INNKEEPERS USA TRUST/FL, S-3/A, 1996-10-21

INNKEEPERS USA TRUST/FL
S-3/A, 1996-10-21
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996

REGISTRATION NO. 333-12809
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 2

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

INNKEEPERS USA TRUST
(Exact name of registrant as specified in governing instruments)
---------------------

<TABLE>
<S> <C>
MARYLAND 65-0503831
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>

306 ROYAL POINCIANA WAY
PALM BEACH, FLORIDA 33480
(Address of principal executive offices)
---------------------
JEFFREY H. FISHER
INNKEEPERS USA TRUST
306 ROYAL POINCIANA WAY
PALM BEACH, FLORIDA 33480
(407) 835-1800
(Name and address of agent for service)
---------------------
COPIES TO:

<TABLE>
<S> <C>
MARK A. MURPHY, ESQ. PETER T. HEALY, ESQ.
HUNTON & WILLIAMS O'MELVENY & MYERS LLP
RIVERFRONT PLAZA -- EAST TOWER EMBARCADERO CENTER WEST
951 E. BYRD STREET 275 BATTERY STREET
RICHMOND, VIRGINIA 23219 SAN FRANCISCO, CALIFORNIA 94111
(804) 788-8685 (415) 984-8833
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

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. / /
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

This Amendment No. 2 to the Registration Statement on Form S-3 (No.
333-12809) is filed for the purpose of including certain exhibits to the
Registration Statement. Accordingly, this Amendment includes only PART II of the
Registration Statement and the exhibits thereto.

<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate of the approximate amount of the fees and
expenses (other than underwriting commissions and discounts) payable by the
Registrant in connection with the issuance and distribution of the Shares.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................... $ 37,940
NASD filing fee................................................................... 11,503
NYSE Additional Listing Fee....................................................... 35,000
Printing and mailing expenses..................................................... 300,000
Accountant's fees and expenses.................................................... 150,000
Blue Sky fees and expenses........................................................ 12,000
Counsel fees and expenses......................................................... 350,000
Miscellaneous expenses............................................................ 3,557
--------
Total................................................................... $950,000
========
</TABLE>

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

* To be supplied by amendment.

ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS

The Maryland REIT Law permits a Maryland real estate investment trust to
include in its Declaration of Trust a provision limiting the liability of its
trustees and officers to the trust and its shareholders for money damages except
for liability resulting from (a) actual receipt of an improper benefit or profit
in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Declaration of Trust of the Company contains such a provision which eliminates
such liability to the maximum extent permitted by the Maryland REIT Law.

The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of the Company and at the request of the Company, serves or has served
another real estate investment trust, corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Bylaws of the Company obligate it, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any present or former
Trustee or officer who is made a party to the proceeding by reason of his
service in that capacity or (b) any individual who, while a Trustee of the
Company and at the request of the Company, serves or has served another real
estate investment trust, corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a trustee, director, officer or
partner of such real estate investment trust, corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his service in that capacity. The
Declaration of Trust and Bylaws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of the
capacities described above and to any employee or agent of the Company or a
predecessor of the Company. The Bylaws require the Company to indemnify a
Trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he is made a party by reason of his service
in that capacity.

Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees, officers, employees and agents
to the same extent as is permitted by the MGCL for directors and officers of
Maryland corporations. The MGCL permits a corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or

II-1
<PAGE> 4

officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation. In
accordance with the MGCL, the Bylaws of the Company require it, as a condition
to advancing expenses, to obtain (a) a written affirmation by the Trustee or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the Company as authorized by the Bylaws and (b)
a written statement by or on his behalf to repay the amount paid or reimbursed
by the Company if it shall ultimately be determined that the standard of conduct
was not met.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S> <C>
1.1 -- Form of Underwriting Agreement
2.1 -- Contribution Agreement dated September 16, 1996 among Denver Downtown Residence
Associates, L.P., a Kansas limited partnership, as Contributor, Innkeepers USA
Limited Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the Residence Inn -- Denver (Downtown),
Colorado hotel
2.2 -- Contribution Agreement dated September 16, 1996 among Sunnyvale Residence
Associates, L.P., a Kansas limited partnership, as Contributor, Innkeepers USA
Limited Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the Residence Inn -- Silicon Valley I,
California hotel
2.3 -- Contribution Agreement dated September 16, 1996 among Kentwood Residence
Associates, a Kansas general partnership, as Contributor, Innkeepers USA Limited
Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the Residence Inn -- Grand Rapids, Michigan
hotel
2.4 -- Contribution Agreement dated September 16, 1996 among San Mateo Residence
Associates, L.P., a Kansas limited partnership, as Contributor, Innkeepers USA
Limited Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the San Mateo Residence Inn Hotel, San Mateo,
CA
2.5 -- Contribution Agreement dated September 16, 1996 among Oakmead Residence Associates,
L.P., a Kansas limited partnership, as Contributor, Innkeepers USA Limited
Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the Sunnyvale II Residence Inn Hotel, Oakmead,
CA
2.6 -- Contribution Agreement dated September 16, 1996 among East Lansing Residence
Associates, a Kansas general partnership, as Contributor, Innkeepers USA Limited
Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the East Lansing Residence Inn Hotel, E.
Lansing, MI
2.7 -- Contribution Agreement dated September 16, 1996 among Wichita East Residence
Associates, L.P., a Kansas limited partnership, as Contributor, Innkeepers USA
Limited Partnership, as Acquiror, and Innkeepers USA Trust, a Maryland real estate
investment trust, in connection with the Wichita Residence Inn East Hotel, Wichita,
KS
2.8 -- Agreement of Purchase and Sale between Innkeepers USA Limited Partnership and JF
Atlanta, L.L.C. in connection with the Hampton Inn -- Norcross, Georgia hotel
2.9 -- Agreement of Purchase and Sale between Innkeepers USA Limited Partnership and JF
Atlanta, L.L.C. in connection with the Residence Inn -- Atlanta (Downtown), Georgia
hotel
2.10 -- Purchase Agreement dated September 26, 1996 by and between Residence Inn by
Marriott, Inc. and Innkeepers USA Limited Partnership in connection with the
Residence Inn -- Portland, Maine hotel
</TABLE>

II-2
<PAGE> 5

<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S> <C>
4.1 -- Form of Common Share Certificate (previously filed as Exhibit 4.1 to the Company's
Form S-11 Registration Statement, Registration No. 33-81362 and incorporated herein
by reference)
4.2 -- Second Amended and Restated Partnership Agreement of the Partnership
5.1 -- Opinion of Hunton & Williams
8.1 -- Form of Opinion of Hunton & Williams as to Tax Matters
23.1 -- Consent of Hunton & Williams (included in Exhibits 5.1 and 8.1)
*23.2 -- Consent of Coopers & Lybrand L.L.P.
*23.3 -- Consent of KPMG Peat Marwick LLP
24.1 -- Powers of Attorney (included on signature page)
*99.1 -- Consent of Jack P. DeBoer
</TABLE>

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

* Previously filed.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 33 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question as to whether such indemnification by it is against public policy
as expressed in the Act, and will be governed by the final adjudication of such
issue.

The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Palm Beach, State of Florida, on the
17th day of October, 1996.

INNKEEPERS USA TRUST,
a Maryland real estate investment
trust
(Registrant)

By: /s/ DAVID BULGER
------------------------------------
David Bulger
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below on the 17th day of
October, 1996 by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
*/s/ JEFFREY H. FISHER Chairman of the Board and Chief Executive
- --------------------------------------------- Officer (principal executive officer)
Jeffrey H. Fisher

*/s/ BRUCE ZENKEL Trustee
- ---------------------------------------------
Bruce Zenkel

*/s/ MILES BERGER Trustee
- ---------------------------------------------
Miles Berger

*/s/ C. GERALD GOLDSMITH Trustee
- ---------------------------------------------
C. Gerald Goldsmith

/s/ DAVID BULGER Chief Financial Officer and Secretary
- --------------------------------------------- (principal accounting and financial officer)
David Bulger

*By: /s/ DAVID BULGER
- ---------------------------------------------
David Bulger
Attorney-in-fact
</TABLE>

II-4

<PAGE> 1
EXHIBIT 1.1

8,600,000 Shares

INNKEEPERS USA TRUST

COMMON SHARES

UNDERWRITING AGREEMENT

______________, 1996

MONTGOMERY SECURITIES
BEAR, STEARNS & CO. INC.
ALEX. BROWN & SONS INCORPORATED
EVEREN SECURITIES, INC.
MORGAN KEEGAN & COMPANY, INC.
c/o Montgomery Securities
600 Montgomery Street
San Francisco, California 94111
As Representatives of the several Underwriters

Dear Sirs:

SECTION 1. Introductory. Innkeepers USA Trust, a Maryland
real estate investment trust (the "Company", which term shall also include,
where appropriate, each of the wholly owned subsidiaries of the Company listed
on Schedule 1 attached hereto (the "Company Subsidiaries"), as the context
requires), proposes to issue and sell 8,600,000 shares of its authorized but
unissued common shares of beneficial interest, $0.01 par value per share (the
"Shares of Beneficial Interest"), to the several underwriters named in Schedule
A annexed hereto (the "Underwriters"), for whom you are acting as
Representatives. Said aggregate of 8,600,000 Shares of Beneficial Interest are
herein called the "Firm Common Shares." In addition, the Company proposes to
grant to the Underwriters an option to purchase up to 1,290,000 additional
Shares of Beneficial Interest (the "Optional Common Shares") as provided in
Section 4 hereof. The Firm Common Shares and, to the extent such option is
exercised, the Optional Common Shares are hereinafter collectively referred to
as the "Common Shares."

You have advised the Company that the Underwriters propose to
make a public offering of their respective portions of the Common Shares on the
effective date of the registration

<PAGE> 2

statement hereinafter referred to, or as soon thereafter as in your judgment is
advisable.

On the First Closing Date (as hereinafter defined), or
immediately thereafter, the Company will complete a series of transactions
described in the Prospectus (as hereinafter defined). For the purposes hereof,
"Closing Transactions" include the transactions described below which are
designed to enable Innkeepers USA Limited Partnership, a Virginia limited
partnership (or any of the Subsidiary Partnerships listed on Schedule 2
attached hereto (each, a "Subsidiary Partnership"), and Innkeepers USA Limited
Partnership (the "Partnership") to acquire ten additional hotel properties
listed in the Prospectus as the "Acquisition Hotels", including all personal
property (other than inventory and supplies) related to such Hotels
(individually a "Hotel", and collectively the "Hotels" or the "Acquisition
Hotels").

(i) The Underwriters will purchase the Firm Common Shares
and, if applicable, the Optional Common Shares and offer them in a
public offering as contemplated hereby.

(ii) The Company, including through the Company Subsidiaries,
will contribute all of the net proceeds from the sale of the Common
Shares to the Partnership, whose sole general partner is Innkeepers
Financial Corporation (the "First General Partner") and the Subsidiary
Partnerships, whose sole general partners are the wholly owned Company
Subsidiaries listed on Schedule 3 attached hereto (collectively with
the First General Partner, the "General Partners"), in return for
partnership units in the Partnership (the "Units").

(iii) The Acquisition Hotels will be transferred to the
Partnership by the present owners of such properties pursuant to
agreements of purchase and sale (collectively, the "Agreements of
Purchase and Sale") entered into by the Company or the Partnership and
(a) partnerships affiliated with Jack P. DeBoer (the "DeBoer Group"),
with respect to seven of the Acquisition Hotels, (b) Marriott
International, Inc (together with its affiliates, "Marriott"), with
respect to one of the Acquisition Hotels, and (c) JF Atlanta, LLC ("JF
Atlanta") with respect to two of the Acquisition Hotels (collectively,
the "Present Owners").

(iv) In connection with the purchase and sale of seven of the
Acquisition Hotels (the "DeBoer Hotels"), the Partnership will issue
to the DeBoer Group, approximately 4,158,000 preferred units in the
Partnership (the "Preferred Units") and assume certain indebtedness
(the "Assumed Indebtedness") equal to approximately $24,000,000. The
Preferred Units shall have a liquidation preference of $11.00 per
Preferred Unit and are convertible into Units on

<PAGE> 3

a one-for-one basis. On or after the second anniversary of issuance,
the DeBoer Group will have the right to redeem all outstanding
Preferred Units for cash or, at the option of the Company, Common
Shares on a one-for-one basis. In connection with the acquisition of
the DeBoer Hotels, the Partnership shall issue to Marriott, as
consideration for Marriott's termination of the management agreements
relating to the DeBoer Hotels, Units with a value of $500,000. On or
after the first anniversary of the issuance of such Units, Marriott
shall have the right to redeem all such Units for cash or, at the
option of the Company, Common Shares on a one-for-one basis.

(v) In connection with the purchase of one of the Acquisition
Hotels, the Partnership will pay approximately $5,100,000 to Marriott,
and issue Units to Marriott with a value of $859,000. On or after the
first anniversary of issuance, Marriott will have the right to redeem
all such outstanding Units for a per Unit price equal to the greater
of $_____________ per Unit or the market price of the Common Shares on
the date of redemption payable in cash or, at the option of the
Company, Common Shares with an equivalent value.

(vi) In connection with the purchase of two of the
Acquisition Hotels, the Partnership will pay approximately $27,800,000
(subject to increase for any additional financing costs and any
capital contributions incurred to finance operating losses from the
acquisition date to the date conveyed to the Partnership) to JF
Atlanta. Of such purchase price, $5,800,000 has previously been
deposited with JF Atlanta and will be applied against the purchase
price.

(vii) The Partnership will enter into percentage leases (the
"Percentage Leases") with JF Hotel, Inc., a Virginia corporation (the
"Lessee," which term shall include, as the context requires,
affiliates thereof) pursuant to which the Lessee will lease each
Acquisition Hotel in accordance with the provisions of the Percentage
Leases.

(viii) New management agreements (the "Management
Agreements") will be entered into between the Lessee and Marriott for
the operation of the Acquisition Hotels, other than the Hampton Inn
hotel in Norcross, Georgia for which a new franchise agreement with
Promus Hotels, Inc. will be entered into.

The Company and the Partnership hereby confirm their
respective agreements with respect to the purchase of the Common Shares by the
Underwriters as follows:

<PAGE> 4

SECTION 2. Representations and Warranties of the Company and
the Partnership. The Company and the Partnership hereby jointly and severally
represent and warrant to the several Underwriters that:

(a) A registration statement on Form S-3 (Registration No.
333-12809) with respect to the Common Shares has been prepared by the
Company in conformity with the requirements of the Securities Act of
1933, as amended (the "Act"), and the rules and regulations (the
"Rules and Regulations") of the Securities and Exchange Commission
(the "Commission") thereunder, and has been filed with the Commission.
The Company has prepared and has filed an amendment or amendments to
such registration statement. There have been delivered to you two
signed copies of such registration statement and amendments, together
with two copies of each exhibit filed therewith. Conformed copies of
such registration statement and amendments (but without exhibits) and
of the related preliminary prospectus have been delivered to you in
such reasonable quantities as you have requested for each of the
Underwriters. The Company will next file with the Commission one of
the following: (i) prior to effectiveness of such registration
statement, a further amendment thereto, including the form of final
prospectus, or (ii) a final prospectus in accordance with Rules 430A
and 424(b) of the Rules and Regulations. As filed, such amendment and
form of final prospectus, or such final prospectus, shall include all
Rule 430A Information (as hereinafter defined) and, except to the
extent that you shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the
date and time that this Agreement was executed and delivered by the
parties hereto, or, to the extent not completed at such date and time,
shall contain only such specific additional information and other
changes (beyond that contained in the latest Preliminary Prospectus)
as the Company shall have previously advised you in writing would be
included or made therein.

The term "Registration Statement" as used in this Agreement
shall mean such registration statement at the time such registration
statement becomes effective and, in the event any post-effective
amendment thereto becomes effective prior to the First Closing Date,
shall also mean such registration statement as so amended; provided,
however, that such term shall also include all Rule 430A Information
deemed to be included in such registration statement at the time such
registration statement becomes effective as provided by Rule 430A of
the Rules and Regulations. The term "Preliminary Prospectus" shall
mean any preliminary prospectus referred to in the preceding paragraph
and any preliminary prospectus included in the Registration Statement
at the time it becomes effective that omits

<PAGE> 5

Rule 430A Information. The term "Prospectus" as used in this Agreement
shall mean the prospectus relating to the Common Shares in the form in
which it is first filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations or, if no filing pursuant to Rule 424(b) of
the Rules and Regulations is required, shall mean the form of final
prospectus included in the Registration Statement at the time such
registration statement becomes effective. The term "Rule 430A
Information" means information with respect to the Common Shares and
the offering thereof permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A of the Rules
and Regulations.

(b) The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus, and each Preliminary
Prospectus has conformed in all material respects to the requirements
of the Act and the Rules and Regulations and, as of its date, has not
included any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and
at the time the Registration Statement becomes effective, and at all
times subsequent thereto up to and including each Closing Date (as
hereinafter defined), the Registration Statement and the Prospectus,
and any amendments or supplements thereto, will contain all material
statements and information required to be included therein by the Act
and the Rules and Regulations and will in all material respects
conform to the requirements of the Act and the Rules and Regulations,
and neither the Registration Statement nor the Prospectus, nor any
amendment or supplement thereto, will include any 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 not misleading;
provided, however, no representation or warranty contained in this
Section 2(b) shall be applicable to information contained in or
omitted from any Preliminary Prospectus, the Registration Statement,
the Prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by
or on behalf of any Underwriter, directly or through the
Representatives, specifically for use in the preparation thereof.

(c) The Company is a real estate investment trust with
transferable shares of beneficial interest (except as transferability
may be restricted in the Declaration of Trust of the Company), duly
formed and existing under and by virtue of the laws of the State of
Maryland and is in good standing with the State Department of
Assessments and Taxation of Maryland, with full power and authority
(trust and other) to own and lease its properties and conduct its

<PAGE> 6

businesses as currently conducted or as described in the Prospectus.
Except as disclosed in the Prospectus, neither the Company nor the
Partnership owns or controls, or after the Closing Transactions will
own or control, directly or indirectly, any corporation, partnership,
association or other entity.

(d) Each of the Lessee and the General Partners has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the Commonwealth of Virginia with full power and
authority (corporate and other) to own and lease its properties and
conduct its business as described in the Prospectus.

(e) The Partnership (including each Subsidiary Partnership)
has been duly formed and is validly existing as a limited partnership
under the laws of the Commonwealth of Virginia with full power and
authority (partnership and other) to own and lease its properties and
conduct its business as currently conducted or as described in the
Prospectus. The First General Partner is and will on each Closing Date
be the sole general partner of Innkeepers USA Limited Partnership, and
upon the consummation of the Offering and the application of the
proceeds therefrom as described in the Prospectus, will be the holder
of 19,428,998 Units (assuming no Optional Common Shares are sold), or
approximately 79.4% of the Units in the Partnership. Upon the
consummation of the Offering, the First General Partner will own the
Units it holds free and clear of all liens, encumbrances, equities,
claims, security interests, voting trusts or charges. Except as set
forth in the Prospectus, each of the Company, the Partnership, the
Lessee and each property to be owned by the Partnership as of the
First Closing Date, including the Acquisition Hotels, is, and after
the consummation of the Offering will be, in possession of and
operating in compliance with all authorizations, licenses, permits,
consents, certificates and orders material to the conduct of its
business, all of which are valid and in full force and effect. Each of
the Company, the Partnership and the Lessee is, and after the
consummation of the Offering will be, duly qualified to do business
and in good standing as a foreign corporation, real estate investment
trust or partnership, as applicable, in each jurisdiction in which the
ownership or leasing of properties or the conduct of its respective
business requires such qualification, except for jurisdictions in
which the failure to so qualify would not have a material adverse
effect upon the Company, the Partnership or the Lessee, as the case
may be, and no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to revoke,
limit or curtail, such power and authority or qualification.

