2668 0 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b).................... 2200 323,045 7.
</TABLE>

Memorandum
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RCFN Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Time deposits with a remaining maturity of one year or less (included in Part II,
item 7 above)........................................................................... A245 319,000 M.1.
</TABLE>

Schedule RC-F--Other Assets

<TABLE>
<CAPTION>
C430
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Income earned, not collected on loans................................................... 2164 51,685 1.
2. Net deferred tax assets(1).............................................................. 2148 0 2.
3. Excess residential mortgage servicing fees receivable................................... 5371 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item)....................... 2168 292,117 4.
TEXT RCFD
---- ----
a. 3549: Cash Surrender Value of Life Insurance.........................3549 132,008 4.a.
b. 3550:................................................................3550 4.b.
c. 3551:................................................................3551 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11)...................... 2160 343,802 5.
</TABLE>

Memorandum

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes.......................... 5610 0 M.1.
</TABLE>

Schedule RC-G--Other Liabilities

<TABLE>
<CAPTION>
C435
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2)................... RCON 3645 25,877 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable)............ 3646 86,850 1.b.
2. Net deferred tax liabilities(1)......................................................... 3049 42,707 2.
3. Minority interest in consolidated subsidiaries.......................................... 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item)....................... 2938 43,803 4.
TEXT RCFD
---- ----
a. 3552: Deferred Fees Received on Swaps................................. 3552 37,497 4.a.
b. 3553:................................................................. 3553 4.b.
c. 3554:................................................................. 3554 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)...................... 2930 199,237 5.
</TABLE>

- ---------------

(1) See discussion of deferred income taxes in Glossary entry on "income taxes."

(2) For savings banks, include "dividends" accrued and unpaid on deposits.

<PAGE> 55
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-12
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-H--Selected Balance Sheet Items for Domestic Offices

C440
Domestic Offices
--------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Customer's liability to this bank on acceptances outstanding..................................... 2155 6,156 1.
2. Bank's liability on acceptances executed and outstanding......................................... 2920 6,156 2.
3. Federal funds sold and securities purchased under agreements to resell........................... 1350 65,726 3.
4. Federal funds purchased and securities sold under agreements to repurchase....................... 2800 1,388,805 4.
5. Other borrowed money............................................................................. 3190 732,197 5.
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs...................... 2163 N/A 6.
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs........................ 2941 323,720 7.
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries,
and IBFs)........................................................................................ 2192 7,780,759 8.
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries,
and IBFs)........................................................................................ 3129 6,971,926 9.
</TABLE>

Items 10-17 include held-to-maturity and available-for-sale securities in
domestic offices:

<TABLE>
<CAPTION>
RCON Bil Mil Thou
--------------------
<S> <C> <C> <C>
10. U.S. Treasury securities......................................................................... 1779 123,748 10.
11. U.S. Government agency and corporation obligations (exclude mortgage-backed securities).......... 1785 313,147 11.
12. Securities issued by states and political subdivisions in the U.S. .............................. 1786 35,547 12.
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA.............................................. 1787 15,817 13.a.(1)
(2) Other pass-through securities............................................................. 1869 10,222 13.a.(2)
b. Other mortgage-backed securities (include CMOs REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA.............................................. 1877 21,773 13.b.(1)
(2) All other mortgage-backed securities...................................................... 2253 242 13.b.(2)
14. Other domestic debt securities................................................................... 3159 619 14.
15. Foreign debt securities.......................................................................... 3160 0 15.
16. Equity services:
a. Investments in mutual funds................................................................... 3161 0 16.a.
b. Other equity securities with readily determinable fair values................................. 3162 0 16.b.
c. All other equity securities................................................................... 3169 3,844 16.c.
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16)............ 3170 524,959 17.
</TABLE>

Memorandum (to be completed only by banks with IBFs and other "foreign" offices)

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCON Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EITHER
1. Net due from the IBF of the domestic offices of the reporting bank.............................. 3051 N/A M.1.
OR
2. Net due to the IBF of the domestic offices of the reporting bank................................ 3059 N/A M.2.

</TABLE>

22
<PAGE> 56
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-13
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-I--Selected Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other "foreign" offices.

<TABLE>
<CAPTION>
C445
-----------------------
Dollar Amounts in Thousands RCFN Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)......... 2133 N/A 1.
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I,
item 12, column A).................................................................... 2076 N/A 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4,
column A)............................................................................. 2077 N/A 3.
4. Total IBF liabilities (component of Schedule RC, item 21)............................. 2898 N/A 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of
Schedule RC-E, part II, items 2 and 3)................................................ 2379 N/A 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4,
5, and 6).............................................................................. 2381 N/A 6.