<PAGE> 7

(f) The Company has issued and outstanding 10,828,998 Shares
of Beneficial Interest, the issued and outstanding Shares of
Beneficial Interest have been duly authorized and validly issued, are
fully paid and nonassessable, have been issued in compliance with all
federal and state securities laws, were not issued in violation of or
subject to any preemptive rights or other rights to subscribe for or
purchase securities, and conform in all material respects to the
description thereof contained in the Prospectus. All issued and
outstanding Units of the Partnership have been validly issued and are
fully paid and nonassessable and have been issued in compliance with
all federal and state securities laws. Except as disclosed in or
contemplated by the Prospectus and the financial statements of the
Company, and the related notes thereto, neither the Company nor the
Partnership has outstanding any options to purchase, or any preemptive
rights or other rights to subscribe for or to purchase, any securities
or obligations convertible into, or any contracts or commitments to
issue or sell, shares of its beneficial interest or partnership
interests, as the case may be, or any such options, rights,
convertible securities or obligations.

(g) The Common Shares to be sold by the Company in the public
offering contemplated by this Agreement, when issued, delivered and
paid for in the manner set forth in this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable, will be
registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), have been duly authorized for
listing on the New York Stock Exchange upon official notice of
issuance and will conform in all material respects to the description
thereof contained in the Prospectus. No shareholder of the Company has
any right which has not been waived to require the Company to register
the sale of any shares owned by such shareholder under the Act in the
public offering contemplated by this Agreement. No further approval or
authority of the shareholders or the Board of Trustees of the Company
will be required for the issuance and sale of the Common Shares to be
sold by the Company as contemplated herein. The description of the
Company's share option, share bonus and other share plans or
arrangements, and the options or other rights granted and exercised
thereunder, set forth in the Prospectus accurately and fairly presents
in all material respects the information required to be shown with
respect to such plans, arrangements, options and rights. The Company
is, and following the issuance and sale of the Common Shares will be,
in compliance with all of the rules and regulations of the New York
Stock Exchange applicable to the Company.

(h) The Units (including the Preferred Units) to be issued to
the Company, to Marriott and to the DeBoer Group

<PAGE> 8

in connection with the Closing Transactions have been duly authorized
and, when issued in the manner set forth in the Prospectus, will be
duly authorized, validly issued, fully paid and nonassessable. The
Units (including the Preferred Units) have been, or will be, issued in
compliance with all federal and state securities laws, are not, or
will not be, issued in violation of or subject to any preemptive
rights or other rights to subscribe for or purchase securities and
conform in all material respects to the description thereof contained
in the Prospectus. The offer, issue, sale and delivery of the Units
(including the Preferred Units) in connection with the Closing
Transactions (i) constitute exempted transactions under the
registration provisions of the Act and (ii) will comply with all
federal securities, real estate syndication and Blue Sky laws. Neither
the acquisition of the Properties by the Partnership nor the issuance
of any Units (including the Preferred Units) to Marriott or to the
DeBoer Group will violate any laws or regulations of any governmental
body with regard to roll-up transactions as such term is defined in
Item 901(c) of Regulation S-K of the Rules and Regulations.

(i) The Partnership has obtained the agreement of Marriott
(for a period of one year) and the DeBoer Group (for a period of two
years from the date of issuance of Units to it) that for such period
such entities will not redeem Units, in the case of Marriott or
Preferred Units in the case of the DeBoer Group, to be received by
them.

(j) Each of the Company and the Partnership has full legal
right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly
authorized by the Company and the Partnership, has been duly executed
and delivered by the Company and the Partnership and constitutes a
valid and binding obligation of each of the Company and the
Partnership in accordance with its terms. The making and performance
of this Agreement by each of the Company and the Partnership and the
consummation of the transactions herein contemplated, including the
Closing Transactions, will not violate any provisions of the
declaration of trust, partnership agreement, certificate of
partnership, charter, by-laws or other organizational documents, as
applicable, of the Company, the Partnership or the Lessee and will not
conflict with, result in the breach or violation of, or constitute,
either by itself or upon notice or the passage of time or both, a
default under (i) any agreement, mortgage, deed of trust, lease,
franchise, license, indenture, permit or other instrument to which the
Company, the Partnership or the Lessee is a party or by which the
Company, the Partnership or the Lessee or any of their respective
properties may be bound or affected or (ii) any statute or any
authorization, judgment, decree, order, rule

<PAGE> 9

or regulation of any court or any regulatory body, administrative
agency or other governmental body applicable to the Company, the
Partnership the Lessee or any of their respective properties. No
consent, approval, authorization or other order of any court,
regulatory body, administrative agency or other governmental body is
required, including the satisfaction of any requirements pursuant to
the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended,
for the execution and delivery of this Agreement or the consummation
of the transactions contemplated by this Agreement, except for
compliance with the Act, the Blue Sky and Canadian securities laws
applicable to the public offering of the Common Shares by the several
Underwriters and the clearance of such offering with the National
Association of Securities Dealers, Inc. (the "NASD").

(k) Coopers & Lybrand L.L.P. ("Coopers & Lybrand") and KPMG
Peat Marwick ("KPMG"), who have expressed their opinion with respect
to the financial statements and schedules filed with the Commission or
incorporated by reference as a part of the Registration Statement and
included in the Prospectus and in the Registration Statement, are each
independent accountants as required by the Act and the Rules and
Regulations.

(l) The financial statements of the Company, the DeBoer
Hotels (as defined in the Prospectus) and the Lessee set forth in the
Registration Statement and Prospectus fairly present the financial
condition of such entities as of the dates indicated and the results
of operations and changes in financial position for the periods
presented. The pro forma financial statements included in the
Registration Statement and the Prospectus comply in all material
respects with the applicable requirements of Rule 11-02 of Regulation
S-X of the Commission and the pro forma adjustments have been properly
applied to the historical amounts in the compilation of such
statements. Such statements, schedules and related notes have been
prepared in accordance with generally accepted accounting principles
applied on a consistent basis as certified by the independent
accountants named in Section 2(k). No other financial statements or
schedules are required to be included in the Registration Statement.
The selected financial data set forth in the Prospectus under the
captions "Capitalization" and "Selected Financial Information" fairly
present the information set forth therein on the basis stated in the
Registration Statement.

(m) There are no contracts or other documents required to be
described in the Registration Statement or to be filed as exhibits to
the Registration Statement by the Act or by the Rules and Regulations
which have not been described or filed as required. Each of the
agreements described in this

<PAGE> 10

Section, in the Prospectus or attached as exhibits to the Registration
Statement in connection with the Closing Transactions (the "Closing
Agreements"), including this Agreement, the Second Amended and
Restated Agreement of Limited Partnership for the Partnership, each of
the Agreements of Purchase and Sale for the Acquisition Hotels, each
of the Percentage Leases for the Acquisition Hotels, the Management
Agreements for the Acquisition Hotels to be operated as Residence Inns
and the Franchise Agreement for the Hampton Inn-Norcross, Georgia
hotel, has been, or prior to the consummation of the Closing
Transactions will be, duly authorized, executed and delivered by the
parties thereto and constitute valid and binding agreements; and none
of the Company, the Partnership nor the Lessee nor to the best of the
Company's knowledge, any other party is, or upon the consummation of
the Closing Transactions will be, in breach of or default under any
Closing Agreement. The Company, the Partnership and the Lessee, as
applicable, and to the knowledge of the Company, each other party to
the Closing Agreements has full legal right, power and authority to
enter into each such agreement and to consummate the transactions
contemplated therein.

(n) There are no legal or governmental actions, suits or
proceedings pending in which service of process has been received by
an employee of the Company or, to the best of the Company's knowledge,
threatened to which the Company, the Partnership, or the Lessee is or
may be, or upon the consummation of the Closing Transactions will be,
a party or of which property owned or leased by the Company, the
Partnership or the Lessee is or may be, or upon the consummation of
the Closing Transactions will be, the subject, or related to
environmental or discrimination matters, which actions, suits or
proceedings might, individually or in the aggregate, prevent or
adversely affect the transactions contemplated by this Agreement or
result in a material adverse change in the condition (financial or
otherwise), properties, business, results of operations or prospects
of the Company, the Partnership or the Lessee; and no labor
disturbance by the employees of the Company, the Partnership or the
Lessee exists or is imminent which might be expected to affect
adversely such condition (financial or otherwise), properties,
business, results of operations or prospects. None of the Company, the
Partnership nor the Lessee is a party or subject to the provisions of
any material injunction, judgment, decree or order of any court,
regulatory body, administrative agency or other governmental body.

(o) Upon the consummation of the Closing Transactions, the
Partnership will have good and marketable title to the Acquisition
Hotels, subject to no lien, mortgage, pledge, charge or encumbrance of
any kind except (i) those reflected

<PAGE> 11

in the financial statements (or described elsewhere in the
Prospectus), or (ii) those which are not material in amount and do not
adversely affect the use made and proposed to be made of such property
by the Company and such partnership. The Partnership holds or will
hold upon consummation of the Closing Transactions, its leased
properties under valid and binding leases, with such exceptions as are
not or will not be materially significant in relation to the business
of any of the Partnership. The Company does not own or lease any real
property. The Partnership owns or leases and, upon the consummation of
the Closing Transactions, the Partnership will own or lease, all such
real and personal properties (except for items of inventory to be held
by the Lessee) as are necessary to operate the Properties as now
operated or as proposed to be operated.

(p) To the knowledge of the Company (i) no lessee, licensee,
concessionaire or vendor of any portion of any of the Hotels (as
defined in the Prospectus) is in default under any of the leases or
licenses governing such properties and there is no event which, but
for the passage of time or the giving of notice, or both, would
constitute a default under any of such leases or licenses, except such
defaults that would not, upon consummation of the Closing
Transactions, have a material adverse effect on the condition
(financial or otherwise) or on the earnings, business affairs or
business prospects of the Company, the Partnership or the Lessee; (ii)
all such leases or licenses are assignable without consent or approval
has been obtained to assign any such lease or license, to the
Partnership or the Lessee, as applicable, on the Closing Date; (iii)
the current and intended use and occupancy of each of the Hotels
complies with all applicable codes and zoning laws and regulations, if
any, except for such failures to comply which would not, upon
consummation of the Closing Transactions, individually or in the
aggregate, have a material adverse effect on the condition (financial
or otherwise) or on the earnings, business affairs or business
prospects of the Company, the Partnership or the Lessee; and (iv)
there is no pending or threatened condemnation, zoning change,
environmental or other proceeding or action that will in any material
respect affect the size of, use of, improvements on, construction on,
or access to any of the Hotels except such proceedings or actions that
would not after consummation of the Closing Transactions have a
material adverse effect on the condition (financial or otherwise) or
on the earnings, business affairs or business prospects of the
Company, the Partnership or the Lessee.

(q) Since June 30, 1996, and except as described in or
specifically contemplated by the Prospectus: (i) none of
the Company, the Partnership nor the Lessee has incurred any
material liabilities or obligations, indirect, direct or

<PAGE> 12

contingent, or entered into any material verbal or written agreement
or other transaction which is not in the ordinary course of business
or which could result in a material reduction in the future earnings
of the Company, the Partnership or the Lessee; (ii) none of the
Company, the Partnership nor the Lessee has sustained any material
loss or interference with its respective businesses or properties from
fire, flood, windstorm, accident or other calamity, whether or not
covered by insurance; (iii) none of the Company, the Partnership nor
the Lessee has paid or declared any dividends or other distributions
with respect to its capital stock, other than (A) the $0.225 per share
distribution declared by the Company payable on October 15, 1996 to
shareholders of record on September 27, 1996, (B) the distribution to
Mr. Fisher and Mr. Shaw in the aggregate amount of $___________,
shares of beneficial interest or interests, as applicable, and none of
the Company, the Partnership nor the Lessee is in default in the
payment of principal or interest on any outstanding material debt
obligations; (iv) there has not been any change in the number of
outstanding Shares of Beneficial Interest (other than upon the sale of
the Common Shares or purchase of shares pursuant to the Company's
dividend reinvestment program) of the Company, the ownership interests
in any of the Partnership or the common stock of the Lessee or
indebtedness material to the Company, the Partnership or the Lessee
(other than in the ordinary course of business); and (v) there has not
been any material adverse change in the condition (financial or
otherwise), business, properties, results of operations or prospects
of the Company, the Partnership or the Lessee.

(r) Except as disclosed in or specifically contemplated by
the Prospectus, the Company, the Partnership and the Lessee have and
will have, upon the consummation of the Closing Transactions,
sufficient trademarks, trade names, patent rights, copyrights,
licenses or other similar rights and proprietary knowledge
(collectively, "Intangibles"), approvals and governmental
authorizations to conduct their businesses as now conducted; the
expiration of any Intangibles, approvals or governmental
authorizations would not have a material adverse effect on the
condition (financial or otherwise), business, results of operations or
prospects of the Partnership or, upon the consummation of the Closing
Transactions, the Company, the Partnership or the Lessee; and the
Company has no knowledge of any material infringement by the
Partnership of any Intangibles, and there is no claim being made
against the Company, the Partnership or the Lessee regarding any
Intangible or other infringement which could have a material adverse
effect on the condition (financial or otherwise), business, results of
operations or prospects of the Company, the Partnership or the Lessee.

<PAGE> 13

(s) Neither the Company nor the Partnership has been advised,
or has reason to believe, that the Company, the Partnership and the
Lessee are not conducting, and after the consummation of the Closing
Transactions will not be conducting, business in compliance with all
applicable laws, rules and regulations of the jurisdictions in which
any of them is, or upon the consummation of the Closing Transactions
will be, conducting business, including, without limitation, all
applicable local, state and federal environmental laws and
regulations; except where failure to be in compliance would not
materially adversely affect the condition (financial or otherwise),
business, results of operations or prospects of any such entity.

(t) The Company, the Partnership and the Lessee each has
filed all necessary federal, state and foreign income and franchise
tax returns and has paid all taxes shown as due thereon; and to the
Company's knowledge, there is no tax deficiency which has been or
might be, whether in connection with the consummation of the Closing
Transactions or otherwise, asserted or threatened against which could
materially and adversely affect the business, operations or properties
of, the Company, the Partnership or the Lessee, as the case may be.

(u) Neither of the Company nor the Partnership has
distributed or will distribute prior to the First Closing Date any
offering material in connection with the offering and sale of the
Common Shares other than the Prospectus, the Registration Statement
and the other materials permitted by the Act.

(v) None of the Company, the Partnership nor the Lessee has
at any time during the last five years (i) made any unlawful
contribution to any candidate for foreign office or failed to disclose
fully any contribution in violation of law or (ii) made any payment to
any federal or state governmental officer or official, or other person
charged with similar public or quasi-public duties, other than
payments required or permitted by the laws of the United States or any
jurisdiction thereof.

(w) Neither the Company nor any of its affiliates has taken
or will take, directly or indirectly, any action designed to or that
might be reasonably expected to cause or result in stabilization or
manipulation of the price of the Common Shares to facilitate the sale
or resale of the Common Shares.

(x) Upon consummation of the Closing Transactions, the
Company, the Partnership or the Lessee, as applicable, will have and
will maintain liability, property and casualty insurance (insured by
insurers of recognized financial

<PAGE> 14

responsibility) in favor of the Partnership, and in the case of
liability insurance, the Lessee and the Partnership, with respect to
each of the Hotels, in an amount and on such terms as is reasonable
and customary for businesses of the type proposed to be conducted by
the Partnership and the Lessee, including, among other things,
insurance against theft, damage, destruction and acts of vandalism.
Neither the Company nor the Partnership has received from any
insurance company notice of any material defects or deficiencies
affecting the insurability of any such Hotels.

(y) Upon consummation of the Closing Transactions, title
insurance in favor of the Partnership will be in force with respect to
each of the Hotels in an amount at least equal to the purchase price
of such Hotel set forth in the applicable Agreements of Purchase and
Sale.

(z) The mortgages and deeds of trust encumbering the Hotels
are not convertible nor, upon the consummation of the Closing
Transactions, will the Company or the Partnership hold a participating
interest therein and such mortgages and deeds of trust are not
cross-defaulted or cross-collateralized to any property not to be
owned directly or indirectly by the Company or the Partnership.

(aa) The Agreements of Purchase and Sale have been duly
authorized, executed and delivered by the parties thereto and give the
Partnership the right upon the terms set forth therein and upon
payment of the consideration specified therein, to acquire the Hotels
and all other assets specified therein. Other than payments set forth
in the Agreements of Purchase and Sale or in connection with the
termination of the management agreements with respect to the DeBoer
Hotels to be operated as Residence Inns, none of the Company, the
Partnership nor the Lessee will be required to make any payments to,
or on behalf of, the Partnership in connection with the acquisition of
the Hotels.

(bb) Each of the Company, the Partnership and the Lessee (i)
is or will be, as of the Closing Date after giving effect to the
Closing Transactions, 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 any
Hazardous Material (as hereinafter defined) ("Environmental Laws"),
(ii) has received, or will have received, as of the Closing Date after
giving effect to the Closing Transactions, as the case may be, all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii)
is, or will be, as of the Closing Date after giving effect to the
Closing Transactions, as the case may be, in compliance with all terms
and conditions of any such permit, license or

<PAGE> 15

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 are otherwise disclosed in the Prospectus or
would not, singly or in the aggregate, after consummation of the
Closing Transactions, have a material adverse effect on the Company,
the Partnership or the Lessee. As used herein, "Hazardous Material"
shall mean (a) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended ("CERCLA"), (b) any "hazardous waste" as defined
by the Resource Conservation and Recovery Act, as amended, (c) any
petroleum or petroleum product, (d) any polychlorinated biphenyl and
(e) any pollutant or contaminant or hazardous, dangerous, or toxic
chemical, material, waste or substance regulated under or within the
meaning of any other Environmental Law.

(cc) To the knowledge of the Company, there is no liability,
alleged liability or potential liability (including, without
limitation, liability, alleged liability or potential liability for
investigatory costs, cleanup costs, governmental response costs,
natural resources damages, property damages, personal injuries or
penalties), of any of the Present Owners, the Company, the Partnership
or the Lessee arising out of, based on or resulting from (a) the
presence or release into the environment of any Hazardous Material at
any location, whether or not owned by any of the Present Owners, the
Company or the Lessee or (b) any violation or alleged violation of any
Environmental Law, which liability, alleged liability or potential
liability is required to be disclosed in the Registration Statement,
other than as disclosed therein, or which liability, alleged liability
or potential liability, singly or in the aggregate, would have a
material and adverse effect on the respective business, prospects,
properties, condition (financial or otherwise) or results of
operations of any of the Hotels or the Company, the Partnership or the
Lessee.

(dd) None of the Company, the Partnership nor the Lessee is
or will become as a result of the Closing Transactions, or will
conduct their respective businesses in a manner in which any such
entity would become an "investment company" or an entity "controlled"
by an "investment company" as such terms are defined in the Investment
Company Act of 1940, as amended (the "1940 Act").

(ee) Neither the assets of the Company nor the Partnership
constitutes, nor will such assets, as of the Closing Date, constitute
"plan assets" under the Employee

<PAGE> 16

Retirement Income Security Act of 1974, as amended ("ERISA").

(ff) As of the Closing Date, the Company will be organized
and will operate in a manner so as to qualify as a "real estate
investment trust" ("REIT") under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the "Code"), and has
elected to, is qualified to and intends to remain qualified to, be
taxed as a REIT under the Code and pursuant to any applicable state
tax laws. As of the Closing Date, less than 15 percent of the
aggregate adjusted tax bases of both the personal property and the
real property (the "Total Bases") to be leased pursuant to any
Percentage Lease shall consist of the adjusted tax bases of the
personal property (the "Personal Property Bases"), except in each
instance where the failure to maintain such ratios will not disqualify
the Company's election as a REIT or otherwise have a material adverse
effect on the business and operations of the Company; in each
succeeding year the Personal Property Bases in connection with each
Percentage Lease will not exceed 15 percent of the Total Bases for
such lease, except in each instance where the failure to maintain such
ratios will not cause the Company to fail to qualify as a REIT or
otherwise have a material adverse effect on the business and
operations of the Company; and the Company has received a segmentation
study from Coopers & Lybrand L.L.P. stating that based on its
projections, during the first five years of the term of each
Percentage Lease less than 15 percent of the Total Bases of each such
Percentage Lease is expected to consist of Personal Property Bases,
except in each instance where the failure to maintain such ratios will
not cause the Company to fail to qualify as a REIT or otherwise have a
material adverse effect on the business and operations of the Company.
The Company does not know of any event which would cause or is likely
to cause the Company to fail to qualify as a REIT at any time. All of
the assets, liabilities and items of income, deduction and credit of
the Partnership are, and following the consummation of the Closing
Transactions will be, treated as assets, liabilities and items of
income, deduction and credit of the Company under the provisions of
the Code and the Partnership is not, nor will it be, treated as a
separate corporation under the provisions of the Code. The Partnership
is, and upon the consummation of the Closing Transactions will be,
treated for federal income tax purposes as a partnership and not as an
association taxable as a corporation.

(gg) The Partnership has maintained and currently maintains,
and upon consummation of the Closing Transactions, the Company, the
Partnership and the Lessee will each maintain, a system of internal
accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with

<PAGE> 17

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 financial and
corporate books and records 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.

(hh) Neither the Company, the Partnership nor any other
affiliate of the Company has incurred any liability for a fee,
commission or other compensation on account of the employment of a
broker or finder in connection with the transactions contemplated by
this Agreement other than as disclosed in the Registration Statement.

(ii) No environmental engineering firm which prepared Phase I
environmental assessment reports of the Properties with respect to the
Hotels as set forth in the Registration Statement was employed for
such purpose on a contingent basis or has any substantial interest in
the Company, the Partnership or the Lessee.

(jj) To the best knowledge of the Company, no general labor
problem exists or is imminent with the employees of any of the Hotels,
the Company, the Partnership or the Lessee. All applicable
notification requirements in connection with the Worker Adjustment and
Retraining Notification Act ("WARN") have been fulfilled in connection
with the transfer of the Hotels to the Partnership.

(kk) The Closing Transactions, including the leasing and
operation of the Properties by the Lessee, have been consented to by
each of the Franchisors, to the extent applicable, and the
consummation of the Closing Transactions will not result in a breach
of any Franchise Agreement. There are no franchise agreements and/or
licenses in connection with the Hotels except for the franchise
agreements and/or licenses with the Franchisors. On the Closing Date,
the Company will deliver a certificate (from the applicable Franchisor
or from the Company as to those Hotels for which no certificate is
provided by the Franchisor) for each of the Hotels to the effect that
the assignment of the Franchise Agreement or the entering into of new
Franchise Agreement in connection with the Closing Transactions has
been approved by the Franchisor, such Hotel is in compliance with all
of the terms of the Franchise Agreement (except where such
non-compliance will not have a material adverse effect on the
operations of the Company or the Hotels) and there are no requirements
or duties on the part of any party and no understandings as to any
required

<PAGE> 18

improvements or other expenditures for such Hotel in connection with
such consents or the entering into of a new Franchise Agreement except
as set forth in the Prospectus.

(ll) Each certificate signed by any officer of the Company,
the Partnership or the Lessee or any of their affiliates and delivered
to the Representatives or counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company, the Partnership or
the Lessee, as the case may be, as to the matters covered thereby.

(mm) The personal property (including, but not limited to,
furniture, equipment, bedding and towels) to be acquired from the
Present Owners or held by the Partnership immediately prior to the
Closing Date as part of the Hotels is adequate to enable the
Partnership and the Lessee to continue to conduct the operations of
the Hotels in the manner in which such operations have normally been
conducted by the Present Owners and the Partnership. The Company has
provided the Representatives with a replacement schedule for such
personal property which the Company reasonably believes is sufficient
to permit the Hotels to continue to be operated in the manner in which
such operations have been conducted by the Present Owners and the
Partnership and which will comply with the requirements of the
Franchise and Management Agreements.

(nn) The Closing Agreements and all deeds, assignments of
leases and other documents delivered in connection therewith are
sufficient to effect the transfer to the Partnership or the Lessee, as
applicable, of all right, title and interest in and to the Hotels and
other assets specified therein upon payment of the consideration
therefor.

(oo) None of the Company, the Partnership, the Lessee nor any
of their affiliates does business with the government of Cuba or with
any person or affiliate located in Cuba in violation of Section
517.075 of the Florida Statutes.

(pp) The Closing Transactions, have been consented to by
Nomura Asset Capital Corporation, as lender under the Term Loan and Line of
Credit (each as described in the Prospectus), to the extent required under the
applicable loan documents. The Company is not and will not upon consummation of
the Closing Transactions be in default of its obligations, covenants and
agreements contained in the Term Loan and/or the Line of Credit.

SECTION 3. Representations and Warranties of the
Underwriters. The Representatives, on behalf of the several Underwriters,
represent and warrant to the Company and the Partnership that the information
set forth (i) on the cover page

<PAGE> 19

of the Prospectus with respect to price, underwriting discounts and commissions
and terms of offering and (ii) under "Underwriting" in the Prospectus was
furnished to the Company by and on behalf of the Underwriters for use in
connection with the preparation of the Registration Statement and the
Prospectus and is correct in all material respects. The Representatives
represent and warrant that they have been authorized by each of the other
Underwriters as the Representatives to enter into this Agreement on its behalf
and to act for it in the manner herein provided.

SECTION 4. Purchase, Sale and Delivery of Common Shares. On
the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to the Underwriters the Firm Common Shares. The Underwriters
agree, severally and not jointly, to purchase from the Company the number of
Firm Common Shares described below. The purchase price per share to be paid by
the several Underwriters to the Company shall be $_______ per share.

Delivery of certificates for the Firm Common Shares to be
purchased by the Underwriters and payment therefor shall be made at such place
as set forth below at such time and date, not later than the third (or, if the
Firm Common Shares are priced, as contemplated by Rule 15c6-1(c) of the
Securities Exchange Act of 1934, after 4:30 P.M. Washington, D.C. Time, the
fourth) full business day following the first date that any of the Common
Shares are released by you for sale to the public, as you shall designate by at
least 48 hours' prior notice to the Company (or at such other time and date,
not later than one week after such third full business day as may be agreed
upon by the Company and the Representatives) (the "First Closing Date");
provided, however, that if the Prospectus is at any time prior to the First
Closing Date recirculated to the public, the First Closing Date shall occur
upon the later of the third or fourth, as the case may be, full business day
following the first date that any of the Common Shares are released by you for
sale to the public or the date that is 48 hours after the date that the
Prospectus has been so recirculated.

Delivery of certificates for the Firm Common Shares shall be
made by or on behalf of the Company to you, for the respective accounts of the
Underwriters against payment by you, for the accounts of the several
Underwriters, of the purchase price therefor by wire transfer or certified or
official bank checks payable in same day funds to the order of a title company
designated by the Company to facilitate payment by the Company for the
acquisition of the Acquisition Hotels. The certificates for the Firm Common
Shares shall be registered in such names and denominations as you shall have
requested in writing to the Company or the Company's transfer agent at least
two full business days prior to the First Closing Date, and shall be made

<PAGE> 20

available for checking and packaging on the business day preceding the First
Closing Date at a location in New York, New York or such other location, as may
be designated by you. Time shall be of the essence, and delivery at the time
and place specified in this Agreement is a further condition to the obligations
of the Underwriters.

In addition, on the basis of the representations, warranties
and agreements herein contained, but subject to the terms and conditions herein
set forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, the Optional Common Shares at the purchase
price per share to be paid for the Firm Common Shares, for use solely in
covering any over-allotments made by you for the account of the Underwriters in
the sale and distribution of the Firm Common Shares. The option granted
hereunder may be exercised at any time (but not more than once) within 30 days
after the first date that any of the Common Shares are released by you for sale
to the public, upon notice by you to the Company setting forth the aggregate
number of Optional Common Shares as to which the Underwriters are exercising
the option, the names and denominations in which the certificates for such
shares are to be registered and the time and place at which such certificates
will be delivered. Such time of delivery (which may not be earlier than the
First Closing Date), being herein referred to as the "Second Closing Date,"
shall be determined by you, but if at any time other than the First Closing
Date shall not be earlier than three nor later than five full business days
after delivery of such notice of exercise. The number of Optional Common Shares
to be purchased by each Underwriter shall be determined by multiplying the
number of Optional Common Shares to be sold by the Company pursuant to such
notice of exercise by a fraction, the numerator of which is the number of Firm
Common Shares to be purchased by such Underwriter as set forth opposite its
name in Schedule A and the denominator of which is 8,600,000 (subject to such
adjustments to eliminate any fractional share purchases as you in your
discretion may make). Certificates for the Optional Common Shares will be made
available for checking and packaging on the business day preceding the Second
Closing Date at a location in New York, New York or such other location, as may
be designated by you. Payment for the Optional Common Shares shall be made
directly to the Company, or such other party as designated by the Company, by
wire transfer of same-day funds and delivery of the Optional Common Shares
shall be the same as for the Firm Common Shares purchased from the Company as
specified in the two preceding paragraphs. At any time before lapse of the
option, you may cancel such option by giving written notice of such
cancellation to the Company. If the option is cancelled or expires unexercised
in whole or in part, the Company will deregister under the Act the number of
Common Shares as to which the option has not been exercised.

<PAGE> 21

You have advised the Company that each Underwriter has
authorized you to accept delivery of its Common Shares, to make payment and to
issue a receipt therefor. You, individually and not as the Representatives of
the Underwriters, may (but shall not be obligated to) make payment for any
Common Shares to be purchased by any Underwriter whose funds shall not have
been received by you by the First Closing Date or the Second Closing Date, as
the case may be, for the account of such Underwriter, but any such payment
shall not relieve such Underwriter from any of its obligations under this
Agreement.

Subject to the terms and conditions hereof, the Underwriters
propose to make a public offering of their respective portions of the Common
Shares as soon after the effective date of the Registration Statement as in the
judgment of the Representatives is advisable and at the public offering price
set forth on the cover page of and on the terms set forth in the Prospectus.

SECTION 5. Covenants of the Company and the
Partnership. The Company and the Partnership covenant and agree
that:

(a) The Company will use its best efforts to cause the
Registration Statement and any amendment thereof, if not effective at
the time and date that this Agreement is executed and delivered by the
parties hereto, to become effective. If the Registration Statement has
become or becomes effective pursuant to Rule 430A of the Rules and
Regulations, or the filing of the Prospectus is otherwise required
under Rule 424(b) of the Rules and Regulations, the Company will file
the Prospectus, properly completed, pursuant to the applicable
paragraph of Rule 424(b) of the Rules and Regulations within the time
period prescribed and will provide evidence satisfactory to you of
such timely filing. The Company will promptly advise you in writing
(i) of the receipt of any comments of the Commission, (ii) of any
request of the Commission for amendment of or supplement to the
Registration Statement (either before or after it becomes effective),
any Preliminary Prospectus or the Prospectus or for additional
information, (iii) when the Registration Statement shall have become
effective and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the
institution of any proceedings for that purpose. If the Commission
shall enter any such stop order at any time, the Company will use its
best efforts to obtain the lifting of such order at the earliest
possible moment. The Company will not file any amendment or supplement
to the Registration Statement (either before or after it becomes
effective), any Preliminary Prospectus or the Prospectus of which you
have not been furnished with a copy a reasonable time prior to such
filing or to which you reasonably object

<PAGE> 22

or which is not in compliance with the Act and the Rules and
Regulations.

(b) The Company will prepare and file with the Commission,
promptly upon your request, any amendments or supplements to the
Registration Statement or the Prospectus which in your judgment may be
necessary or advisable to enable the several Underwriters to continue
the distribution of the Common Shares and will use its best efforts to
cause the same to become effective as promptly as possible. The
Company will fully and completely comply with the provisions of Rule
430A of the Rules and Regulations with respect to information omitted
from the Registration Statement in reliance upon such Rule.

(c) If at any time within the applicable period referred to
in Section 10(a)(3) of the Act or Rule 174 of the Rules and
Regulations during which a prospectus relating to the Common Shares is
required to be delivered any event occurs, as a result of which the
Prospectus, including any amendments or supplements, would include an
untrue statement of a material fact, or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, or if it is necessary at any time to amend the
Prospectus, including any amendments or supplements, to comply with
the Act or the Rules and Regulations, the Company will promptly advise
you thereof and will promptly prepare and file with the Commission, at
its own expense, an amendment or supplement which will correct such
statement or omission or an amendment or supplement which will effect
such compliance and will use its best efforts to cause the same to
become effective as soon as possible; and, in case any Underwriter is
required to deliver a prospectus after the applicable time period, the
Company upon request, but at the expense of such Underwriter, will
promptly prepare such amendment or amendments to the Registration
Statement and such Prospectus or Prospectuses as may be necessary to
permit compliance with the requirements of Section 10(a)(3) of the Act
and Rule 174 of the Rules and Regulations, as applicable.

(d) As soon as practicable, but not later than 45 days (or 90
days if such quarter is the fiscal year end) after the end of the
first quarter ending after one year following the effective date of
the Registration Statement (as defined in Rule 158(c) of the Rules and
Regulations), the Company will make generally available to its
security holders an earnings statement (which need not be audited)
covering a period of 12 consecutive months beginning after the
effective date of the Registration Statement which will satisfy the
provisions of the last paragraph of Section 11(a) of the Act.

<PAGE> 23

(e) During such period as a prospectus is required by law to
be delivered in connection with sales by an Underwriter or dealer, the
Company, at its expense, but only for the applicable period referred
to in Section 10(a)(3) of the Act or Rule 174 of the Rules and
Regulations, will furnish to you or mail to your order copies of the
Registration Statement, the Prospectus, the Preliminary Prospectus and
all amendments and supplements to any such documents in each case as
soon as available and in such quantities as you may reasonably
request, for the purposes contemplated by the Act and the Rules and
Regulations.

(f) The Company shall cooperate with you and your counsel in
order to qualify or register the Common Shares for sale under (or
obtain exemptions from the application of) the Blue Sky and Canadian
securities laws of such jurisdictions as you designate, will comply
with such laws and will continue such qualifications, registrations
and exemptions in effect so long as reasonably required for the
distribution of the Common Shares; provided, however, that neither the
Company nor the Partnership shall be required to qualify as a foreign
real estate investment trust, corporation or partnership, as
applicable, or to file a general consent to service of process in any
such jurisdiction where it is not presently qualified or where it
would be subject to taxation as a foreign real estate investment
trust, corporation or partnership. The Company will advise you
promptly of the suspension of the qualification or registration of (or
any such exemption relating to) the Common Shares for offering; sale
or trading in any jurisdiction or any initiation or threat of any
proceeding for any such purpose, and in the event of the issuance of
any order suspending such qualification, registration or exemption,
the Company, with your cooperation, will use its best efforts to
obtain the withdrawal thereof.

(g) During the period of five years hereafter, the Company
will furnish to the Representatives and, upon request of the
Representatives, to each of the other Underwriters: (i) as soon as
available after the end of each fiscal year and mailing to the
shareholders, copies of the Annual Report of the Company containing
the balance sheet of the Company as of the close of such fiscal year
and statements of income, shareholders' equity and cash flows for the
year then ended and the opinion thereon of the Company's independent
public accountants; (ii) as soon as practicable after the filing
thereof, copies of each proxy statement, Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Report on Form 8-K or other report
filed by the Company with the Commission, the NASD or any securities
exchange; and (iii) as soon as available, copies of any

<PAGE> 24

report or communication of the Company mailed generally to holders of
its Common Shares.

(h) During the period of 90 days after the first date that
any of the Common Shares are released by you for sale to the public,
without the prior written consent of Montgomery Securities (which
consent may be withheld at the sole discretion of Montgomery
Securities), the Company and Messrs. Fisher and Shaw will not, other
than pursuant to the Company's share incentive plans, dividend
reinvestment plan, pursuant to redemptions in accordance with the
Partnership Agreement or in connection with the acquisition of real
estate or hotel properties or in connection with a merger,
consolidation or similar transaction issue, offer, sell, grant options
to purchase or otherwise dispose of any of the Company's equity
securities or any other securities convertible into or exchangeable
with its Shares of Beneficial Interest or other equity security.

(i) The Company and the Partnership will apply the net
proceeds of the sale of the Common Shares sold by the Company
substantially in accordance with the statements under the caption "Use
of Proceeds" in the Prospectus.

(j) As necessary, the Company will use its reasonable best
efforts to qualify or register its Common Shares for sale in
non-issuer transactions under (or obtain exemptions from the
application of) the Blue Sky laws of the State of California and the
provincial laws of Canada as specified by the Representatives (and
thereby permit market making transactions and secondary trading in the
Company's Common Shares in California and such Canadian provinces as
specified by the Representatives), will comply with such Blue Sky or
Canadian provincial laws and will use its reasonable best efforts to
continue such qualifications, registrations and exemptions in effect
for a period of five years after the date hereof; provided, however,
that neither the Company nor the Partnership shall be required to
qualify as a foreign real estate investment trust, corporation or
partnership, as applicable, or to file a general consent to service of
process in any such jurisdiction where it is not presently qualified
or where it would be subject to taxation as a foreign real estate
investment trust, corporation or partnership.

(k) The Company will use its reasonable best efforts to
continue the listing of the Common Shares on the New York Stock
Exchange and will continue to comply with all of the rules and
regulations of the New York Stock Exchange applicable to the Company
and the trading of the Common Shares.

<PAGE> 25

(l) The Company will continue to meet the requirements to
qualify as a REIT, effective for the year ending December 31, 1994 and
thereafter.

(m) The Company will maintain a transfer agent for the Common
Shares and, if necessary under the jurisdiction of formation of the
Company, a registrar (which may be the same entity as the transfer
agent).

(n) The Company and the Partnership will not permit the
redemption of any of the (i) Units issued to Marriott, or (ii)
Preferred Units issued to the DeBoer Group, into Shares of Beneficial
Interest prior to one year and two years, respectively, after the
issuance of such Units.

(o) The Company and the Partnership in good faith will
enforce the terms of any agreements with the Lessee, the Present
Owners or any parties affiliated with the Lessee, including, without
limitation, the Share Purchase Agreement dated as of the First Closing
Date by and among Jeffrey H.
Fisher, Frederic M. Shaw and the Company.
(p) The Partnership will, per quarter on a cumulative basis,
make available for periodic replacement and refurbishment of
furniture, fixtures and equipment at each of the Hotels an amount
equal to 4% of room revenues (as defined in the Percentage Leases).

You, on behalf of the Underwriters, may, in your sole discretion, waive in
writing the performance by the Company or the Partnership, as applicable, of
any one or more of the foregoing covenants or extend the time for their
performance.

SECTION 6. Payment of Expenses. Whether or not the
transactions contemplated hereunder are consummated or this Agreement becomes
effective or is terminated, the Company agrees to pay all costs, fees and
expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby,
including without limiting the generality of the foregoing, (i) all expenses
incident to the issuance and delivery of the Common Shares (including all
printing and engraving costs), (ii) all fees and expenses of the registrar and
transfer agent of the Common Shares, (iii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Common Shares
to the Underwriters, (iv) all fees and expenses of the Company's counsel and
the Company's independent accountants, (v) all costs and expenses incurred in
connection with the preparation, printing, filing, shipping and distribution of
the Registration Statement, each Preliminary Prospectus and the Prospectus
(including all exhibits and financial statements) and all amendments and
supplements provided for herein and the Blue Sky memorandum, (vi) all filing
fees, attorneys' fees and expenses incurred by the Company or the Underwriters
in connection with

<PAGE> 26

qualifying or registering (or obtaining exemptions from the qualification or
registration of) all or any part of the Common Shares for offer and sale under
the Blue Sky laws or the provincial securities laws of Canada, (vii) the filing
fee of the NASD and the related legal fees in connection with such filing and
(viii) all other fees, costs and expenses referred to in Item 30 of the
Registration Statement. Except as provided in this Section 6, Section 8 and
Section 10 hereof, the Underwriters shall pay all of their own expenses,
including the fees and disbursements of their counsel (excluding those relating
to qualification, registration or exemption under the Blue Sky and Canadian
provincial securities laws and the Blue Sky memorandum and the legal fees in
connection with clearance of the offering with the NASD referred to above which
fees shall be paid on the First Closing Date or the Second Closing Date, as
applicable).