</TABLE>

Schedule RC-K--Quarterly Averages(1)

<TABLE>
<CAPTION>
C455
----------------------------
Dollar Amounts in Thousands Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Interest-bearing balances due from depository institutions...................... RCFD 3381 0 1.
2. U.S. Treasury securities and U.S. Government agency and corporation
obligations(2).................................................................. RCFD 3382 451,253 2.
3. Securities issued by states and political subdivisions in the U.S.(2)........... RCFD 3383 37,937 3.
4. a. Other debt securities(2)................................................... RCFD 3647 14,563 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal
Reserve stock)............................................................. RCFD 3648 3,844 4.b.
5. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs......................................................................... RCFD 3365 191,275 5.
6. Loans:
a. Loans in domestic offices:
(1) Total loans............................................................ RCON 3360 5,568,129 6.a.(1)
(2) Loans secured by real estate........................................... RCON 3385 1,243,081 6.a.(2)
(3) Loans to finance agricultural production and other loans to
farmers................................................................ RCON 3386 7,140 6.a.(3)
(4) Commercial and industrial loans........................................ RCON 3387 838,553 6.a.(4)
(5) Loans to individuals for household, family, and other personal
expenditures........................................................... RCON 3388 3,430,610 6.a.(5)
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and
IBFs........................................................................ RCFN 3360 0 6.b.
7. Trading assets.................................................................. RCFD 3401 0 7.
8. Lease financing receivables (net of unearned income)............................ RCFD 3484 774,654 8.
9. Total assets(4)................................................................. RCFD 3368 8,224,095 9.

LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS
accounts, and telephone and preauthorized transfer accounts) (exclude
demand deposits)................................................................ RCON 3485 56,096 10.
11. Nontransaction accounts in domestic offices:
a. Money market deposit accounts (MMDAs)....................................... RCON 3486 1,354,440 11.a.
b. Other savings deposits...................................................... RCON 3487 520,864 11.b.
c. Time certificates of deposit of $100,000 or more............................ RCON 3345 112,405 11.c.
d. All other time deposits..................................................... RCON 3469 974,532 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries,
and IBFs........................................................................ RCFN 3404 335,961 12.
13. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs......................................................................... RCFD 3353 1,487,303 13.
14. Other borrowed money............................................................ RCFD 3355 738,061 14.
</TABLE>

- ---------------

(1) For all items, banks have the option of reporting either (1) an average of
daily figures for the quarter, or (2) an average of weekly figures (i.e.,
the Wednesday of each week of the quarter).
(2) Quarterly averages for all debt securities should be based on amortized
cost.
(3) Quarterly averages for all equity securities should be based on historical
cost.
(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.

23
<PAGE> 57
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-1
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

<TABLE>
<CAPTION>
C460
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g.,
home equity lines................................................................ 3814 385,334 1.a.
b. Credit card lines................................................................ 3815 25,137,296 1.b.
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate............................. 3816 105,690 1.c.(1)
(2) Commitments to fund loans not secured by real estate......................... 6550 9,865 1.c.(2)
d. Securities underwriting.......................................................... 3817 0 1.d.
e. Other unused commitments......................................................... 3818 1,990,151 1.e.
2. Financial standby letters of credit and foreign office guarantees................... 3819 450,077 2.
a. Amount of financial standby letters of credit conveyed to
others..................................................... RCFD 3820 158,530 2.a.
3. Performance standby letters of credit and foreign office guarantees................. 3821 83,312 3.
a. Amount of performance standby letters of credit conveyed to
others..................................................... RCFD 3822 21,629 3.a.
4. Commercial and similar letters of credit............................................ 3411 43,635 4.
5. Participations in acceptances (as described in the instructions) conveyed to others
by the reporting bank............................................................... 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by the
reporting (nonaccepting) bank....................................................... 3429 0 6.
7. Securities borrowed................................................................. 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is
indemnified against loss by the reporting bank)..................................... 3433 0 8.
9. Loans transferred (i.e., sold or swapped) with recourse that have been treated
as sold for Call Report purposes:
a. FNMA and FHLMC residential mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date......................................................................... 3650 0 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date......... 3651 0 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools:
(1) Outstanding principal balance of mortgages tarnsferred as of the report
date......................................................................... 3652 0 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date......... 3653 0 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools:
(1) Outstanding principal balance of mortgages transferred as of the report
date......................................................................... 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date......... 3655 0 9.c.(2)
d. Small business obligations transferred with recourse under Section 208 of the
Riegle Community Development and Regulatory Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations transferred
as of the report date........................................................ A249 0 9.d.(1)
(2) Amount of retained recourse on these obligations as of the report date....... A250 0 9.d.(2)
10. When-issued securities:
a. Gross commitments to purchase..................................................... 3434 0 10.a.
b. Gross commitments to sell......................................................... 3435 0 10.b.
11. Spot foreign exchange contracts...................................................... 8765 11,896 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital")..................................................... 3430 0 12.
a. TEXT 3555: ................................................ RCFD 3555 12.a.
b. TEXT 3556: ................................................ RCFD 3556 12.b.
c. TEXT 3557: ................................................ RCFD 3557 12.c.
d. TEXT 3558: ................................................ RCFD 3558 12.d.
</TABLE>

<PAGE> 58
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-15
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-l--Continued

Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
13. All other off-balance sheet assets (exclude off-balance sheet derivatives)
(itemize and describe each component of this item over 25% of Schedule RC,
item 28, "Total equity capital")................................................ 5591 114,387 13.
a. TEXT 5592................................................... RCFD 5592 13.a.
b. TEXT 5593................................................... RCFD 5593 13.b.
c. TEXT 5594................................................... RCFD 5594 13.c.
d. TEXT 5595................................................... RCFD 5595 13.d.