SECTION 7. Conditions of the Obligations of the Underwriters.
The obligations of the several Underwriters to purchase and pay for the Firm
Common Shares on the First Closing Date and the Optional Common Shares on the
Second Closing Date shall be subject to the accuracy of the representations and
warranties on the part of the Company and the Partnership herein set forth as
of the date hereof and as of the First Closing Date or the Second Closing Date,
as the case may be, to the accuracy of the statements of the Company's officers
and the Partnership's officers made pursuant to the provisions hereof, to the
performance by each of the Company and the Partnership of its obligations
hereunder, and to the following additional conditions:

(a) The Registration Statement shall have become effective
not later than 5:00 P.M. (or, in the case of a registration statement
filed pursuant to Rule 462(b) of the Rules and Regulations relating to
the Common Shares, not later than 10:00 P.M.) Miami, Florida time, on
the date of this Agreement, or at such later time as shall have been
consented to by you; if the filing of the Prospectus, or any
supplement thereto, is required pursuant to Rule 424(b) of the Rules
and Regulations, the Prospectus shall have been filed in the manner
and within the time period required by Rule 424(b) of the Rules and
Regulations; and prior to such Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted or
shall be pending or, to the knowledge of the Company or you, shall be
contemplated by the Commission; and any request of the Commission for
inclusion of additional information in the Registration Statement, or
otherwise, shall have been complied with to your satisfaction.

(b) There shall have been furnished to you, as
Representatives of the Underwriters, on each Closing Date,

<PAGE> 27

in form and substance satisfactory to you, except as
otherwise expressly provided below:

(i) An opinion of Hunton & Williams, counsel for the
Company, the Partnership and the Lessee, or Ballard Spahr
Andrews & Ingersoll, special Maryland counsel to the Company,
addressed to the Underwriters and dated the First Closing
Date, or the Second Closing Date, as the case may be, to the
effect that:

(1) The Company is a real estate investment
trust with transferable shares of beneficial
interest (except as transferability may be
restricted in the Declaration of Trust of the
Company), duly formed and existing under and by
virtue of the laws of the State of Maryland, is in
good standing with the State Department of
Assessments and Taxation of Maryland, and has the
requisite trust power to own its properties and
conduct its business substantially as described in
the Registration Statement; and, to such counsel's
knowledge, other than the entities listed on
Schedules 1 and 2 attached hereto, the Company does
not own or control, directly or indirectly, any
corporation, association, partnership or other
entity;

(2) Each of the General Partners has been
duly incorporated and is validly existing as a
corporation in good standing under the laws of the
Commonwealth of Virginia and has the requisite
corporate power and authority to own its properties
and conduct its business as described in the
Registration Statement;

(3) Each Lessee has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia, and is duly qualified to do business as a
foreign corporation and is in good standing in the
each of the states in which it leases real property
from the Partnership and has the requisite corporate
power and authority to own its properties and
conduct its business as described in the
Registration Statement;

(4) The Partnership has been duly formed
and is validly existing as a limited partnership
under the laws of the Commonwealth of Virginia, is
duly qualified to do business as a foreign limited
partnership and is in good standing in each of the
states in which it owns real property, has the
requisite partnership power and authority to own

<PAGE> 28

and lease its properties and conduct its business as
currently conducted as described in the Prospectus.
The General Partners are the sole general partners
of the Partnership and the Subsidiary Partnerships
and, upon the consummation of the Closing
Transactions, the First General Partner will be the
holder of 19,428,998 Units (assuming no Optional
Common Shares are sold), or approximately 79.4% of
the Units in the Partnership which Units, to such
counsel's knowledge (and except for the pledge of
Units in connection with the Line of Credit and the
Term Loan) shall be held free and clear of all
liens, encumbrances, equities, claims, security
interests, voting trusts or charges;

(5) All of the issued and outstanding
Shares of Beneficial Interest have been duly
authorized and validly issued; all outstanding
Shares of Beneficial Interest were duly registered
under the Act or were issued in transactions exempt
from the registration requirements of the Act and
were duly registered or subject to an available
exemption from the registration requirements of the
applicable state securities or blue sky laws, are
fully paid and nonassessable, were not issued in
violation of or subject to any statutory, or to such
counsel's knowledge, other preemptive rights or
other rights to subscribe for or purchase any
securities and conformed in all material respects to
the description thereof incorporated by reference in
the Registration Statement; provided however that
such counsel need not express any opinion with
respect to the registration or availability of an
exemption under applicable state securities or blue
sky laws for Common Shares issued pursuant to an
underwritten public offering;

(6) The certificates representing the
Common Shares to be delivered hereunder are in due
and proper form under Maryland law, and when duly
countersigned by the Company's transfer agent and
registrar, and delivered to you or upon your order
against payment of the agreed consideration therefor
in accordance with the provisions of this Agreement,
the Common Shares represented thereby will be duly
authorized and validly issued, fully paid and
nonassessable, will not have been issued in
violation of or subject to any statutory, or to such
counsel's knowledge, other preemptive rights or
other rights to subscribe for or purchase
securities;

<PAGE> 29

(7) Except as disclosed in or specifically
contemplated by the Prospectus, to such counsel's
knowledge, there are no outstanding options,
warrants or other rights calling for the issuance
of, and no commitments, plans or arrangements to
issue, any Shares of Beneficial Interest of the
Company or any security convertible into or
exchangeable for shares of beneficial interest of
the Company;

(8) The issued and outstanding Units are as
set forth in the Prospectus; all necessary
partnership proceedings have been taken in order to
validly authorize the Units which will be issued in
connection with the Closing Transactions; when
issued and delivered against payment therefor as
provided in the Partnership Agreement, the Purchase
and Sale Agreement with Marriott and the Purchase
and Sale Agreements with the DeBoer Group, all
outstanding Units (including those issued in
connection with the Closing Transactions) will be
duly and validly issued, will be fully paid and
nonassessable and the issuance of such Units will be
exempt from the registration requirements of the Act
and applicable state securities laws; and, to such
counsel's knowledge other than as described in the
Prospectus such Units will not be issued in
violation of or subject to any statutory, or to such
counsel's knowledge, other preemptive rights or
other rights to subscribe for or purchase any
securities; and conform in all material respects to
the description thereof contained in the
Registration Statement;

(9) The issued and outstanding Preferred
Units are as set forth in the Prospectus; all
necessary partnership proceedings have been taken in
order to validly authorize the Preferred Units which
will be issued in connection with the Closing
Transactions; when issued and delivered against
payment therefor as provided in the Partnership
Agreement and the Purchase and Sale Agreements with
the DeBoer Group, all outstanding Preferred Units
(including those issued in connection with the
Closing Transactions) will be duly and validly
issued, will be fully paid and nonassessable and the
issuance of such Preferred Units will be exempt from
the registration requirements of the Act and
applicable state securities laws; and, to such
counsel's knowledge other than as described in the
Prospectus such Preferred Units will not be issued
in violation of

<PAGE> 30

or subject to any statutory, or to such counsel's
knowledge, other preemptive rights or other rights
to subscribe for or purchase any securities; and
conform in all material respects to the description
thereof contained in the Registration Statement;

(10)(a) Counsel to the Company has been
verbally advised by the Commission staff that the
Registration Statement has become effective under
the Act, and, to such counsel's knowledge, no stop
order suspending the effectiveness of the
Registration Statement or preventing the use of the
Prospectus has been issued and no proceedings for
that purpose have been instituted or are pending or
contemplated by the Commission and any required
filing of the Prospectus and any supplement thereto
pursuant to Rule 424(b) of the Rules and Regulations
has been made in the manner and within the time
period required by such Rule 424(b);

(b) The Registration Statement, the
Prospectus and any amendment or supplement thereto
(except for the financial statements and schedules
and other financial and statistical information
included therein as to which such counsel need
express no opinion) comply as to form in all
material respects with the requirements of the Act
and the Rules and Regulations;

(c) To such counsel's knowledge, there are
no franchise agreements, leases, contracts,
agreements or documents of a character required to
be disclosed in the Registration Statement or
Prospectus or to be filed as exhibits to the
Registration Statement which are not disclosed or
filed, as required; and

(d) To such counsel's knowledge, there are
no legal or governmental actions, suits or
proceedings pending (in which service or notice of
process has been received by the Company) or
threatened against the Company which are required to
be described in the Prospectus which are not
described as required;

(11) The Company has the trust power and
authority to enter into this Agreement, to sell and
deliver the Common Shares to be sold by it to the
several Underwriters and to consummate the other
transactions contemplated herein; the Partnership
has the partnership power and

<PAGE> 31

authority to enter into this Agreement and to
consummate the transactions contemplated herein;
this Agreement has been duly and validly authorized
by all necessary trust and partnership action by
each of the Company and the Partnership,
respectively, has been duly and validly executed and
delivered by and on behalf of each of the Company
and the Partnership, and, assuming due
authorization, execution and delivery by the
Underwriters, constitutes a valid and binding
agreement of each of the Company and the Partnership
enforceable against the Company and the Partnership
in accordance with its terms, except as may be
limited or otherwise affected by general equitable
principles, bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the rights of
creditors generally and by principles of equity,
whether considered at law or in equity, and except
as to those provisions relating to indemnity or
contribution for liabilities arising under the Act
as to which no opinion need be expressed; and no
approval, authorization, order, consent,
registration, filing, qualification, license or
permit of or with any court, regulatory,
administrative or other governmental body is
required for the execution and delivery of this
Agreement by each of the Company and the Partnership
or the consummation of the transactions contemplated
by this Agreement, except such as have been obtained
and are in full force and effect under the Act and
such as may be required under applicable Blue Sky or
Canadian securities laws in connection with the
purchase and distribution of the Common Shares by
the Underwriters and the clearance of such offering
with the NASD;

(12) The execution and performance of this
Agreement and the consummation of the transactions
herein contemplated by the Company and the
Partnership will not conflict with, result in the
material breach of, or constitute, either by itself
or upon notice or the passage of time or both, a
material default under, any material agreement,
mortgage, deed of trust, lease, franchise, license,
indenture, permit or other instrument known to such
counsel to which any of the Company, the Partnership
or the Lessee is a party or by which the Company,
the Partnership or the Lessee or any of their
property may be bound or affected which is material
to the Company, the Partnership or any Hotel;
violate any of the provisions of the declaration of
trust,

<PAGE> 32

partnership certificate, partnership agreement,
certificate of incorporation or bylaws, or other
organizational documents, as applicable, of the
Company, the Partnership or the Lessee; or, to such
counsel's knowledge, violate any statute, judgment,
decree, order, rule or regulation of any court or
governmental body having jurisdiction over the
Company, the Partnership or the Lessee or any of
their property known to such counsel, except such as
will not materially adversely affect the Company or
the Partnership;

(13) To such counsel's knowledge, none of
the Company, the Partnership nor the Lessee is in
violation of its respective declaration of trust,
partnership certificate, partnership agreement,
certificate of incorporation or bylaws, or other
organizational documents, as applicable, or is in
breach of or default with respect to any provision
of any agreement, mortgage, deed of trust, lease,
franchise, license, indenture, permit or other
instrument known to such counsel to which the
Company, the Partnership or the Lessee is a party or
by which they or any of their properties may be
bound or affected, except where such default would
not materially adversely affect the Company, the
Partnership or the Lessee, as the case may be; to
such counsel's knowledge, all applicable WARN
notification requirements have been fulfilled in
connection with the acquisition of any of the Hotels
by the Partnership;

(14) To such counsel's knowledge, no
holders of securities of the Company or the
Partnership have rights to register Shares of
Beneficial Interest, Units, Preferred Units or other
securities because of the filing of the Registration
Statement by the Company or the offering;

(15) No transfer taxes are required to be
paid to the states of Maryland and New York in
connection with the sale and delivery of the Common
Shares to the Underwriters hereunder;

(16) Commencing with the Company's short
taxable year ending December 31, 1994, the Company
will be organized in conformity with the
requirements for qualification as a REIT pursuant to
Sections 856 through 860 of the Code and the
Company's proposed method of operation as described
in the "Federal Income Tax Considerations" of the
Company's Prospectus will

<PAGE> 33

enable it to meet the requirements for
qualification and taxation as a REIT under the
Code. The Partnership will be treated for federal
income tax purposes as a partnership and not as an
association taxable as a corporation;

(17) Neither the Company nor the
Partnership (after giving effect solely to the
Closing Transactions and the sale of the Common
Shares and conveyance of the Units) will be an
"investment company" within the meaning of the 1940
Act;

(18) Each of the Closing Agreements has
been duly authorized, executed and delivered by the
Company, the Partnership or the Lessee, as
applicable, and constitutes a valid and binding
agreement on such parties, enforceable in accordance
with its terms, except as may be limited or
otherwise affected by general equitable principles,
bankruptcy, insolvency, reorganization, moratorium
or other laws affecting the rights of creditors
generally and by principles of equity, whether
considered at law or in equity, and except with
respect to those provisions relating to indemnities
or contributions for liabilities under the Act, as
to which no opinion need be expressed; and to such
counsel's knowledge none of the Company, the
Partnership nor the Lessee is, or upon the
consummation of the Closing Transactions will be, in
breach of or default under any of such agreements;

(19) The Common Shares have been duly
authorized for listing by the New York Stock
Exchange upon official notice of issuance and to
such counsel's knowledge the Company is not in
breach of any of the rules and regulations of the
New York Stock Exchange applicable to the Company;
and

(20) The information in the Prospectus set
forth under the captions "Risk Factors -- Tax
Risks," "-- Limitation on Acquisition and Change in
Control, " -- Ownership Limitation," "Price Range of
Common Shares and Distributions" (as it relates to
distributions only), "Management -- 1994 Share
Incentive Plan, "Shares Available for Future Sale"
and "Federal Income Tax Considerations" to the
extent that it constitutes matters of law or legal
conclusions, has been reviewed by such counsel and
is correct in all material respects.

<PAGE> 34

In rendering such opinion, such counsel may rely as
to matters of local law, on opinions of local counsel, and as
to matters of fact, on certificates of officers of the
Company, the Partnership or the Lessee, as applicable, and
certificates and verbal advice of governmental officials, in
which case their opinion is to state that they are so doing
and that the Underwriters are justified in relying on such
opinions or certificates and copies of said opinions or
certificates are to be attached to the opinion. Such counsel
shall also include a statement to the effect that nothing has
come to such counsel's attention that would lead such counsel
to believe that either at the effective date of the
Registration Statement or at the applicable Closing Date the
Registration Statement or the Prospectus, or any amendment or
supplement thereto, contains any untrue statement of a
material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading (other than with respect to the financial
statements, the notes thereto and the related financial
schedules and other financial or statistical data as to which
such counsel need express no opinion).

(ii) Such opinion or opinions of O'Melveny & Myers
LLP, counsel for the Underwriters, dated the First Closing
Date or the Second Closing Date, as the case may be, with
respect to the formation of the Company, the execution and
delivery of the Agreement, the validity of the Common Shares,
certain legal matters related to the Registration Statement
and the Prospectus and other related matters as you may
reasonably require, and the Company shall have furnished to
such counsel such documents and shall have exhibited to them
such papers and records as they may reasonably request for
the purpose of enabling them to pass upon such matters. In
connection with such opinions, such counsel may rely on
representations or certificates of officers of the Company
and governmental officials.

(iii) A certificate of each of the Company, executed by
the Chairman of the Board and President of the Company, and
the Partnership executed by an authorized officer of its
general partner, dated the First Closing Date or the Second
Closing Date, as the case may be, to the effect that:

(1) The representations and warranties of
the Company and the Partnership set forth in Section
2 of this Agreement are true and correct as of the
date of this Agreement and as of the

<PAGE> 35

First Closing Date or the Second Closing Date, as
the case may be, and the Company and the Partnership
each has complied with all the agreements and
satisfied all of the conditions on its part to be
performed or satisfied on or prior to such Closing
Date;

(2) The Commission has not issued any order
preventing or suspending the use of the Prospectus
or any Preliminary Prospectus filed as a part of the
Registration Statement or any amendment thereto; no
stop order suspending the effectiveness of the
Registration Statement has been issued; and to the
best of the knowledge of the respective signers, no
proceedings for that purpose have been instituted or
are pending or contemplated under the Act;

(3) Each of the respective signers of each
certificate has carefully examined the Registration
Statement and the Prospectus; in his opinion and to
the best of his knowledge, the Registration
Statement and the Prospectus and any amendments or
supplements thereto contain all statements required
to be stated therein; and neither the Registration
Statement nor the Prospectus nor any amendment or
supplement thereto includes 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 not misleading;

(4) Since the initial date on which the
Registration Statement was filed, no agreement,
written or oral, transaction or event has occurred
which should have been set forth in an amendment to
the Registration Statement or in a supplement to or
amendment of any prospectus which has not been
disclosed in such a supplement or amendment;

(5) As to the Company's certificate only,
since the respective dates as of which information
is given in the Registration Statement and the
Prospectus, and except as disclosed in or
contemplated by the Prospectus, there has not been
any material adverse change or a development
involving a material adverse change in the condition
(financial or otherwise), business, properties,
results of operations, management or prospects of
the Company or, to the best of such officer's
knowledge, any of the Hotels; and no legal or
governmental action, suit or proceeding is pending
or threatened against the Company, or,

<PAGE> 36

to the best of such officer's knowledge, any of the
Hotels which is material to the Company or any of
the Hotels, as applicable, whether or not arising
from transactions in the ordinary course of
business, or which may adversely affect the
transactions contemplated by this Agreement; since
such dates and except as so disclosed, the Company
has not entered into any verbal or written agreement
or other transaction which is not in the ordinary
course of business or which could result in a
material reduction in the future earnings of the
Company or the Partnership or incurred any material
liability or obligation, direct, contingent or
indirect, made any change in its beneficial
interests, made any material adverse change in its
short-term debt or funded debt or repurchased or
otherwise acquired any of the Company's Shares of
Beneficial Interest or the Partnership's interests;
and the Company, has not declared or paid any
dividend, or made any other distribution, upon its
outstanding shares of beneficial interests payable
to shareholders of record on a date prior to the
First Closing Date or Second Closing Date except as
set forth in the Prospectus;

(6) As to the Partnership's certificate
only, since the respective dates as of which
information is given in the Registration Statement
and the Prospectus, and except as disclosed in or
contemplated by the Prospectus, there has not been
any material adverse change or a development
involving a material adverse change in the condition
(financial or otherwise), business, properties,
results of operations, management or prospects of
the Partnership, or to the best of such officer's
knowledge, any of the Hotels; and no legal or
governmental action, suit or proceeding is pending
or threatened against the Partnership or, to the
best of such officer's knowledge, any of the Hotels,
which is material to the Partnership or any of the
Hotels, as applicable, whether or not arising from
transactions in the ordinary course of business, or
which may adversely affect the transactions
contemplated by this Agreement; since such dates and
except as so disclosed, the Partnership has not
entered into any verbal or written agreement or
other transaction which is not in the ordinary
course of business or which could result in a
material reduction in the future earnings of the
Company or the Partnership or incurred any material
liability or obligation, direct,

<PAGE> 37

contingent or indirect, made any change in its
partnership interests, made any material adverse
change in its short-term debt or funded debt or
repurchased or otherwise acquired any of the
Partnership's interests; and the Partnership has not
declared or paid any dividend, or made any other
distribution, upon its outstanding partnership
interests payable to partners of record on a date
prior to the First Closing Date or Second Closing
Date, except as set forth in the Prospectus;

(7) Since the respective dates as of which
information is given in the Registration Statement
and the Prospectus and except as disclosed in or
contemplated by the Prospectus, none of the Hotels
(or any other hotel property owned by the
Partnership) has sustained a material loss or damage
by strike, fire, flood, windstorm, accident or other
calamity (whether or not insured); and

(8) Each of the Company, the Partnership
and each of the Hotels owned by the Partnership upon
consummation of the Closing Transactions (i) will be
in compliance with any and all applicable
Environmental Laws, (ii) will have received all
permits, licenses or other approvals required under
applicable Environmental Laws to conduct its
operations and (iii) will be 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 are otherwise
disclosed in the Prospectus or would not, singly or
in the aggregate, have a material adverse effect on
the Company, the Partnership or any Hotel.