C461
- -------------------------------------------------------------------------------------------------------------------------
Dollar Amounts in Thousands (Column A) (Column B) (Column C) (Column D)
Interest Foreign Equity Commodity
Off-Balance Sheet Derivatives Rate Exchange Derivative And Other
Position Indicators Contracts Contracts Contracts Contracts
- ---------------------------------------- ----------------- ----------------- ----------------- -----------------
Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou
<C> <C> <C> <C> <C>
14. Gross amounts (e.g., notional amounts)
(for each column, sum of items 14.a
through 14.e must equal sum of items
15, 16.a, and 16.b):
a. Futures contracts................. 0 0 0 0 14.a.
RCFD 8693 RCFD 8694 RCFD 8695 RCFD 8696
b. Forward contracts................. 0 69,988 0 0 14.b.
RCFD 8697 RCFD 8698 RCFD 8699 RCFD 8700
c. Exchange-traded option contracts:
(1) Written options............... 0 0 0 0 14.c.(1)
RCFD 8701 RCFD 8702 RCFD 8703 RCFD 8704
(2) Purchased options............. 0 0 0 0 14.c.(2)
RCFD 8705 RCFD 8706 RCFD 8707 RCFD 8708
d. Over-the-counter option contracts:
(1) Written options............... 1,647,715 0 0 0 14.d.(1)
RCFD 8709 RCFD 8710 RCFD 8711 RCFD 8712
(2) Purchased options............. 3,298,715 0 0 0 14.d.(2)
RCFD 8713 RCFD 8714 RCFD 8715 RCFD 8716
e. Swaps............................. 16,463,478 0 0 0 14.e.
RCFD 3450 RCFD 3826 RCFD 8719 RCFD 8720
15. Total gross notional amount of
derivative contracts held for
trading.............................. 0 0 0 0 15.
RCFD A126 RCFD A127 RCFD 8723 RCFD 8724
16. Total gross notional amount of
derivative contracts held for
purposes other than trading:
a. Contracts marked to market........ 305,252 69,988 0 0 16.a.
RCFD 8725 RCFD 8726 RCFD 8727 RCFD 8728
b. Contracts not marked to market.... 21,104,656 0 0 0 16.b.
RCFD 8729 RCFD 8730 RCFD 8731 RCFD 8732
</TABLE>

25
<PAGE> 59
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-1
City, State, Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

SCHEDULE RC-L--Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------------
(Column A) (Column B) (Column C) (Column D)
Off-balance Sheet Interest Foreign Equity Commodity
Derivatives Position Rate Exchange Derivatives And Other
Indicators Contracts Contracts Contracts Contracts
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
17. Gross fair values of derivative
contracts:
a. Contracts held for trading:
(1) Gross positive fair
value..................... 8733 0 8734 0 8735 0 8736 0 17.a.(1)
(2) Gross negative fair
value..................... 8737 0 8738 0 8739 0 8740 0 17.a.(2)
b. Contracts held for purposes
other than trading that are
marked to market:
(1) Gross positive fair
value...................... 8741 929 8742 680 8743 0 8744 0 17.b.(1)
(2) Gross negative fair
value...................... 8745 1,072 8746 623 8747 0 8748 0 17.b.(2)
c. Contracts held for purposes
other than trading that are
not marked to market:
(1) Gross positive fair
value...................... 8749 66,987 8750 0 8751 0 8752 0 17.c.(1)
(2) Gross negative fair
value...................... 8753 72,603 8754 0 8755 0 8756 0 17.c.(2)
</TABLE>

<TABLE>
<CAPTION>
Dollar Amounts in Thousands RCFD Bil Mil Thou
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Memoranda
1-2. Not applicable
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the unused
portions of commitments that are fee paid or otherwise legally binding)........................... 3833 1,120,205 M.3.
a. Participations in commitments with an original............ RCFD 3834 159,922 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit and foreign office guarantees (both financial and performance)
issued to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above......... 3377 1,103 M.4.
5. Installment loans to individuals for household, family and other personal
expenditures that have been securitized and sold without recourse (with
servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles (to be completed for the
September report only)......................................................................... 2741 N/A M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY)..................................... 2742 4,400,000 M.5.b.
c. All other consumer installment credit (including mobile home loans) (to be
completed for the September report only)....................................................... 274 N/A M.5.c.
</TABLE>

<PAGE> 60
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-17
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-M--Memoranda

<TABLE>
<CAPTION>
C465
-----------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors,
principal shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors,
principal shareholders, and their related interests.................................. 6164 186,978 1.a.

b. Number of executive officers, directors, and principal shareholders
to whom the amount of all extensions of credit by the reporting
bank (including extensions of credit to related interests) equals RCFD Number
or exceeds the lesser of $500,000 or 5 percent of total capital ---- ------
as defined for this purpose in agency regulations.................. 6165 13 1.b.
2. Federal funds sold and securities purchased under agreements to resell with U.S.
branches and agencies of foreign banks(1) (included in Schedule RC, items 3.a
and 3.b)................................................................................ 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for
others (include both retained servicing and purchased servicing):
a. Mortgages serviced under a GNMA contract............................................. 5500 0 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer............................................... 5501 0 4.b.(1)
(2) Serviced without recourse to servicer............................................ 5502 0 4.b.(2)
c. Mortgages serviced under a FNMA contract:
(1) Serviced under a regular option contract......................................... 5503 0 4.c.(1)
(2) Serviced under a special option contract......................................... 5504 0 4.c.(20
d. Mortgages serviced under other servicing contracts................................... 5505 0 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b
must equal Schedule RC, item 9):
a. U.S. addressees (domicile)........................................................... 2103 6,156 5.a.
b. Non-U.S. addressees (domicile)....................................................... 2104 0 5.b.
6. Intangible assets:
a. Mortgage servicing rights............................................................ 3164 0 6.a.
b. Other identifiable intangible assets:
(1) Purchased credit card relationships.............................................. 5506 23,559 6.b.(1)
(2) All other identifiable intangible assets......................................... 5507 2,658 6.b.(2)
c. Goodwill............................................................................. 3163 12,518 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10)............... 2143 38,735 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been
grandfathered or are otherwise qualifying for regulatory capital purposes............ 6442 0 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to
redeem the debt......................................................................... 3295 0 7.
</TABLE>

- ---------------

(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.

27
<PAGE> 61
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-18
City, State, Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

Schedule RC-M--Continued

<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
8. a. Other real estate owned:
(1) Direct and indirect investments in real estate ventures................... RCFD 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development in domestic offices................ RCON 5508 0 8.a.(2)(a)
(b) Farmland in domestic offices......................................... RCON 5509 0 8.a.(2)(b)
(c) 1-4 family residential properties in domestic offices................ RCON 5510 78 8.a.(2)(c)
(d) Multifamily (5 or more) residential properties in domestic offices... RCON 5511 0 8.a.(2)(d)
(e) Nonfarm nonresidential properties in domestic offices................ RCON 5512 4,296 8.a.(2)(e)
(f) In foreign offices................................................... RCFN 5513 0 8.a.(2)(f)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7). RCFD 2150 5,004 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures................... RCFD 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated
companies................................................................. RCFD 5375 647 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC,
item 8) .................................................................. RCFD 2130 647 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies........... RCFD 5376 19,606 8.c.
9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC,
item 23, "Perpetual preferred stock and related surplus"............................ RCFD 3778 0 9.
10. Mutual fund and annuity sales in domestic offices during the quarter (include
proprietary, private label, and third party products):
a. Money market funds............................................................. RCON 6441 0 10.a.
b. Equity securities funds........................................................ RCON 8427 9,339 10.b.
c. Debt securities funds.......................................................... RCON 8428 4,220 10.c.
d. Other mutual funds............................................................. RCON 8429 1 10.d.
e. Annuities...................................................................... RCON 8430 8,305 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through
10.e above).................................................................... RCON 8784 8,452 10.f.

</TABLE>

Memorandum

<TABLE>
Dollar Amounts in Thousands RCFD Bil Mil Thous
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report
only):
a. Reciprocal holdings of banking organizations' capital instruments.................. 3836 N/A M.1.a
b. Nonreciprocal holdings of banking organizations' capital instruments............... 3837 N/A M.1.b
</TABLE>

<PAGE> 62
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 101 East Broad Street Page RC-19
City, State, Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets

The FFIEC regards the information reported in all of Memorandum item 1, in items
1 through 10, column A, and in Memorandum items 2 through 4, column A, as
confidential.