(iv) On the date that this Agreement is executed and also
on the First Closing Date and the Second Closing Date a
letter addressed to you, as Representatives of the
Underwriters, from Coopers & Lybrand or KPMG, as appropriate,
each independent accountants, the first one to be dated the
date of the Preliminary Prospectus, the second one to be
dated the First Closing Date and the third one (in the event
of a Second Closing) to be dated the Second Closing Date, in
form and substance satisfactory to the Representatives, to
the effect that:

<PAGE> 38

(1) Coopers & Lybrand or KPMG, as
appropriate, are independent certified public
accountants with respect to the Company and the
Partnership within the meaning of the Act and the
Rules and Regulations;

(2) It is their opinion that the financial
statements, historical summaries and any
supplementary financial information and supporting
schedule included or incorporated by reference in
the Registration Statement and the Prospectus
examined by them comply as to form in all material
respects with the applicable accounting requirements
of the Act and the Rules and Regulations;

(3) The financial statements of each of the
entities and properties included in the Prospectus
for the periods referenced therein to the extent
applicable, were reviewed by them in accordance with
the standards established by the American Institute
of Certified Public Accountants and based upon their
review they are not aware of any material
modifications that should be made to such financial
statements or historical summaries for them to be in
conformity with generally accepted accounting
principles and such financial statements comply as
to form in all material respects with the applicable
requirements of the Act and the Rules and
Regulations;

(4) Based upon procedures set forth in
detail in such letter, including a reading of the
latest available interim financial statements of the
Company and inquiries of officials of the Company
responsible for financial and accounting matters,
nothing has come to their attention which causes
them to believe that:

(A) the unaudited financial information
with respect to the results of operations for and at
the end of each of the five years (or such lesser
period, if applicable) in the period ended December
31, 1995 and any subsequent quarters included in the
Registration Statement under the captions
"Prospectus Summary" and "Selected Financial
Information" do not comply as to form in all
material respects with the applicable accounting
requirements of the Act and the Rules and
Regulations or are not presented in conformity with
generally accepted accounting principles applied on
a basis substantially consistent with that of the
audited financial statements included

<PAGE> 39

in the Registration Statement, or do not agree with
the corresponding amounts in the audited financial
statements for each of the years then ended, or that
with respect to the unaudited pro forma financial
statements, such financial statements do not comply
as to form in all material respects with the
applicable accounting requirements of the Act and
the Rules and Regulations and the pro forma
adjustments have not been properly applied to the
historical amounts in the compilation of such
statements, or

(B) at a specified date not more than five
days prior to the date of this Agreement, (i) there
has been any change in the assets or shareholders'
equity, as compared with the amounts shown in the
June 30, 1996 balance sheet of the Company included
in the Registration Statement, (ii) there has been
any increase in indebtedness or other liabilities as
compared with the amounts shown in the June 30, 1996
historical or pro forma balance sheets related to
the Hotels (other than accrued interest) or during
the period June 30, 1996 to a specified date not
more than five days prior to the date of this
Agreement, there were any decreases, as compared
with the corresponding period in the preceding year,
in combined revenues or net income of the Hotels,
except in all instances for changes, increases or
decreases which the Registration Statement and the
Prospectus disclose have occurred or may occur or
(iii) there has been any decrease since June 30,
1996 in room revenues or total revenues from the
Hotels which would adversely affect the Percentage
Lease revenue of the Company or the Partnership, in
each case as compared with the corresponding period
of the preceding year, except in each case for
decreases which the Prospectus discloses have
occurred or may occur or which are described in such
letter; and

(5) In addition to the examination referred
to in their opinions and the procedures referred to
above, they have carried out certain specified
procedures, not constituting an audit, in accordance
with generally accepted auditing standards, with
respect to certain amounts, percentages and
financial information which are included in the
Registration Statement and Prospectus and which were
specified by you, and have found such amounts,
percentages and financial information to be in
agreement with, or derived from, the relevant
accounting, financial and other

<PAGE> 40

records of the Company, the Partnership and the
Present Owners.

(v) On or before the First Closing Date, a copy of
the segmentation study of Coopers & Lybrand referred to in
Section 2(ff).

(vi) On or before the First Closing Date, lock-up
agreements from Messrs. Fisher and Shaw and the Company to
the effect that such officers and the Company, subject to
limited exceptions, will not sell any of the Shares held by
them for a period of 90 days following the First Closing
Date. In addition, such agreements shall also provide that
Messrs. Fisher and Shaw will not sell any shares purchased by
them from the net income of the Lessee in excess of $500,000
per year (subject to certain distributions) for a period of
one year from the date of purchase.

(c) The Closing Transactions shall have been consummated or
shall occur simultaneously with the closing of the purchase and sale
of the Firm Common Shares or within five business days thereafter.

(d) The Firm Common Shares and the Optional Common Shares
shall have been approved for listing on the New York Stock Exchange,
subject to official notice of issuance and the Company shall not be in
default of any of the rules and regulations of the New York Stock
Exchange, and the NASD, upon review of the terms of the public
offering, shall not have objected to such offering, such terms or the
Underwriters' participation in the same.

(e) The Company shall have furnished to you such further
certificates and documents as you shall have reasonably requested.

(f) On or before the First Closing Date, the Company or the
Partnership, as applicable, shall have made available to you or your
counsel with respect to each Hotel:

(i) A copy of the deed therefor, naming the
Partnership as the grantee thereunder;

(ii) A standard ALTA Owner's Title Insurance Policy
(or a commitment to issue such a policy) naming the
Partnership as named insured and insuring (or committing to
insure) that the Partnership thereof owns fee title to the
real property and fixtures comprising such Hotel in an amount
not less than the amount specified in Section 2(y), which
policy (or commitment) shall be issued by a title company or
companies (the "Title Company") reasonably acceptable to the

<PAGE> 41

Underwriters, and contain as exceptions to title only the
exceptions described in the Prospectus, the Assumed
Indebtedness and such exceptions which do not materially
adversely affect the current or potential use to be made of
the Hotel by the Partnership or the Lessee or the market
value of the Property to the Partnership (the "Permitted
Exceptions");

(iii) An ALTA survey of each Hotel in form
reasonably satisfactory to you;

(iv) Policies or certificates of insurance relating
to such Hotel evidencing coverages and in amounts customarily
obtained by owners of similar properties;

(v) UCC, judgment and tax lien searches confirming
that the personal property comprising a part of the Hotel is
subject to no Liens other than Permitted Exceptions;

(vi) Such affidavits, certificates and instruments
of indemnification as shall reasonably be required to induce
the Title Company to issue the policy (or commitment)
contemplated in item (ii) above;

(vii) Checks payable to the appropriate public
officials in payment of all recording costs and transfer
taxes (or checks or wire transfers to the Title Company in
respect of such amounts) due in respect of the recording of
any instruments to be recorded in connection with the Closing
Transactions, together with a check or wire transfer for the
Title Company in payment of the Title Company's premium,
search and examination charges, survey costs and any other
amounts due in connection with the issuance of its policy (or
commitment); provided that such payment may be made out of
the proceeds of the offering of the Firm Common Shares;

(viii) An engineering (structural) report from an
engineer or engineers and in a form reasonably
satisfactory to you;

(ix) All documentation necessary to effect the
transfer of all personal property in connection with such
Property to the Partnership, together with checks payable to
the appropriate public officials in payment of all recording
costs and transfer taxes (including sales taxes) due in
respect of the transfer of such personal property; provided
that, such payment may be made out of the proceeds of the
offering of the Firm Common Shares; and

<PAGE> 42

(x) A letter dated not earlier than 10 days prior to
the First Closing Date from the holder of the Assumed
Indebtedness indicating that the mortgagor or grantor under
such Assumed Indebtedness is not then in default and
indicating the principal amount required to satisfy all
amounts then owing under the Assumed Indebtedness, together
with all documentation and consents necessary to permit the
assumption of the Assumed Indebtedness by the Partnership.

Any documents or other matters set forth in this Section
7(f) which are approved by you prior to the First Closing Date shall
be acceptable to you subject to any changes which you may reasonably
require based on factual information of which you become aware after
your approval of any such documents or matters.

(g) There shall have been delivered to you the Firm Common
Shares and, if any Optional Common Shares are purchased, the Optional
Common Shares in the manner required pursuant to Section 4 hereof.

All such opinions, certificates, letters and documents shall
be in compliance with the provisions hereof only if they are reasonably
satisfactory to you and to O'Melveny & Myers LLP, counsel for the Underwriters.
The Company shall furnish you with such manually signed or conformed copies of
such opinions, certificates, letters and documents as you request. Any
certificate signed by any officer of the Company and delivered to the
Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the
statements made therein.

If any condition to the Underwriters' obligations hereunder
to be satisfied prior to or at the First Closing Date is not so satisfied, this
Agreement at your election will terminate upon written notification by you as
Representatives to the Company without liability on the part of any Underwriter
or the Company, except for the expenses to be paid or reimbursed by the Company
pursuant to Sections 6 and 8 hereof and except to the extent provided in
Section 10 hereof.

SECTION 8. Reimbursement of Underwriters' Expenses.
Notwithstanding any other provisions hereof, if this Agreement shall be
terminated by you pursuant to the last paragraph of Section 7, or if the sale
to the Underwriters of the Common Shares at the First Closing is not
consummated because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or to comply with any provision hereof,
the Company agrees to reimburse you and the other Underwriters upon demand for
all out-of-pocket expenses that shall have been reasonably incurred by you and
them in connection with the proposed purchase and the sale of the Common
Shares,

<PAGE> 43

including but not limited to fees and disbursements of counsel relating
directly to the offering contemplated by the Prospectus. Any such termination
shall be without liability of any party to any other party except that the
provisions of this Section 8, Section 6 and Section 10 shall at all times be
effective and shall apply.

SECTION 9. Effectiveness of Registration Statement. You and
the Company will use your and its best efforts to cause the Registration
Statement to become effective, to prevent the issuance of any stop order
suspending the effectiveness of the Registration Statement and, if such stop
order be issued, to obtain as soon as possible the lifting thereof.

SECTION 10. Indemnification. (a) The Company and the
Partnership, jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of the Act against any losses, claims, damages, liabilities or
expenses, joint or several, to which such Underwriter or such controlling
person may become subject, under the Act, the Exchange Act, or other federal,
state or Canadian statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such settlement is effected with
the written consent of the Company or the Partnership, as applicable), insofar
as such losses, claims, damages, liabilities or expenses (or actions in respect
thereof as contemplated below) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state in any of them a material fact required to be
stated therein or necessary to make the statements in any of them not
misleading, or arise out of or are based in whole or in part on any inaccuracy
in the representations and warranties of the Company or the Partnership
contained herein or any failure of the Company or the Partnership to perform
its obligations hereunder or under law; and will reimburse each Underwriter and
each such controlling person for any legal and other expenses as such expenses
are reasonably incurred by such Underwriter or such controlling person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
neither the Company nor the Partnership will be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with the information furnished to the Company and the
Partnership pursuant to Section 3 hereof. In addition to its other obligations
under this Section 10(a), the Company and the Partnership agree that, as an
interim measure

<PAGE> 44

during the pendency of any claim, action, investigation, inquiry or other
proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, or any inaccuracy in the representations and
warranties of the Company or the Partnership herein or failure to perform its
obligations hereunder, all as described in this Section 10(a), they will
reimburse each Underwriter on a quarterly basis for all reasonable legal or
other expenses incurred in connection with investigating or defending any such
claim, action, investigation, inquiry or other proceeding, notwithstanding the
absence of a judicial determination as to the propriety and enforceability of
the Company's or the Partnership's obligation to reimburse each Underwriter for
such expenses and the possibility that such payments might later be held to
have been improper by a court of competent jurisdiction. To the extent that any
such interim reimbursement payment is so held to have been improper, each
Underwriter shall promptly return it to the Company or the Partnership, as
applicable, together with interest, compounded daily, determined on the basis
of the prime rate (or other commercial lending rate for borrowers of the
highest credit standing) announced from time to time by Bank of America NT&SA,
San Francisco, California (the "Prime Rate"). Any such interim reimbursement
payments which are not made to an Underwriter within 30 days of a request for
reimbursement shall bear interest at the Prime Rate from the date of such
request. This indemnity agreement will be in addition to any liability which
the Company or the Partnership may otherwise have.

(b) Each Underwriter will severally indemnify and hold
harmless the Company, each of its trustees, each of its officers who signed the
Registration Statement, the Partnership and each person, if any, who controls
the Company or the Partnership within the meaning of the Act, against any
losses, claims, damages, liabilities or expenses to which the Company, or any
such trustee, officer, the Partnership, or controlling person may become
subject, under the Act, the Exchange Act, or other federal or state statutory
law or regulation, or at common law or otherwise (including in settlement of
any litigation, if such settlement is effected with the written consent of such
Underwriter), insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof as contemplated below) arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained in
the Registration Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the
Registration Statement, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, in reliance upon and in conformity with the
information

<PAGE> 45

furnished to the Company and the Partnership pursuant to Section 3 hereof; and
will reimburse the Company, or any such trustee, officer, the Partnership or
any controlling person of the Company or the Partnership for any legal and
other expense reasonably incurred by the Company, or any such trustee, officer,
the Partnership, any controlling person of the Company or the Partnership in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action. In addition to its
other obligations under this Section 10(b), each Underwriter severally agrees
that, as an interim measure during the pendency of any claim, action,
investigation, inquiry or other proceeding arising out of or based upon any
statement or omission, or any alleged statement or omission, described in this
Section 10(b) which relates to information furnished to the Company and the
Partnership pursuant to Section 3 hereof, it will reimburse the Company, the
Partnership (and, to the extent applicable, each officer, trustee or
controlling person of the Company or the Partnership) on a quarterly basis for
all reasonable legal or other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry or
other proceeding, notwithstanding the absence of a judicial determination as to
the propriety and enforceability of the Underwriters, obligation to reimburse
the Company or the Partnership (and, to the extent applicable, each officer,
trustee or controlling person of the Company or the Partnership) for such
expenses and the possibility that such payments might later be held to have
been improper by a court of competent jurisdiction. To the extent that any such
interim reimbursement payment is so held to have been improper, the Company or
the Partnership (and, to the extent applicable, each officer, trustee or
controlling person of the Company or the Partnership) shall promptly return it
to the Underwriters together with interest, compounded daily, determined on the
basis of the Prime Rate. Any such interim reimbursement payments which are not
made within 30 days of a request for reimbursement, shall bear interest at the
Prime Rate from the date of such request. This indemnity agreement will be in
addition to any liability which such Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under this Section, notify the indemnifying party in writing of the
commencement thereof; but the omission to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
for contribution or otherwise than under the indemnity agreement contained in
this Section or to the extent it is not prejudiced as a proximate result of
such failure. In case any such action is brought against any indemnified party
and such indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to

<PAGE> 46

participate in, and, to the extent that it may wish, jointly with all other
indemnifying parties similarly notified, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be a conflict between the positions of the
indemnifying party and the indemnified party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties; provided, however, that the indemnifying party shall only be
obligated to pay the reasonable fees and expenses of a single law firm employed
by all of the indemnified parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this Section for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall have
employed such counsel in connection with the assumption of legal defenses in
accordance with the proviso to the next preceding sentence or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, in each of which cases the
fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) If the indemnification provided for in this Section 10 is
required by its terms, but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an indemnified party under Sections
(a), (b) or (c) of this Section 10 in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then each applicable indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of any losses, claims, damages, liabilities or expenses referred to
herein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Partnership and the Underwriters from
the offering of the Common Shares 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, the Partnership and the
Underwriters in connection with the statements or omissions or inaccuracies in
the representations and warranties herein which resulted in such losses,
claims, damages, liabilities or expenses, as well as any

<PAGE> 47

other relevant equitable considerations. The respective relative benefits
received by the Company, the Partnership and the Underwriters shall be deemed
to be in the same proportion, in the case of the Company and the Partnership as
the total price paid to the Company, for the Common Shares sold by the Company
to the Underwriters (net of underwriting commissions, but before deducting
expenses), and in the case of the Underwriters as the underwriting commissions
received by them bears to the total of such amounts paid to the Company and
received by the Underwriters as underwriting commissions. The relative fault of
the Company, the Partnership and the Underwriters shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact or the inaccurate or the alleged inaccurate representation and/or
warranty relates to information supplied by the Company, the Partnership or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section (c) of this Section 10, any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. The provisions set forth in
Section (c) of this Section 10 with respect to notice of commencement of any
action shall apply if a claim for contribution is to be made under this Section
(d); provided, however, that no additional notice shall be required with
respect to any action for which notice has been given under Section (c) of this
Section 10 for purposes of indemnification. The Company, the Partnership and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 10 were determined solely by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 10, no Underwriter shall be
required to contribute any amount in excess of the amount of the total
underwriting commissions received by such Underwriter in connection with the
Common Shares underwritten by it and distributed to the public. 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 10 are several in proportion to their
respective underwriting commitments and not joint.

(e) It is agreed that any controversy arising out of the
operation of the interim reimbursement arrangements set forth in Sections 10(a)
or 10(b) hereof, including the amounts of any requested reimbursement payments
and the method of determining

<PAGE> 48

such amounts, shall be settled by arbitration conducted pursuant to the Code of
Arbitration Procedure of the NASD. Any such arbitration must be commenced by
service of a written demand for arbitration or written notice of intention to
arbitrate, therein electing the arbitration tribunal. In the event the party
demanding arbitration does not make such designation of an arbitration tribunal
in such demand or notice, then the party responding to said demand or notice is
authorized to do so. Such an arbitration would be limited to the operation of
the interim reimbursement provisions contained in Section 10(a) hereof and
would not resolve the ultimate propriety or enforceability of the obligation to
reimburse expenses which is created by the provisions of such Sections 10(a)
and 10(b) hereof.

SECTION 11. Default of Underwriters. It shall be a condition
to this Agreement and the obligation of the Company to sell and deliver the
Common Shares hereunder, and of each Underwriter to purchase the Common Shares
in the manner as described herein, that, except as hereinafter in this Section
provided, each of the Underwriters shall purchase and pay for all the Common
Shares agreed to be purchased by such Underwriter hereunder upon tender to the
Representatives of all such shares in accordance with the terms hereof. If any
Underwriter or Underwriters default in its or their obligations to purchase
Common Shares hereunder on either the First or Second Closing Date and the
aggregate number of Common Shares which such defaulting Underwriter or
Underwriters agreed but failed to purchase on such Closing Date does not exceed
10% of the total number of Common Shares which the Underwriters are obligated
to purchase on such Closing Date, the non-defaulting Underwriters shall be
obligated severally, in proportion to their respective commitments hereunder,
to purchase the Common Shares which such defaulting Underwriters agreed but
failed to purchase on such Closing Date. If any Underwriter or Underwriters so
default and the aggregate number of Common Shares with respect to which such
default occurs is more than 10% of the total number of Shares of Beneficial
Interest which the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representatives and the Company for the
purchase of such Common Shares by other persons are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter or the Company or the Partnership except for
the expenses to be paid by the Company pursuant to Section 6 hereof and except
to the extent provided in Section 10 hereof.

In the event that Common Shares to which a default relates
are to be purchased by the non-defaulting Underwriters or by another party or
parties, the Representatives or the Company shall have the right to postpone
the First or Second Closing Date, as the case may be, for not more than five
business days in order that the necessary changes in the Registration
Statement, Prospectus and any other documents, as well as any other

<PAGE> 49

arrangements, may be effected. As used in this Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability
for its default.

SECTION 12. Effective Date. This Agreement shall become
effective immediately as to Sections 6, 8, 10, 13 and 14 and, as to all other
provisions, (i) if at the time of execution of this Agreement the Registration
Statement has not become effective, at 8:00 A.M., California time, on the first
full business day following the effectiveness of the Registration Statement, or
(ii) if at the time of execution of this Agreement the Registration Statement
has been declared effective, at 2:00 P.M., California time, on the first full
business day following the date of execution of this Agreement; but this
Agreement shall nevertheless become effective at such earlier time after the
Registration Statement becomes effective as you may determine on and by notice
to the Company or by release of any of the Common Shares for sale to the
public. For the purposes of this Section 12, the Common Shares shall be deemed
to have been so released upon the release for publication of any newspaper
advertisement relating to the Common Shares or upon the release by you of
telegrams (i) advising Underwriters that the Common Shares are released for
public offering or (ii) offering the Common Shares for sale to securities
dealers, whichever may occur first.

SECTION 13. Termination. Without limiting the right
to terminate this Agreement pursuant to any other provision
hereof:

(a) This Agreement may be terminated by the Company by notice
to you or by you by notice to the Company at any time prior to the
time this Agreement shall become effective as to all its provisions,
and any such termination shall be without liability on the part of the
Company to any Underwriter (except for the expenses to be paid or
reimbursed by the Company pursuant to Sections 6 and 8 hereof and
except to the extent provided in Section 10 hereof) or of any
Underwriter to the Company (except to the extent provided in Section
10 hereof).

(b) This Agreement may also be terminated by you prior to the
First Closing Date by notice to the Company (i) if additional material
governmental restrictions, not in force and effect on the date hereof,
shall have been imposed upon trading in securities generally or
minimum or maximum prices shall have been generally established on the
New York Stock Exchange or on the American Stock Exchange or in the
over the counter market by the NASD, or trading in securities
generally shall have been suspended on either such Exchange or in the
over the counter market by the NASD, or a general banking moratorium
shall have been established by federal,

<PAGE> 50

New York or California authorities; (ii) if an outbreak of major
hostilities or other national or international calamity or any
substantial change in political, financial or economic conditions
shall have occurred or shall have accelerated or escalated to such an
extent, as, in the judgment of the Representatives, to affect
adversely the marketability of the Common Shares; (iii) if any adverse
event shall have occurred or shall exist which makes untrue or
incorrect in any material respect any statement or information
contained in the Registration Statement or Prospectus or which is not
reflected in the Registration Statement or Prospectus but should be
reflected therein in order to make the statements or information
contained therein not misleading in any material respect; or (iv) if
there shall be any action, suit or proceeding pending or threatened,
or there shall have been any development involving particularly the
business or properties or securities of the Company, the Partnership
or the transactions contemplated by this Agreement, which, in the
reasonable judgment of the Representatives, may materially and
adversely affect the Company's or the Partnership's business or
earnings and makes it impracticable or inadvisable to offer or sell
the Common Shares. Any termination pursuant to this Section (b) shall
be without liability on the part of any Underwriter to the Company or
on the part of the Company to any Underwriter (except for expenses to
be paid or reimbursed by the Company pursuant to Sections 6 and 8
hereof and except to the extent provided in Section 10 hereof).

SECTION 14. Representations and Indemnities to Survive
Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Partnership, the Company's and the
Partnership's officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or the
Partnership or any of its or their partners, officers or trustees or any
controlling person, as the case may be, and will survive delivery of and
payment for the Common Shares sold hereunder and any termination of this
Agreement.

SECTION 15. Notices. All communications hereunder shall be in
writing and, if sent to the Representatives shall be mailed, delivered,
telecopied or telegraphed and confirmed to you at 600 Montgomery Street, San
Francisco, California 94111, Telecopier: (415) 249-5513, Attention: Sam Wilkins
III with a copy to O'Melveny & Myers LLP, Embarcadero Center West 275 Battery
Street, San Francisco, California 94111, Telecopier: (415) 984-8701, Attention:
Peter T. Healy; and if sent to the Company or the Partnership shall be mailed,
delivered or telegraphed and confirmed to the Company at 306 Royal Poinciana
Way, Palm Beach, Florida 33480, Telecopier: (407) 835-0457

<PAGE> 51

Attention: Jeffrey H. Fisher with a copy to Hunton & Williams, Riverfront
Plaza-East Tower, 951 Byrd Street, Richmond, Virginia 23219, Telecopier: (804)
788-8218, Attention: Mark A. Murphy. The Company, the Partnership or you may
change the address for receipt of communications hereunder by giving notice to
the others.

SECTION 16. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto, including any substitute
Underwriters pursuant to Section 11 hereof, and to the benefit of the officers
and trustees and controlling persons referred to in Section 10, and in each
case their respective successors, personal representatives and assigns, and no
other person will have any right or obligation hereunder. No such assignment
shall relieve any party of its obligations hereunder. The term "successors"
shall not include any purchaser of the Common Shares as such from any of the
Underwriters merely by reason of such purchase.

SECTION 17. Underwriters' Representatives. You will act as
Representatives for the several Underwriters in connection with all dealings
hereunder, and any action under or in respect of this Agreement taken by you,
as Representatives, will be binding upon all of the Underwriters.

SECTION 18. Partial Unenforceability. The invalidity or
unenforceability of any section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other section, paragraph or
provision hereof. If any section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.

SECTION 19. Applicable Law. This Agreement shall be
governed by and construed in accordance with the internal laws (and not the
laws pertaining to conflicts of laws) of the State of California.

SECTION 20. Knowledge. As used in this Agreement (other than
with respect to opinions of counsel), the term knowledge or best knowledge on
the part of an entity shall include the knowledge of such entity's officers and
any other employees with managerial responsibilities and such entity shall only
make such statement after conducting a diligent investigation on the subject
matter thereof.

SECTION 21. General. This Agreement constitutes the
entire agreement of the parties to this Agreement and supersedes all prior
written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof. This Agreement may be
executed in several

<PAGE> 52

counterparts, each one of which shall be an original, and all of which shall
constitute one and the same document.

In this Agreement, the masculine, feminine and neuter genders
and the singular and the plural include one another. The section headings in
this Agreement are for the convenience of the parties only and will not affect
the construction or interpretation of this Agreement. This Agreement may be
amended or modified, and the observance of any term of this Agreement may be
waived, only by a writing signed by the Company, the Partnership and you.

<PAGE> 53

If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed copies hereof,
whereupon it will become a binding agreement among the Company, the Partnership
and the several Underwriters, including you, all in accordance with its terms.

Very truly yours,

INNKEEPERS USA TRUST

By:
-----------------------------
Jeffrey H. Fisher, President

INNKEEPERS USA LIMITED PARTNERSHIP

By: INNKEEPERS FINANCIAL
CORPORATION

Its: General Partner

By:
-----------------------------
Jeffrey H. Fisher,
President

The foregoing Underwriting Agreement is
hereby confirmed and accepted by us in San
Francisco, California as of the date first
above written.

MONTGOMERY SECURITIES BEAR, STEARNS & CO.
INC. ALEX. BROWN & SONS INCORPORATED EVEREN
SECURITIES, INC. MORGAN KEEGAN & COMPANY,
INC.

Acting as Representatives of the several
Underwriters named in the attached Schedule
A.

By: MONTGOMERY SECURITIES

-----------------------------
Managing Director

<PAGE> 54

SCHEDULE A
<TABLE>
<CAPTION>

Amount of
Securities
to be
Underwriter Purchased
- ----------- ----------
<S> <C>
Montgomery Securities
Bear, Stearns & Co. Inc.
Alex. Brown & Sons Incorporated
EVEREN Securities, Inc.
Morgan Keegan & Company, Inc.

Total
</TABLE>

<PAGE> 55

SCHEDULE 1

COMPANY SUBSIDIARIES

<PAGE> 56

SCHEDULE 2

SUBSIDIARY PARTNERSHIPS

<PAGE> 57

SCHEDULE 3

WHOLLY OWNED SUBSIDIARY GENERAL PARTNERS

<PAGE> 1

EXHIBIT 2.1

DENVER

CONTRIBUTION AGREEMENT

dated as of September 16, 1996

among

DENVER DOWNTOWN RESIDENCE ASSOCIATES, L.P.
a Kansas limited partnership

as Contributor,

INNKEEPERS USA LIMITED PARTNERSHIP,
a Virginia limited partnership,

as Acquiror,

and

INNKEEPERS USA TRUST,
a Maryland real estate investment trust,

in connection with the

DOWNTOWN RESIDENCE INN HOTEL
DENVER, COLORADO
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II
CONTRIBUTION AND ACQUISITION; DEPOSIT;
PAYMENT OF CONTRIBUTION CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.1 Contribution and Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.2 Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Study Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.4 Payment of Contribution Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.5 Allocation of Contribution Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.6 Determination of Number of Preferred Partnership Units . . . . . . . . . . . . . . . . . . . . 17
2.7 Pay Off Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.8 Authorization and Reservation of Common Shares . . . . . . . . . . . . . . . . . . . . . . . . 18
2.9 Contributor's Study Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE III
CONTRIBUTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.1 Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4 No Special Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.5 Compliance with Existing Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.6 Operating Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.7 Warranties and Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.9 Condemnation Proceedings; Roadways . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.11 Labor Disputes and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.12 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.13 Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.14 Operation of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.15 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.16 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.17 Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.18 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.19 Historical Districts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.20 Brokerage Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.21 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.22 Room Furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.23 Franchisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.24 Liquor License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
3.25 Independent Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.26 Sufficiency of Certain Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.27 Additional Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.28 Securities Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.29 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.30 No Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.31 Tax Opinion Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.32 Mortgage Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.33 Capital Expenditure Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.34 Updating of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ACQUIROR AND REIT . . . . . . . . . . . . . . . . . . . . . . . 30
4.1 Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.2 Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.3 Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.4 Compliance with Existing Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.6 Labor Disputes and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.7 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.8 Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.9 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.10 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.11 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.12 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.13 Brokerage Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.14 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.15 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.16 Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.17 Options, Warrants, and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.18 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.19 No Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.20 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.21 Common Shares and Redemption Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.22 Tax Consequences to Contributor and its Partners . . . . . . . . . . . . . . . . . . . . . . . 36
4.23 Updating of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.1 Acquiror's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.2 Contributor's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VI
CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . 42
6.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
6.2 Contributor's Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

ii
<PAGE> 4

<TABLE>
<S> <C> <C>
6.3 Acquiror's Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.4 Closing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.5 Income and Expense Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE VII
POST CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . 49
7.1 Taxable Sale of Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.2 Maintaining Debt Levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.3 Guaranty of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.4 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.5 Re-election of Board Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.6 Timely Filing of SEC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.7 Book Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.8 Release of Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.9 Contributor's Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.10 Preferred Partnership Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VIII
CONDEMNATION; RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . 53
8.1 Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.2 Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE IX
LIABILITY OF ACQUIROR; INDEMNIFICATION; TERMINATION RIGHTS . . . . . . . . . . . . . . . . . . 54
9.1 Liability of Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.2 Indemnification by Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.3 General Indemnification by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.4 Tax Indemnification by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.5 Termination by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.6 Termination by Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE X
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 58
10.1 Completeness; Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.2 Taking Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.4 Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.9 Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.10 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.11 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.12 Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

iii
<PAGE> 5

LIST OF EXHIBITS

<TABLE>
<S> <C> <C>
Exhibit A - Land

Exhibit B - Operating Agreements

Exhibit C - Contributor's Organizational Documents

Exhibit D - Mortgage

Exhibit E - Mortgage Note

Exhibit F - Authorized Capital Expenditures

Exhibit G - Title Policy Exceptions
</TABLE>

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<PAGE> 6

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT, dated as of the 16th day of September,
1996, among DENVER DOWNTOWN RESIDENCE ASSOCIATES, L.P., a Kansas limited
partnership (the "Contributor"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia
limited partnership (the "Acquiror"), and INNKEEPERS USA TRUST, a Maryland Real
Estate Investment Trust ("REIT") (REIT and Acquiror, collectively,
"Innkeepers"), provides:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions. The following terms shall have the indicated
meanings:

"Acquiror's Knowledge" shall mean the actual knowledge of
Jeffrey H. Fisher, Frederic Shaw, and David Bulger.

"Acquiror's Partnership Agreement" shall mean the Amended
and Restated Agreement of Limited Partnership of the Acquiror, as amended by
the First Amendment to the Amended and Restated Agreement of Limited
Partnership.

"Acquiror's Second Amended Partnership Agreement" shall mean
the Second Amended and Restated Agreement of Limited Partnership of the
Acquiror which authorizes the issuance of the Preferred Partnership Units, the
preferences and terms thereof, and the conversion and redemption privileges, in
the form of Item 1 to the Master Addendum.

(as now or hereafter in effect), or (h) take any corporate or partnership action
for the purpose of effecting any of the foregoing; or if a proceeding or case
shall be commenced, without the application or consent of a party hereto or any
general partner thereof, in any court of competent jurisdiction seeking (1) the
liquidation, reorganization, dissolution or winding-up, or the composition or
readjustment of debts, of such party or general partner, (2) the appointment of
a receiver, custodian, trustee or liquidator or such party or general partner or
all or any substantial part of its assets, or (3) other similar relief under any
law relating to bankruptcy, insolvency, reorganization, winding-up or
composition or adjustment of debts, and such proceeding or case shall continue
undismissed; or an order (including an order for relief entered in an
involuntary case under the Federal Bankruptcy Code, as now or hereafter in
effect) judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of 60 consecutive
days.

"Affiliate" shall mean any individual, corporation, general
or limited partnership, stock company or association, joint venture,
association, company, trust, bank, trust company, land trust, business trust,
or other entity, or any government, agency or political subdivision thereof
(each such entity, a "person") that, directly or indirectly, controls or is
controlled by or is under common control with Acquiror, any other person that
owns, beneficially, directly or indirectly, five percent or more of the
outstanding capital stock, shares or equity interests of Acquiror, or any
officer, director, employee, partner or trustee of Acquiror or any person
controlling, controlled by or under common control with Acquiror (excluding
trustees and persons serving in similar capacities who are not otherwise an
Affiliate of such person). For the purposes of this definition, "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), as used with respect to Acquiror, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of Acquiror, through the ownership of
voting securities, partnership interests or other equity interests.

"Approved Investors" shall mean the Contributor and the
partners of the Contributor who meet the "Accredited Investor" qualifications
set forth in Rule 501(a) of Regulation D of the Securities Act, and who have
provided the Representation Letter in the Study Period.

2
<PAGE> 8

"Assignment and Assumption Agreement" shall mean that
certain assignment and assumption agreement whereby the Contributor (a) assigns
and the Acquiror (or its designee) assumes the Operating Agreements that have
not been canceled at Acquiror's request and (b) assigns all of the
Contributor's right, title and interest in and to the Intangible Personal
Property, to the extent assignable to the Acquiror (or its designee).

"Authorizations" shall mean all licenses, permits and
approvals required by any governmental or quasi-governmental agency, body or
officer for the ownership, operation and use of the Property or any part
thereof.

"Bill of Sale [Inventory]" shall mean that certain bill of
sale conveying title to the Inventory to the Acquiror's property manager,
lessee or designee.

"Bill of Sale [Personal Property]" shall mean that certain
bill of sale conveying title to the Tangible Personal Property, Intangible
Personal Property (other than Authorizations related to the operation and use
of the Property, general intangibles, business records and share of the Tray
Ledger, which all shall be conveyed to Acquiror's designee) and the Reservation
System from the Contributor to the Acquiror.

"Closing" shall mean the Closing of the contribution of the
Property pursuant to this Agreement.

"Closing Date" shall mean the date on which the Closing
occurs.

"Closing Documents" shall mean the documents required to be
delivered on the Closing Date by Acquiror pursuant to Section 6.3 and the
Contributor pursuant to Section 6.2.

"Code" shall mean the Internal Revenue Code of 1986, as
amended. References to particular sections or provisions of the Code shall
include any successor sections or provisions.

"Common Partnership Units" shall mean the common partnership
units in the Acquiror.

"Contribution Consideration" shall mean $9,776,629, payable
in the manner described in Article II.

3
<PAGE> 9

"Contributor Material Adverse Effect" shall have the meaning
ascribed to that term in Section 3.1.

"Contributor's Financial Information" shall mean the
financial information delivered by Contributor to Acquiror consisting of the
Manager-prepared Property Income Statement and Property Balance Sheets for the
year 1993, and for each four-week period ending on a Friday in 1994, 1995, and
1996 to date.

"Contributor's Knowledge" shall mean the actual knowledge of
Jack DeBoer and Greg Kossover, provided, however, that except as otherwise set
forth in this Agreement, the knowledge or actions of Marriott International,
Inc. and Residence Inn by Marriott, Inc., as franchisor or manager, shall not
be imputed or attributed to Contributor.

"Contributor's Organizational Documents" shall mean the
current Partnership Agreement and Certificate of Limited Partnership of the
Contributor, true and correct copies of which are attached hereto as Exhibit C.

"Contributor's Study Period" shall have the meaning ascribed
to that term in Section 2.9.

"DeBoer Affiliated Partnerships" shall mean the seven (7)
partnerships commonly controlled by Jack P. DeBoer which own and are
contributing to the Acquiror pursuant to this Agreement and the Other
Contribution Agreements, seven (7) Residence Inn Hotels (Denver Downtown
Residence Associates, L.P.; East Lansing Residence Associates; Kentwood
Residence Associates; Oakmead Residence Associates, L.P.; San Mateo Residence
Associates, L.P.; Sunnyvale Residence Associates, L.P.; and Wichita East
Residence Associates, L.P.).

"Deed" shall mean that certain deed conveying title to the
Real Property with limited warranty from the Contributor to the Acquiror,
subject only to Permitted Title Exceptions. The description of the Land in the
Deed shall be by courses and distances and, if there is a discrepancy between
the description of the Land attached hereto as Exhibit A and the description of
the Land as shown on the Survey, the description of the Land in the Deed shall
be identical to the description shown on the Survey.

"Deposit" shall mean all amounts deposited from time to time
with the Escrow Agent by the Acquiror pursuant to Section 2.2,

4
<PAGE> 10

plus all interest accrued thereon. The Deposit shall be invested by the Escrow
Agent in a manner acceptable to the Contributor and the Acquiror and shall be
held and disbursed by the Escrow Agent in strict accordance with the terms and
provisions of this Agreement.

"Emergency Expenditures" Expenditures required to take
necessary or appropriate actions to respond to Emergency Situations.

"Emergency Situations" Fire, any other casualty, or any
other events, circumstances or conditions which threaten the safety or physical
well-being of the Property's guests or employees or which involve the risk of
material property damage or material loss to the Property.

"Escrow Agent" shall mean Tri-State Commercial Closings, Inc.

"Final Determination" shall have the meaning ascribed to
that term in Section 9.4(a).

"First Closing" shall mean the first closing of the
contribution of a Residence Inn hotel to occur pursuant to this Agreement or
any Other Contribution Agreement.

"FIRPTA Certificate" shall mean the affidavit of the
Contributor under Section 1445 of the Code certifying that the Contributor is
not a foreign corporation, foreign partnership, foreign trust, foreign estate
or foreign person (as those terms are defined in the Code and the regulations
thereunder), in form and substance satisfactory to the Acquiror.

"Franchise" shall mean the license from the Franchisor to
operate the Property as a Residence Inn by Marriott.