<TABLE>
<CAPTION>
C470
--------------------------------------------------------------------
(Column A) (Column B) (Column C)
Past due 30 Past due 90
through 89 days days or more
and still and still
Dollars Amounts in Thousands accruing accruing Nonaccrual
- --------------------------------------------------------------------------------------------------------------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
---- ------------ ---- ------------ ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Loans secured by real estate:
a. To U.S. addressees (domicile)................ 1245 1246 3,062 1247 10,762 1.a.
b. To non-U.S. addressees (domicile)............ 1248 1249 0 1250 0 1.b.
2. Loans to depository institutions and acceptances
of other banks:
a. To U.S. banks and other U.S. depository
institutions................................. 5377 5378 0 5379 0 2.a.
b. To foreign banks............................. 5380 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and
other loans to farmers............................ 1594 1597 0 1583 66 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)................ 1251 1252 2,861 1253 5,702 4.a.
b. To non-U.S. addressees (domicile)............ 1254 1255 0 1256 0 4.b.
5. Loans to individuals for household, family, and
other personal expenditures:
a. Credit cards and related plans............... 5383 5384 36,833 5385 0 5.a.
b. Other (includes single payment, installment,
and all student loans)....................... 5386 5387 9,614 5388 2,966 5.b.
6. Loans to foreign governments and official
institutions...................................... 5389 5390 0 5391 0 6.
7. All other loans................................... 5459 5460 2 5461 81 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile)................ 1257 1258 456 1259 914 8.a.
b. Of non-U.S. addressees (domicile)............ 1271 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude other
real estate owned and other repossessed assets)... 3505 3506 0 3507 15,345 9.
==========================================================================================================================
</TABLE>

Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.

<TABLE>
<CAPTION>
RFCD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
---- ------------ ---- ------------ ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
10. Loans and leases reported in items 1 through 8 above
which are wholly or partially guaranteed by the U.S.
Government........................................... 5612 5613 5,596 5614 67 10.
a. Guaranteed portion of loans and leases included
in item 10 above................................ 5615 5616 5,596 5617 55 10.a.
</TABLE>

<PAGE> 63
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-2C
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

Schedule RC-N -- Continued

<TABLE>
<CAPTION>
C473
----------------------------------------------------------
(Column A) (Column B) (Column C)
Past due Past due 90
30 through 89 days or more
days and still and still
Memoranda accruing accruing Nonaccrual
----------------- ----------------- -----------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou RCFD Bil Mil Thou
- ---------------------------------------------------------- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1. Restructured loans and leases included in Schedule
RC-N, items 1 through 8, above (and not reported in
Schedule RC-C, part I, Memorandum item 2)............ 1658 1659 1661 M.1.
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in
Schedule RC-N, items 4 and 7, above.................. 6558 6559 0 6560 M.2
----------------- ----------------- -----------------
RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
----------------------------------------------------------
3. Loans secured by real estate in domestic offices
(included in Schedule RC-N, item 1, above):
a. Construction and land development................ 2759 2769 152 3492 2,215 M.3.a
b. Secured by farmland.............................. 3493 3494 0 3495 0 M.3.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit.............. 5398 5399 683 5400 907 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties...................... 5401 5402 1,458 5403 4,968 M.3.c.(2)
d. Secured by multifamily (5 or more) residential
properties....................................... 3499 3500 0 3501 0 M.3.d.
e. Secured by nonfarm nonresidential properties..... 3502 3503 768 3504 2,672 M.3.e.
----------------------------------------------------------
-------------------------------------
(Column A) (Column B)
Past due 30 Past due 90
through 89 days days or more
--------------------------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou
--------------------------------------
4. Interest rate, foreign exchange rate, and other
commodity and equity contracts:
a. Book value of amounts carried as assets.......... 3522 3528 0 M.4.a.
b. Replacement cost of contracts with a positive
replacement cost................................. 3529 3530 0 M.4.b.
--------------------------------------
</TABLE>

30
<PAGE> 64
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-21
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-O--Other Data for Deposit Insurance Assessments

<TABLE>
<CAPTION>
C475
--------------------------------------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

1. Unposted debits (see instructions):
a. Actual amount of all unposted debits............................................... 0030 N/A 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits............................ 0031 0 1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1)............... 0032 0 1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits.............................................. 3510 N/A 2.a.
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits........................... 3512 0 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1).............. 3514 0 2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included
in total deposits in domestic offices)................................................ 3520 0 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in
Puerto Rico and U.S. territories and possessions (not included in total deposits):
a. Demand deposits of consolidated subsidiaries....................................... 2211 11,351 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries.......................... 2351 12,536 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries............... 5514 0 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II)........... 2229 0 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E,
Part II)........................................................................... 2383 0 5.b.
c. Interest accrued and unpaid on deposits in insured branches (included in
Schedule RC-G, item 1.b)........................................................... 5515 0 5.c.

Item 6 is not applicable to state nonmember banks that have not been authorized by the
Federal Reserve to act as pass-through correspondents.
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank
on behalf of its respondent depository institutions that are also reflected as deposit
liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, item 4 or 5,
column B).......................................................................... 2314 0 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E,
item 4 or 5, column A or C, but not column B)...................................... 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1)
a. Unamortized premiums............................................................... 5516 0 7.a
b. Unamortized discounts.............................................................. 5517 0 7.b

8. To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits" of all institutions acquired under Section
5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction
Worksheet(s))......................................................................... 5518 N/A 8.