"Franchisor" shall mean Marriott International, Inc., the
issuer of the Residence Inn by Marriott franchise owned by the Contributor.

"GAAP" shall mean generally accepted accounting principles
consistently applied as promulgated by the Financial Accounting Standards Board
and, as to Innkeepers, the SEC pursuant to Regulation S-X.

5
<PAGE> 11

"Guarantors" shall mean the Contributor and those of its
general and limited partners electing to sign the Guaranty Agreement.

"Guaranty Agreement" shall mean the Guaranty Agreement in
the form of Item 3 of the Master Addendum which provides for the guarantee
under certain circumstances of the Acquiror's (or its affiliate's) debt which
Contributor and its partners may elect to execute on the Closing Date.

"Hazardous Substances" shall mean any substance or material
whose presence, nature, quantity or intensity of existence, use, manufacture,
disposal, transportation, spill, release or effect, either by itself or in
combination with other materials is either: (1) potentially injurious to the
public health, safety or welfare, the environment or the Property, (2)
regulated, monitored or defined as a hazardous or toxic substance or waste by
any governmental agency, or (3) a basis for liability of the owner of the
Property to any governmental agency or third party, and Hazardous Substances
shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude
oil, or any products, by-products or components thereof, and asbestos.

"Hotel" shall mean the 156-room hotel and related amenities
located on the Land.

"Improvements" shall mean the Hotel and all other buildings,
improvements, fixtures and other items of real estate located on the Land.

"Indemnifiable Claim" shall have the meaning ascribed to
that term in Section 9.4(a).

"Indemnitees" shall have the meaning ascribed to that term
in Section 9.4(a).

"Innkeepers Financial Statements" shall mean the
consolidated financial statements of Innkeepers for the calendar years ended
December 31, 1994 and December 31, 1995, and for the quarterly periods ended
March 31, 1996 and June 30, 1996 and such other financial statements delivered
after the date hereof as provided in Section 4.7 hereof.

"Innkeepers Hotel Properties" shall mean the hotels owned by
the REIT or any partnership in which it or any wholly-

6
<PAGE> 12

owned subsidiary is the general partner and which are leased to an Innkeepers
Lessee.

"Innkeepers Lease" shall mean a lease between the Acquiror
or an affiliated partnership and an Innkeepers Lessee with respect to the
operation of Innkeepers Hotel Properties.

"Innkeepers Lessees" shall mean JF Hotel, Inc., a Virginia
corporation, and JF Hotel II, Inc., a Virginia corporation.

"Innkeepers Property Owning Partnerships" shall mean the
Acquiror, Innkeepers Financing Partnership, L.P., a Virginia limited
partnership, and Innkeepers Financing Partnership II, L.P., a Virginia limited
partnership.

"Insurance Policies" shall mean all policies of insurance
relating to the Property, or any portion thereof.

"Intangible Personal Property" shall mean all intangible
personal property owned or possessed by the Contributor and used in connection
with the ownership, operation, leasing, occupancy or maintenance of the
Property, including, without limitation, the right to use the trade name
"Residence Inn" (but only to the extent Contributor may assign such right), the
Authorizations, general intangibles, business records relating to the Property,
plans and specifications, surveys and title insurance policies pertaining to
the Real Property and the Personal Property, all licenses, permits and
approvals with respect to the construction, ownership, operation, leasing,
occupancy or maintenance of the Property, any unpaid award for taking by
condemnation or any damage to the Land by reason of a change of grade or
location of or access to any street or highway, and the share of the Tray
Ledger determined under Section 6.5, excluding (a) any of the aforesaid rights
the Acquiror elects not to acquire, (b) the Contributor's replacement reserves,
(c) deposits, working capital, marketable securities, escrows, prepaid items,
the Contributor's cash on hand, in bank accounts and invested with financial
institutions, and (d) accounts receivable except for the above described share
of the Tray Ledger.

"Interested Party" shall have the meaning ascribed to that
term in Section 9.4(c).

"Inventory" shall mean all "inventories" including all
inventories of merchandise and inventories of supplies (as such terms are used
in the Uniform System of Accounts for Hotels [8th

7
<PAGE> 13

Revised Edition, 1986] as published by the Hotel Association of New York City,
Inc., as the same may be revised) and similar consumable supplies.

"IRS" shall mean the Internal Revenue Service.

"JF Hotel Financial Statements" shall mean the combined
financial statements of the Innkeepers Lessees for the calendar years 1994 and
1995, and for the quarterly periods ended March 31, 1996 and June 30, 1996 and
such other financial statements delivered after the date hereof as provided in
Section 4.7 hereof.

"Land" shall mean that certain parcel of real estate lying
and being in Denver, Colorado, as more particularly described on Exhibit A
attached hereto, together with all easements, rights, privileges, remainders,
reversions and appurtenances thereunto belonging or in any way appertaining,
and all of the estate, right, title, interest, claim or demand whatsoever of
the Contributor therein, in the streets and ways adjacent thereto and in the
beds thereof, either at law or in equity, in possession or expectancy, now or
hereafter acquired.

"Manager" shall mean Residence Inn by Marriott, Inc.

"Master Addendum" shall mean the Master Addendum, dated as
of the date hereof, executed by the DeBoer Affiliated Partnerships, and the
Acquiror, which is incorporated herein by reference and made a part of this
Agreement, which addendum contains documents that have also been incorporated
as part of the Other Contribution Agreements.

"Marriott" shall mean Marriott International, Inc. and the
Manager.

"Marriott's Knowledge" shall mean the actual knowledge of
David Grissen, Kevin Kimball and the property manager at the Property.

"Marriott Management Agreement" shall mean the contract for
the management of the Hotel between the Contributor and the Manager.

"Mortgage" shall mean that certain Deed of Trust, dated
January 31, 1986, by the Contributor to Coast Federal Savings and Loan
Association, recorded on Register No. 02367 of the Clerk and Recorder of Denver
County, Colorado, as subsequently modified by

8
<PAGE> 14

the First and Second Modifications thereto. A complete and correct copy of the
Mortgage is attached hereto as Exhibit D.

"Mortgage Documents" shall mean collectively the Mortgage
Note, the Mortgage and all other documents executed or delivered in connection
therewith, including all modifications thereto.

"Mortgage Note" shall mean that certain Restated Promissory
Note, dated June 1, 1991, in the original principal sum of $8,750,000 made by
the Contributor and payable to the order of Coast Federal Savings & Loan. A
true and complete copy of the Mortgage Note is attached hereto as Exhibit E.
The outstanding principal balance of the Mortgage Note, as of the date hereof,
is approximately, and in any event not greater than $6,830,000.

"Mortgagee" shall mean the holder of the Mortgage Note.

"Operating Agreements" shall mean the management agreements,
service contracts and other agreements, if any, in effect with respect to the
construction, ownership, operation, occupancy or maintenance of the Property,
excluding the Franchise. All of the Operating Agreements in force and effect as
of the date hereof are listed on Exhibit B attached hereto.

"Other Contribution Agreements" shall mean the six other
Contribution Agreements, each between Acquiror and a DeBoer Affiliated
Partnership, for the contribution by Contributor and the acquisition by
Acquiror of a Residence Inn By Marriott.

"Owner's Title Policy" shall mean an owner's policy of title
insurance issued to the Acquiror by the Title Company, pursuant to which the
Title Company insures the Acquiror's ownership of fee simple title to the Real
Property (including the marketability thereof) subject only to Permitted Title
Exceptions. The Owner's Title Policy shall insure the Acquiror in the amount of
the Contribution Consideration and shall be acceptable in form and substance to
the Acquiror. The description of the Land in the Owner's Title Policy shall be
by courses and distances and shall be identical to the description shown on the
Survey.

"Partner" for purposes of Section 9.4 only, shall have the
meaning ascribed to that term in Section 9.4(a).

"Pay Off Loan" shall have the meaning ascribed to that term
in Section 2.7.

9
<PAGE> 15
"Permitted Title Exceptions" shall mean those exceptions to
title to the Real Property that are satisfactory to the Acquiror as determined
pursuant to Section 2.3(f) and those exceptions to title in Contributor's
existing title insurance policy which are set forth on Exhibit G.

"Personal Property" shall mean the Tangible Personal
Property and the Intangible Personal Property.

"Preferred Partnership Units" shall mean the preferred
partnership units of Acquiror issued to Contributor as part of the Contribution
Consideration, and as described and defined in the Acquiror's Second Amended
Partnership Agreement.

"Property" shall mean collectively the Real Property, the
Inventory, the Tangible Personal Property and the Intangible Personal Property.

"Property Improvement Plan" or "PIP" shall mean the
requirements established by the Franchisor for the Property as a condition of
the transfer of the Franchise.

"Real Property" shall mean the Land and the Improvements.

"Redemption and Registration Rights Agreement" shall mean
the Redemption and Registration Rights Agreement in the form of Item 2 to the
Master Addendum which provides the holders of Preferred Partnership Units with
certain redemption and registration rights.

"Redemption Shares" shall mean all of the shares of the REIT
which are to be issued to a Unit Holder upon conversion of the Preferred
Partnership Units or Common Partnership Units directly or indirectly into REIT
Shares pursuant to the Acquiror's Second Amended Partnership Agreement.

"REIT" shall mean Innkeepers USA Trust, a Maryland real
estate investment trust.

"REIT Shares" shall mean common shares of beneficial
interest of the REIT, par value $0.01 per share.

"Representation Letter" shall mean a representation letter
in the form of Item 4 of the Master Addendum.

10
<PAGE> 16

"Required Indebtedness" shall have the meaning ascribed to
that term in Section 7.2.

"Reservation System" shall mean the Contributor's
Reservation Terminal and Reservation System equipment and software, if any.

"SEC" shall mean the Securities and Exchange Commission.

"SEC Filings" shall mean all filings made with the SEC by
the REIT from and after the initial Registration Statement filed in connection
with its initial public offering to the Closing Date.
"Securities Act" shall mean the Securities Act of 1933, as
amended.

"Stepped-Up Basis Units" shall have the meaning ascribed to
that term in Section 7.2.

"Study Period" shall mean the period commencing at 9:00 a.m.
on the date hereof, and continuing through 5:00 p.m. E.D.T. on the date that is
thirty (30) days from the date hereof. Acquiror shall have the right to extend
the Study Period for an additional period of ten (10) days or such additional
time period as Acquiror may deem reasonably necessary up to December 31, 1996,
upon notice to Contributor, for purposes of (i) completing financial audits
commenced during the thirty (30) day period, and (ii) investigating any
environmental or structural problems uncovered during the thirty (30) day
period.

"Survey" shall mean the survey prepared pursuant to Section
5.1(d).

"Tangible Personal Property" shall mean the items of
tangible personal property consisting of all furniture, fixtures and equipment
situated on, attached to, or used in the operation of the Hotel (excluding all
Franchisor signage used thereon), and all furniture, furnishings, equipment,
machinery, and other personal property of every kind located on or used in the
operation of the Hotel and owned by the Contributor; provided, however, that
the Acquiror agrees that, all Inventory shall be conveyed to the Acquiror's
designee.

"Title Commitment" shall mean the commitment by the Title
Company to issue the Owner's Title Policy.

11
<PAGE> 17

"Title Company" shall mean Tri-State Commercial Closings,
Inc.

"Transfer" for purposes of Section 3.31 only, shall have the
meaning ascribed to that term in Section 3.31(b).

"Tray Ledger" shall mean the final night's room revenue
(revenue from rooms occupied as of 12:01 a.m. on the Closing Date, exclusive
of food, beverage, telephone and similar charges which shall be retained by the
Contributor), including any sales taxes, room taxes or other taxes thereon.

"Unit Holder" shall mean a person holding Preferred
Partnership Units or Common Partnership Units which were issued in connection
with this transaction or were issued on conversion of Preferred Partnership
Units issued in this transaction, to the Contributor, its partners, or a
permitted transferee of such person.

"Utilities" shall mean public sanitary and storm sewers,
natural gas, telephone, public water facilities, electrical facilities and all
other utility facilities and services necessary for the operation and occupancy
of the Property as a hotel.

1.2 Rules of Construction. The following rules shall apply to
the construction and interpretation of this Agreement:

(a) Singular words shall connote the plural number as
well as the singular and vice versa, and the masculine shall include the
feminine and the neuter.

(b) All references herein to particular articles,
sections, subsections, clauses or exhibits are references to articles,
sections, subsections, clauses or exhibits of this Agreement.

(c) The table of contents and headings contained herein
are solely for convenience of reference and shall not constitute a part of this
Agreement nor shall they affect its meaning, construction or effect.

(d) Each party hereto and its counsel have reviewed and
revised (or requested revisions of) this Agreement, and therefore any usual
rules of construction requiring that ambiguities are to be resolved against a
particular party shall not be applicable in

12
<PAGE> 18

the construction and interpretation of this Agreement or any exhibits hereto.

ARTICLE II
CONTRIBUTION AND ACQUISITION; DEPOSIT;
PAYMENT OF CONTRIBUTION CONSIDERATION

2.1 Contribution and Acquisition. The Contributor agrees to
contribute and the Acquiror agrees to acquire the Property for the Contribution
Consideration and in accordance with the other terms and conditions set forth
herein.

2.2 Deposit. The Acquiror shall make on the date hereof an
initial cash deposit of Forty-Four Thousand Five Hundred and 00/100 Dollars
$44,500.00 with the Escrow Agent (the "Deposit"). The Deposit, plus all
interest that accrues thereon, less expenses incurred pursuant to Section 6.4
and allocable to this Agreement in the same ratio that the Deposit bears to the
aggregate of all deposits under this Agreement and the Other Contribution
Agreements ($500,000.00), shall be returned to Acquiror if Acquiror, prior to
the end of the Study Period, notifies the Contributor in writing, pursuant to
Section 2.3, that the Acquiror elects not to proceed to Closing. If Acquiror
fails to give such notice timely, the Deposit, less expenses incurred pursuant
to Section 6.4, shall be (a) applied at the Closing against the Contribution
Consideration, (b) returned to the Acquiror pursuant to Section 9.5, or (c)
paid to the Contributor pursuant to Section 9.6. All interest on the Deposit
shall accrue in favor of the Acquiror.

2.3 Study Period. (a) The Acquiror shall have the right, until
the end of the Study Period (and thereafter if the Acquiror does not notify the
Contributor that the Acquiror has elected to terminate this Agreement in the
manner described below) to enter upon the Real Property during normal business
hours with reasonable notice and Contributor's permission, which permission
shall not be unreasonably withheld, conditioned or delayed, and to perform, at
the Acquiror's expense, such economic, surveying, engineering, environmental,
topographic and marketing tests, studies and investigations as the Acquiror may
deem appropriate.

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Acquiror notifies the Contributor, in writing, prior to the expiration of the
Study Period that it has determined not to proceed to Closing for one or more
of the reasons set forth in this Section 2.3(b), this Agreement automatically
shall terminate, the Deposit shall be returned to the Acquiror and upon return
of the Deposit, the Acquiror shall be released from any further liability or
obligation under this Agreement; provided, however, that if the Acquiror
determines not to proceed to Closing because of a material structural problem,
the Acquiror shall provide the Contributor with the written report from a
structural engineer describing the structural problem and the Contributor shall
have the right to cure such structural problem within thirty (30) days to the
satisfaction of Acquiror, and the Closing shall be extended to the last day of
the Marriott accounting period immediately after the date of Closing set forth
in Section 6.1, as such date may have otherwise been extended.

(c) If such tests, studies and investigations do not
warrant, in the Acquiror's sole, absolute and unreviewable discretion, the
acquisition of the Property for any reason not set forth in Section 2.3(b) or
2.3(f), the Acquiror may elect not to proceed to Closing and shall so notify
the Contributor prior to the expiration of the Study Period. If the Acquiror
notifies the Contributor, in writing, prior to the expiration of the Study
Period that it has determined not to proceed to Closing pursuant to this
Section 2.3(c), this Agreement and each of the Other Contribution Agreements
shall automatically terminate, the Deposit shall be returned to the Acquiror as
provided in Section 2.2 and upon return of the Deposit, the Acquiror shall be
released from all further liability and obligations, if any, under this
Agreement and the Other Contribution Agreements.

(d) During the Study Period, the Contributor shall make
available to the Acquiror, its agents, auditors, engineers, attorneys and other
designees, for inspection, copies of all existing architectural and engineering
studies, surveys, title insurance policies, zoning and site plan materials,
correspondence and other related materials or information if any, relating to
the Property which are in, or come into, the Contributor's possession or
control.

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Section 2.3(e) shall not be subject to the survival limitation set forth in
Section 10.10(b)(i) nor shall the indemnity be subject to the $500,000 floor
set forth in Section 9.3.

(f) During the Study Period, the Acquiror, at its
expense, shall cause an examination of title to the Property to be made and
shall promptly order the Title Commitment and the Survey, and, prior to the
expiration of the Study Period, shall notify the Contributor of any defects in
title (other than Permitted Title Exceptions) shown by such examination that
the Acquiror is unwilling to accept. Within seven (7) business days after such
notification, the Contributor shall notify the Acquiror whether the Contributor
is willing to attempt to cure such defects. If the Contributor is willing to
attempt to cure such defects, the Contributor shall act promptly and diligently
to cure such defects at its expense, and, in any event, shall cure such defects
prior to Closing. If such defects consist of deeds of trust, mechanics' liens,
tax liens or other liens or charges in a fixed sum or capable of computation as
a fixed sum, the Contributor shall pay and discharge (and the Escrow Agent is
authorized to pay and discharge at Closing) such defects at Closing. If the
Contributor is unwilling or unable to cure any other such defects by Closing,
the Acquiror shall elect (1) to waive such defects and proceed to Closing
without any abatement in the Contribution Consideration or (2) to terminate
this Agreement and receive a full refund of the Deposit. The Contributor shall
not, after the date of this Agreement, knowingly subject the Property to any
liens, encumbrances, covenants, conditions, restrictions, easements or other
title matters or seek any zoning changes or take any other action which may
affect or modify the status of title without the Acquiror's prior written
consent. All title matters revealed by the Acquiror's title examination and not
objected to by the Acquiror as provided above shall be deemed Permitted Title
Exceptions. If Acquiror shall fail to examine title and notify the Contributor
of any such title objections by the end of the Study Period, all such title
exceptions (other than those rendering title unmarketable and those that are to
be paid at Closing as provided above) shall be deemed Permitted Title
Exceptions.

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all Other Contribution Agreements), Acquiror shall pay Contributor's costs
incurred up to the date of said termination as determined by and subject to the
limitations set forth in Section 6.4(c).

2.4 Payment of Contribution Consideration. The Contribution
Consideration shall be paid to the Contributor in the following manner:

(a) The Acquiror shall receive a credit against the
Contribution Consideration in an amount equal to the Deposit to the extent that
any cash is required to be paid to the Contributor; otherwise the Deposit shall
be returned to the Acquiror, together with any interest accrued thereon.

(b) The balance of the Contribution Consideration shall
be paid as follows:

(i) The Acquiror shall take the Property subject
to existing indebtedness evidenced by the Mortgage and Mortgage Note and the
Acquiror shall receive a credit against the Contribution Consideration in an
amount equal to the principal balance of the Mortgage Note which the Mortgage
secures, plus all accrued interest to the Closing Date plus any prepayment
premium and any other incidental charges incurred by the Acquiror and required
by the mortgagee in connection with the transactions contemplated by this
Agreement. In addition, the Acquiror shall be charged and the Contributor shall
be paid for the amount of the sums being held in escrow by the mortgagee (as
confirmed by the mortgagee) and being assigned and transferred to the Acquiror.

(ii) The Acquiror shall pay the balance of the
Contribution Consideration in the form of Preferred Partnership Units, all as
more particularly described in Section 2.6. Upon receipt of the Preferred
Partnership Units, the Contributor shall become a limited partner of the
Acquiror and shall execute the Acquiror's Second Amended Partnership Agreement.