9. Deposits in lifeline accounts......................................................... 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total
deposits in domestic offices.......................................................... 8432 0 10.
</TABLE>

- ---------------

(1) For FDIC insurance assessment purposes, "time and savings deposits" consists
of nontransaction accounts and all transaction accounts other than demand
deposits.

31
<PAGE> 65
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-22
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-O--Continued

<TABLE>
<CAPTION>
-------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
11. Adjustments to demand deposits in domestic offices reported in Schedule RC-E for certain
reciprocal demand balances:
a. Amount by which demand deposits would be reduced if reciprocal demand balances between the
reporting bank and savings associations were reported on a net basis rather than a gross basis
in Schedule RC-E.............................................................................. 8785 0 11.a.
b. Amount by which demand deposits would be increased if reciprocal demand balances between the
reporting bank and U.S. branches and agencies of foreign banks were reported on a gross basis
rather than a net basis in Schedule RC-E...................................................... A181 0 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of collection were
included in the calculation of net reciprocal demand balances between the reporting bank and
the domestic offices of U.S. banks and savings associations in Schedule RC-E.................. A182 0 11.c.
</TABLE>

Memoranda (to be completed each quarter except as noted)

<TABLE>
<CAPTION>
-------------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Total deposits in domestic offices of the bank (sum of Memorandum items
1.a.(1) and 1.b.(1) must equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:
(1) Amount of deposit accounts of $100,000 or less.............................. 2702 2,470,382 M.1.a.(1)
RCON NUMBER
---- ------
(2) Number of deposit accounts of $100,000 or less (to
be completed for the June report only)................ 3779 N/A M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000............................ 2710 1,947,448 M.1.b.(1)
RCON NUMBER
---- ------
(2) Number of deposit accounts of more than $100,000...... 2722 3,929 M.1.b.(2)
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying
the number of deposit accounts of more than $100,000 reported in Memorandum item
1.b.(2) above by $100,000 and subtracting the result from the amount of deposit
accounts of more than $100,000 reported in Memorandum item 1.b.(1) above.
YES NO
--- ---
Indicate in the appropriate box at the right whether your bank has a method
or procedure for determining a better estimate of uninsured deposits than the
estimate described above........................................................ 6861 X M.2.a.

-------------------------
RCON Bil Mil Thou
-------------------------
b. If the box marked YES has been checked, report the estimate of uninsured deposits
determined by using your bank's method or procedure............................. 5597 N/A M.2.b.

- -------------------------------------------------------------------------------------------------------------------------
Person to whom questions about the Reports of Condition and Income should be directed: C477

Elizabeth G. Gilliland, Assistant Vice-President (614) 248-8563
- ------------------------------------------------ --------------------------------------------
Name and Title (TEXT 8901) Area code/phone number/extension (TEXT 8902)
</TABLE>

<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-23
City, State, Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-R -- Risk-Based Capital

This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1995,
must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 through 3 below or Schedule RC-R
in its entirety, depending on their response to item 1 below.

<TABLE>
<CAPTION>
C480
RCFD YES NO
---- --- ---
<S> <C> <C> <C> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To be completed
only by banks with total assets of less than $1 billion. Indicate in the appropriate box
at the right whether the bank has total capital greater than or equal to eight percent of
adjusted total assets.................................................................... 6056 1.
</TABLE>

For purposes of this test, adjusted total assets equals total assets
less cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the allowance
for loan and lease losses and selected off-balance sheet items as reported
on Schedule RC-L (see instructions).

If the box marked YES has been checked, then the bank only has to
complete item 2 AND 3 below. If the box marked NO has been checked, the
bank must complete the remainder of this schedule.

A NO response to item 1 does not necessarily mean that the bank's
actual risk-based capital ratio is less than eight percent or that the bank
is not in compliance with the risk-based capital guidelines.

Items 2 and 3 are to be completed by all banks.

(Column A) (Column B)
Subordinated
Debt(1) and
Intermediate Other Limited-
Term Preferred Life Capital
Stock Instruments
--------------------- -------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou RCFD Bil Mil Thou
---- --- --- ---- ---- --- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>

2. Subordinated debt(1) and other limited-life capital
instruments (original weighted average maturity of
at least five years) with a remaining maturity of:
a. One year or less......................................... 3780 0 3786 0 2.a.
b. Over one year through two years.......................... 3781 0 3787 0 2.b.
c. Over two years through three years....................... 3782 0 3788 0 2.c.
d. Over three years through four years...................... 3783 0 3789 0 2.d.
e. Over four years through five years....................... 3784 0 3790 0 2.e.
f. Over five years.......................................... 3785 189,262 3791 0 2.f.

3. Amounts used in calculating regulatory capital ratios (report
amounts determined by the bank for its own internal regulatory
capital analyses): RCFD Bil Mil Thou
---- --- --- ----
a. Tier 1 capital.......................................... 8274 470,817 3.a.
b. Tier 2 capital.......................................... 8275 278,798 3.b.
c. Total risk-based capital................................ 3792 749,615 3.c.
d. Excess allowance for loan and lease losses.............. A222 63,002 3.d.
e. Risk-weighted assets.................................... A223 7,099,871 3.e.
f. "Average total assets".................................. A224 8,208,919 3.f.

</TABLE>

Items 4-9 and Memoranda items 1 and 2 are to be completed by banks that answered
NO to item 1 above and by banks with total assets of $1 billion or more.

<TABLE>
<CAPTION>
(Column A) (Column B)
Credit
Equivalent
Assets Recorded Amount of Off-
on the Balance Balance Sheet
Sheet Items(2)
-------------------- --------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou
---- --- --- ---- ---- --- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. Assets and credit equivalent amounts of off-balance
sheet items assigned to the Zero percent risk category:
a. Assets recorded on the balance sheet:
(1) Securities issued by, other claims on, and
claims unconditionally guaranteed by, the
U.S. Government and its agencies and other
OECD central governments........................... 3794 126,720 4.a.(1)
(2) All other.......................................... 3795 418,724 4.a.(2)
b. Credit equivalent amount of off-balance sheet items..... 3796 47,504 4.b.

</TABLE>

- ---------------

(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.

(2) Do not report in column B the risk-weighted amount of assets reported in
column A.

33
<PAGE> 67
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-24
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Schedule RC-R--Continued

<TABLE>
<CAPTION>
----------------------------------------
(Column A) (Column B)
Assets Credit Equivalent
Recorded on Amount
the of Off-Balance
Dollar Amounts in Thousands Balance Sheet Sheet Items(1)
- --------------------------------------------------------------------------------------------------------------
RCFD Bil Mil Thou RCFD Bil Mil Thou
<S> <C> <C> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 20 percent risk category:
a. Assets recorded on the balance sheet:
(1) Claims conditionally guaranteed by the U.S. Government
and its agencies and other OECD central governments...... 3798 155,243 5.a.(1)
(2) Claims collateralized by securities issued by the U.S.
Government and its agencies and other OECD central
governments; by securities issued by U.S.
Government-sponsored agencies; and by cash on deposit.... 3799 0 5.a.(2)
(3) All other................................................ 3800 1,027,629 5.a.(3)
b. Credit equivalent amount of off-balance sheet items.......... 3801 369,915 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 50 percent risk category:
a. Assets recorded on the balance sheet......................... 3802 211,539 6.a.
b. Credit equivalent amount of off-balance sheet items.......... 3803 725 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items
assigned to the 100 percent risk category:
a. Assets recorded on the balance sheet......................... 3804 5,997,607 7.a.
b. Credit equivalent amount of off-balance sheet items.......... 3805 763,753 7.b.
8. On-balance sheet asset values excluded from the calculation of
the risk-based capital ratio(2)................................. 3806 (1,354) 8.
9. Total assets recorded on the balance sheet (sum of items 4.a,
5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC, item 12
plus items 4.b and 4.c)......................................... 3807 7,936,108 9.
</TABLE>

Memoranda

<TABLE>
<CAPTION>
------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Current credit exposure across all off-balance sheet derivatives contracts
by the risk-based capital standards........................................... 8764 68,596 M.1.
</TABLE>

<TABLE>
<CAPTION>
With a remaining maturity of
-----------------------------------------------------------------------
(Column A) (Column B) (Column C)
One year Over one year Over five
or less through five years years
-----------------------------------------------------------------------
Dollar Amounts in Thousands RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou RCFD Tril Bil Mil Thou
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2. Notional principal amounts of off-balance
sheet derivative contracts(3):
a. Interest rate contracts.................... 3809 5,422,560 8766 8,826,817 8767 527,564 M.2.a.
b. Foreign exchange contracts................. 3812 69,042 8769 0 8770 0 M.2.b.
c. Gold contracts............................. 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts............ 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts.................. 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts................ A000 0 A001 0 A002 0 M.2.f.
</TABLE>

- ---------------

(1) Do not report in column B the risk-weighted amount of assets reported in
column A.
(2) Include the difference between the fair value and the amortized cost of
available-for-sale securities in item 8 and report the amortized cost of
these securities in items 4 through 7 above. Item 8 also includes on-balance
sheet asset values (or portions thereof) of off-balance sheet interest rate,
foreign exchange rate, and commodity contracts and those contracts (e.g.,
futures contracts) not subject to risk-based capital. Exclude from item 8
margin accounts and accrued receivables as well as any portion of the
allowance for loan and lease losses in excess of the amount that may be
included in Tier 2 capital.
(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.

<PAGE> 68
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580 FFIEC 031
Address: 100 East Broad Street Page RC-25
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 0 6 5 5 9
</TABLE>

Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on March 31, 1996

BANK ONE, COLUMBUS, NA Columbus , Ohio
- --------------------------------------------------------- ------------------------------------------ ----------
Legal Title of Bank City State
<S> <C> <C>

The management of the reporting bank may, if it wishes, statement both on agency computerized records and in
submit a brief narrative statement on the amounts computer-file releases to the public.
reported in the Reports of Condition and Income. This
optional statement will be made available to the public, All information furnished by the bank in the narrative
along with the publicly available data in the Reports of statement must be accurate and not misleading.
Condition and Income, in response to any request for Appropriate efforts shall be taken by the submitting
individual bank report data. However, the information bank to ensure the statement's accuracy. The statement
reported in column A and in all of Memorandum item 1 of must be signed, in the space provided below, by a senior
Schedule RC-N is regarded as confidential and will not officer of the bank who thereby attests to its accuracy.
be released to the public. BANKS CHOOSING TO SUBMIT THE
NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT If, subsequent to the original submission, material
DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF changes are submitted for the data reported in the
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS Reports of Condition and Income, the existing narrative
REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR statement will be deleted from the files, and from
ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE disclosure; the bank, at its option, may replace it with
MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF a statement, under signature, appropriate to the amended
THEIR CUSTOMERS. Banks choosing not to make a statement data.
may check the "No comment" box below and should make no
entries of any kind in the space provided for the The optional narrative statement will appear in agency
narrative statement; i.e., DO NOT enter in this space records and in release to the public exactly as
such phrases as "No statement," "Not applicable," "N/A," submitted (or amended as described in the preceding
"No comment," and "None." paragraph) by the management of the bank (except for the
truncation of statements exceeding the 750-character
The optional statement must be entered on this sheet. limit described above). THE STATEMENT WILL NOT BE
The statement should not exceed 100 words. Further, EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES
regardless of the number of words, the statement must FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT
not exceed 750 characters, including punctuation, SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY
indentation, and standard spacing between words and HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
sentences. If any submission should exceed 750 INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS
characters, as defined, it will be truncated at 750 EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE
characters with no notice to the submitting bank and OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
the truncated statement will appear as the bank's REPORTING BANK.

- ---------------------------------------------------------------------------------------------------------------------------
No comment (RCON 6979) C471 C472
</TABLE>

BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980):

For regulatory purposes, the Bank defers the recognition of certain excess
income relating to securitized loan sales until cash is received. The
effect of this accounting method has decreased net income for the current
year $35,534,000 and decreased retained earnings on a cumulative basis
$144,432,000.

[ILLEGIBLE]
---------------------------------------- -----------------
Signature of Executive Officer of Bank Date of Signature

35
<PAGE> 69
<TABLE>
<S> <C> <C>
Legal Title of Bank: BANK ONE, COLUMBUS, NA Call Date: 03/31/96 ST-BK: 39-1580
Address: 100 East Broad Street
City, State Zip: Columbus, OH 43271-1066
FDIC Certificate No.: 06559
</TABLE>

THIS PAGE IS TO BE COMPLETED BY ALL BANKS

<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BANK
OMB No. For OCC: 1557-0081
CALL NO. 195 31 03-31-96 OMB No. For FDIC: 3064-0052
OMB No. For Federal Reserve: 7100-0036
STBK: 39-1560 00083 STCERT: 39-06559 Expiration Date: 03/31/96

BANK ONE, COLUMBUS, NATIONAL ASSOCIA SPECIAL REPORT
100 EAST BROAD STREET (Dollar Amounts in Thousands)
COLUMBUS, OH 43271
CLOSE OF BUSINESS DATE: FDIC Certificate Number:
March 31, 1996 06559 C-700
- ---------------------------------------------------------------------------------------------------------------------------
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- ---------------------------------------------------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of
Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other
extensions of credit to their executive officers made since the date of the previous Report of Condition. Data regarding
individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were
made during the period, insert "none" against subitem (a). (Exclude the first $15,000 of indebtedness of each executive
officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations
(Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively.
Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers.
- ---------------------------------------------------------------------------------------------------------------------------
RCFD
----
a. Number of loans made to executive officers since the previous
Call Report date. . . . . . . . . . . . . . . . . . . . . . . . . . 3561 1 a.
b. Total dollar amount of above loans (in thousands of dollars) . . . . 3562 12 b.
c. Range of interest charged on above loans (example:
9 3/4% = 9.75) . . . . . . . . . . . . . . . . . . . . . . . . . . 7701/7702 18.00% to 18.00% c.

- ---------------------------------------------------------------------------------------------------------------------------
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)

/s/ ELIZABETH G. GILLILAND
_______________________________________________________________________ ______________________________________________
NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) AREA CODE/PHONE NUMBER/EXTENSION (TEXT 8904)

Elizabeth G. Gilliland, Assistant Vice-President (614) 248-8563
- ---------------------------------------------------------------------------------------------------------------------------
FDIC 8040/53 (6-95)
</TABLE>