(c) The Acquiror shall pay the closing costs at Closing
by making a wire transfer of immediately available federal funds to the account
of the Contributor or other applicable party as specified in writing by the
Contributor. Innkeepers shall cause JF Hotel, Inc. (or its Affiliate) to enter
into a separate agreement with Contributor, for JF Hotel, Inc. (or its
Affiliate) to purchase from the Contributor its current assets, except for
cash, net of its current liabilities.

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The parties agree that, to the extent that the Contributor receives
Preferred Partnership Units, the transfer of the Property to the Acquiror shall
be treated for federal income tax purposes as a contribution of the Property in
exchange for a partnership interest in the Acquiror that qualifies as a
tax-free contribution under Section 721 of the Code.

2.5 Allocation of Contribution Consideration. The parties agree
that the Contribution Consideration shall be allocated 5% to the Tangible
Personal Property, and the balance to the Land and to the Improvements as the
parties may agree. The Acquiror and the Contributor agree to use the allocation
of Contribution Consideration in this Section 2.5 to complete IRS Form 8594, if
such form is required to be filed by the Acquiror and the Contributor.

2.6 Determination of Number of Preferred Partnership Units. For
purposes of determining the number of Preferred Partnership Units to be
delivered by the Acquiror at the Closing, each Preferred Partnership Unit shall
be deemed to have a value equal to $11.00. The Contributor shall receive
certificates at the Closing representing the number of Preferred Partnership
Units. The certificates evidencing the Preferred Partnership Units will bear
appropriate legends indicating (a) that the Preferred Partnership Units have
not been registered under the Securities Act, and (b) that the Acquiror's
Second Amended Partnership Agreement restricts the transfer of Preferred
Partnership Units. The Preferred Partnership Units shall carry an income and
distribution preference, shall be convertible into Common Partnership Units
which are subject to redemption and conversion into REIT common shares, shall
have a liquidation preference and such other characteristics all as more fully
described in the Acquiror's Second Amended Partnership Agreement.

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the Pay Off Loan, if any, will be applied directly by Acquiror to pay off all
items creating liens or encumbrances on any of the Personal Property and
Inventory, capital leases, and to terminate any Operating Agreements.
Contributor will repay the Pay Off Loan, with accrued interest, by the
application of (i) 33.33% of all distributions paid on the Preferred
Partnership Units (or Common Partnership Units into which the Preferred
Partnership Units are convertible) and (ii) any amounts received by the
Contributor from the Manager as a result of the release of the capital
expenditure reserve held by Manager. All amounts applied to the Pay Off Loan
shall be applied first to accrued interest and then to repayment of principal.
Contributor may repay the Pay-Off Loan and accrued interest in whole or part at
any time by making supplemental cash payment(s). The interest rate on the Pay
Off Loan will be 9% per annum.

2.8 Authorization and Reservation of Common Shares. The REIT
shall at all times take all such action as may be required to authorize and
reserve for issuance all of the Redemption Shares and shall take all such
action as may be required to issue and deliver the Redemption Shares to the
Acquiror at such time or times and in such manner as may be reasonably required
in order for the Acquiror to deliver the Redemption Share to the Contributor,
its partners and their permitted transferees, as provided in the Acquiror's
Second Amended Partnership Agreement.

2.9 Contributor's Study Period. Contributor shall have the
right, until 5:00 pm E.D.T. on the date that is seven (7) days from the date
hereof ("Contributor's Study Period") (i) to review, prepare and approve the
Exhibits to the Agreement and Master Addendum, to approve documents related to
Innkeepers Hotel Properties requested by Contributor, and to enter upon the
Innkeepers Hotel Properties during normal business hours with reasonable notice
and Acquiror's permission, which permission shall not be unreasonably withheld,
conditioned or delayed, and to perform such economic, surveying and marketing
tests, studies, investigations and audits as the Contributor may deem
appropriate. If such tests, studies, investigations and audits or other
information known to Contributor do not warrant, in Contributor's sole,
absolute and unreviewable discretion, the consummation of the transactions
contemplated by this Agreement for any reason, the Contributor may elect not to
proceed to Closing and shall so notify the Acquiror prior to the expiration of
the Contributor's Study Period, in which event this Agreement and each of the
Other Contribution Agreements shall automatically terminate, the Deposit shall
be returned to the Acquiror and the Acquiror shall be

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released from all further liability and obligations, if any, under this
Agreement and the Other Contribution Agreements (including any expenses
incurred pursuant to Section 6.4).

ARTICLE III
CONTRIBUTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

To induce the Acquiror to enter into this Agreement and to purchase
the Property, the Contributor hereby makes the following representations,
warranties and covenants with respect to the Property, upon each of which the
Contributor acknowledges and agrees that the Acquiror is entitled to rely and
has relied.

3.1 Organization and Power. The Contributor is a limited
partnership duly formed, validly existing and in good standing under the laws
of the State of Kansas and has all requisite powers and all governmental
licenses, authorizations, consents and approvals, except where the failure to
have such governmental licenses, authorizations, consents and approvals would
not have a material adverse affect on the business or financial condition of
Contributor (a "Contributor Material Adverse Effect") to carry on its business
as now conducted and to enter into and perform its obligations hereunder and
under any document or instrument required to be executed and delivered on
behalf of the Contributor hereunder.

3.2 Authorization and Execution. This Agreement has been duly
authorized by all necessary action on the part of the Contributor, has been
duly executed and delivered by the Contributor, constitutes the valid and
binding agreement of the Contributor and is enforceable in accordance with its
terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws and equitable principles affecting creditors'
rights generally. There is no other person or entity who has an ownership
interest in the Property or whose consent is required in connection with the
Contributor's performance of its obligations hereunder, except the Manager, the
Franchisor, and the Mortgagee.

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Contributor of its obligations hereunder violates the Mortgage, the Franchise
and the Marriott Management Agreement or result in the creation of any lien or
other encumbrance on any asset of the Contributor. There are no outstanding
agreements (written or oral) pursuant to which the Contributor (or any
predecessor to or representative of the Contributor) has agreed to sell or has
granted an option or right of first refusal to purchase the Property or any
part thereof.

3.4 No Special Taxes. The Contributor and, to Contributor's
Knowledge, Marriott, have no knowledge of, nor has either received any notice
of, any special taxes or assessments relating to the Property or any part
thereof or any planned public improvements that may result in a special tax or
assessment against the Property which are not reflected on the Title
Commitment.

3.5 Compliance with Existing Laws. The Contributor and Marriott
possess all Authorizations, except where the failure to have such
Authorizations would not have a Contributor Material Adverse Effect, each of
which is valid and in full force and effect, and no provision, condition or
limitation of any of the Authorizations has been breached or violated in any
material respect. The Contributor has neither misrepresented nor failed to
disclose any material relevant fact in obtaining all Authorizations, and to
Contributor's Knowledge there has been no change in the circumstances under
which those Authorizations were obtained that result in their termination,
suspension, modification or limitation. The Contributor has no knowledge, nor
has Contributor received notice since January 1, 1996, nor to the best of Jack
P. DeBoer's knowledge has the Contributor received notice within the past three
years, of any existing or threatened violation of any provision of any
applicable building, zoning, subdivision, environmental or other governmental
ordinance, resolution, statute, rule, order or regulation, including but not
limited to those of environmental agencies or insurance boards of underwriters,
with respect to the ownership, operation, use, maintenance or condition of the
Property or any part thereof, or requiring any repairs or alterations other
than those that have been made prior to the date hereof.

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Agreements and no fact or circumstance has occurred which, by itself or with
the passage of time or the giving of notice or both, would constitute a
material default under any of the Operating Agreements. The Contributor shall
not enter into any new management agreement, maintenance or repair contract,
supply contract, lease in which it is lessee or other agreements with respect
to the Property, nor shall the Contributor enter into any agreements modifying
the Operating Agreements, unless (a) any such agreement or modification will
not bind the Acquiror or the Property after the Closing Date or (b) the
Contributor has obtained the Acquiror's prior written consent to such agreement
or modification. The Contributor agrees to cancel and terminate all of the
Operating Agreements unless the Acquiror requests in writing prior to Closing
that one or more remain in effect after Closing; provided, however, that the
Acquiror shall be responsible for negotiating the termination, transfer,
renegotiation, or assignment of the Marriott Management Agreement and shall be
solely responsible for any and all transfer or termination fees, charges, or
costs relating directly to such transfer or termination.

3.7 Warranties and Guaranties. The Contributor shall not before
or after Closing, release or modify any warranties or guarantees, if any, of
manufacturers, suppliers and installers relating to the Improvements and the
Personal Property or any part thereof, except with the prior written consent of
the Acquiror.

3.8 Insurance. All of the Contributor's insurance policies are
valid and in full force and effect, all premiums for such policies were paid
when due and all future premiums for such policies (and any replacements
thereof) shall be paid by the Contributor on or before the due date therefor.
Prior to Closing, the Contributor shall pay all premiums on, and shall not
cancel or voluntarily allow to expire, any of the Contributor's insurance
policies unless such policy is replaced, without any lapse of coverage, by
another policy or policies providing coverage at least as extensive as the
policy or policies being replaced. The Contributor agrees to cancel any such
policies as of the date of Closing.

3.9 Condemnation Proceedings; Roadways. The Contributor, and, to
Contributor's Knowledge, Marriott, have received no notice of any condemnation
or eminent domain proceeding pending or, to the Contributor's Knowledge
threatened against the Property or any part thereof. The Contributor, and, to
Contributor's Knowledge, Marriott, have no knowledge of any change or proposed
change in the

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route, grade or width of, or otherwise affecting, any street or road adjacent
to or serving the Real Property.

3.10 Litigation. There is no action, suit or proceeding pending
or known to be threatened against or affecting the Contributor in any court,
before any arbitrator or before or by any governmental agency which (a) in any
manner raises any question affecting the validity or enforceability of this
Agreement or any other material agreement or instrument to which the
Contributor is a party or by which it is bound and that is or is to be used in
connection with, or is contemplated by, this Agreement, (b) could materially
and adversely affect the business, financial position or results of operations
of the Contributor, (c) could materially and adversely affect the ability of
the Contributor to perform its obligations hereunder, or under any document to
be delivered pursuant hereto, (d) could create a lien on the Property, any part
thereof or any interest therein, or (e) could otherwise materially adversely
affect the Property, any part thereof or any interest therein or the use,
operation, condition or occupancy thereof.

3.11 Labor Disputes and Agreements. The Contributor currently has
no employees and has never had any hotel employees. To Contributor's Knowledge,
the Manager has no labor disputes pending or, threatened as to the operation or
maintenance of the Property or any part thereof. To Contributor's Knowledge,
the Manager is not a party to any union or other collective bargaining
agreement with employees employed in connection with the ownership, operation
or maintenance of the Property. Except with respect to the accounts payable of
Contributor assumed by the Acquiror hereunder, to Contributor's Knowledge, the
Acquiror will not be obligated to give or pay any amount to any employee of the
Manager unless the Acquiror elects to hire that employee or continue the
management arrangement with the Manager, and the Acquiror shall not have any
liability under any pension or profit sharing plan that the Manager may have
established with respect to the Property or their or its employees, unless the
Acquiror elects to continue the management arrangement with the Manager.

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footnotes or schedules that may otherwise be required by GAAP. If requested by
Acquiror, Contributor will forward promptly all four-week period-ending
financial information it receives from Manager. Contributor's Financial
Information is prepared based on information provided by Manager based on books
and records maintained by Manager in accordance with Manager's accounting
system. Contributor's Financial Information provided by Manager to Contributor
has been provided to Acquiror without any changes or alterations thereto.
Contributor has not independently verified Manager's financial data and has
relied thereon in preparing Contributor's Financial Information. To the best of
Contributor's Knowledge, since the date of the last financial statement
included in the Contributor's Financial Information, there has been no material
adverse change in the financial condition or in the operations of the Property.

Between the date of the latest financial information provided to
Acquiror before the end of the Study Period and Closing there will be no
material changes in the financial condition of the Contributor other than
changes made in the usual and ordinary conduct of the business of the
Contributor, none of which has been or will be materially adverse and all of
which have been or will be recorded in its books of account.

3.13 Organizational Documents. The Contributor's Organizational
Documents are in full force and effect and have not been modified or
supplemented, and no fact or circumstance has occurred that, by itself or with
the giving of notice or the passage of time or both, would constitute a default
thereunder.

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hereto and made a part hereof and (ii) Emergency Expenditures. The Contributor
shall encourage the Manager to continue to use its best efforts to take guest
room reservations and to book functions and meetings and otherwise to promote
the business of the Property in generally the same manner as the Manager did
prior to the execution of this Agreement. Except as otherwise permitted
hereby, from the date hereof until Closing, the Contributor shall use its best
efforts to ensure that the Manager shall not take any action or fail to take
action the result of which (i) would have a material adverse effect on the
Property or the Acquiror's ability to continue the operation thereof after the
date of Closing in substantially the same manner as presently conducted, (ii)
reduce or cause to be reduced any room rents or any other charges over which
the Contributor has operational control, or (iii) would cause any of the
representations and warranties contained in this Article III to be untrue as of
Closing.

3.15 Personal Property. Subject only to the Permitted Title
Exceptions and the Mortgage, all of the Personal Property and Inventory being
conveyed by the Contributor to the Acquiror or to the Acquiror's managing
agent, lessee or designee, will be free and clear of all liens and encumbrances
(including capital leases) on the Closing Date and the Contributor has good,
merchantable title thereto and the right to convey same in accordance with the
terms of this Agreement.

3.16 Bankruptcy. No Act of Bankruptcy has occurred with respect
to the Contributor.

3.17 Title to Property. The Contributor is the sole owner of good
and marketable fee simple title to the Tangible Personal Property free and
clear of all liens, leases (capital or otherwise), encumbrances, restrictions,
conditions, and agreements except for Permitted Title Exceptions. The
Contributor shall not have taken any action from the date hereof and through
and including the Closing Date that would adversely affect the status of title
to the Real Property. The Contributor has a title insurance policy insuring its
fee simple title to the Real Property.

3.18 Zoning. To Contributor's Knowledge, the current use and
occupancy of the Property for hotel purposes are permitted as a matter of right
as a principal use under all laws applicable thereto without the necessity of
any special use permit, special exception or other special permit, permission
or consent.

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3.19 Historical Districts. Neither the Property, nor any portion
thereof, is (a) listed, or eligible to be listed, in any national, state or
local register of historic places or areas, or (b) located within any
designated district or area in which the permitted uses of land located therein
are restricted by regulations, rules or laws other than those specified under
local zoning ordinances.

3.20 Brokerage Commission. The Contributor has not engaged the
services of, nor is it or will it become liable to, any real estate agent,
broker, finder or any other person or entity (other than a 0.75% broker's fee
paid to Consolidated Holdings, Inc.) for any brokerage or finder's fee,
commission or other amount with respect to the transactions described herein.
The Contributor shall pay any such fee, commission or other amount if it
becomes due prior to, at, or after Closing and shall indemnify and hold
Acquiror harmless for any such fee, commission or other amount.

3.21 Hazardous Substances. Neither Contributor nor Marriott has
knowledge: (a) of the presence of any Hazardous Substances on the Property, or
any portion thereof, or, (b) of any spills, releases, discharges, or disposal
of Hazardous Substances that have occurred or are presently occurring on or
onto the Property, or any portion thereof, or (c) of the presence of any PCB
transformers serving, or stored on, the Property, or any portion thereof, and
Contributor has no knowledge of any failure to comply with any applicable
local, state and federal environmental laws, regulations, ordinances and
administrative and judicial orders relating to the generation, recycling,
reuse, sale, storage, handling, transport and disposal of any Hazardous
Substances.

3.22 Room Furnishings. To Contributor's Knowledge, all public
spaces, lobbies, meeting rooms, and each room in the Hotel available for guest
rental is furnished in accordance with Franchisor's standards for the Hotel and
room type, except to the extent of the changes required by the Property
Improvement Plan.

3.23 Franchisor. The Franchise from the Franchisor is, and at
Closing will be, valid and in full force and effect, and Contributor is not and
will not be in default with respect thereto (with or without the giving of any
required notice and/or lapse of time), except to the extent that the assignment
thereof at Closing would constitute an event of default. Acquiror shall be
responsible, at its sole cost and expense, for obtaining a new Franchise
Agreement, if any, or a permissive assignment of the Franchise, if any.

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3.24 Liquor License. The Contributor has no liquor licenses in
its name at the Property. The Contributor shall cooperate with the Acquiror:
(i) to determine (from the Manager or otherwise) what entity, if any, possesses
a liquor license with respect to the Property; (ii) to provide Acquiror with,
or assist Acquiror in obtaining a copy of, the liquor license prior to the end
of the Study Period; and (iii) to transfer said liquor license to Acquiror's
designee.

3.25 Independent Audit. Contributor shall provide access by
Acquiror's representatives to all financial and other information relating to
the Property in its possession which would be reasonably required to prepare
audited financial statements in conformity with Regulation S-X of the SEC and
to prepare a registration statement, report or disclosure statement for filing
with the SEC. Contributor shall also provide to Acquiror's representatives a
signed representation letter for use in rendering an opinion on the financial
statements related to the Property. Acquiror acknowledges that some of the
books and records are in the care, custody and control of the Manager.
Contributor shall use its best efforts to assist Acquiror in obtaining (i)
access to the Manager-maintained records and (ii) a signed representation
letter from Manager for use in rendering an opinion on the financial statements
related to the Property.

3.26 Sufficiency of Certain Items. To the Contributor's
Knowledge, the Property contains not less than:

(a) a sufficient amount of furniture, furnishings, color
television sets, carpets, drapes, rugs, floor coverings, mattresses, pillows,
bedspreads and the like, to furnish each guest room, so that each such guest
room is, in fact, fully furnished; and

(b) a sufficient amount of towels, washcloths and bed
linens, so that there are at least three sets of towels, washcloths and linens
for each guest room (one on the beds, one on the shelves, and one in the
laundry), together with a sufficient supply of paper goods, soaps, cleaning
supplies and other such supplies and materials, as are reasonably adequate for
the current operation of the Hotel.

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in the Contributor prior to the Closing Date and, except for sales,
assignments, transfers and conveyances among Approved Investors who are also
existing partners and transfers to Code Section 501(c)(3) charities and to
charitable trusts, will not, without the consent of the Acquiror, which consent
shall not be unreasonably withheld, permit any partner to sell, assign,
transfer or convey or otherwise attempt to dispose of any portion of his or her
interest in the Contributor, as applicable. Each Approved Investor will, prior
to the Closing Date, complete, sign and deliver to Acquiror a Representation
Letter; and

(b) Contributor understands that the Preferred
Partnership Units have not been registered under state or federal securities
laws and that the Common Partnership Units or Redemption Shares issuable upon
the conversion of the Preferred Partnership Units shall not have been
registered under state or federal securities laws and neither the Preferred
Partnership Units, the Common Partnership Units, nor the Redemption Shares may
be sold or transferred except according to the terms of this Agreement, the
Second Amended Partnership Agreement or the Redemption and Registration Rights
Agreement, and in any event must be pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from
registration under the Securities Act.

3.28 Securities Matters. The Contributor represents and warrants
that (i) as of the Closing the Contributor and each Approved Investor will have
received, reviewed, been given the opportunity to ask questions of
representatives of the Acquiror and the REIT, and to Contributor's Knowledge
received answers regarding, and understands, Acquiror's Second Amended
Partnership Agreement, Acquiror's business, the Preferred Partnership Units,
and each filing of the REIT in 1996 under the Securities Exchange Act of 1934,
as amended, (ii) the Contributor and each Approved Investor is an "accredited
investor" as defined under Regulation D under the Securities Act, and (iii) the
Contributor and each Approved Investor will complete, execute and deliver the
Representation Letter on or before the end of the Study Period.

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income taxes imposed by the United States, or by any foreign country, or by any
state, municipality, subdivision, or instrumentality of the United States or of
any foreign country, or by any other taxing authority, which are due and
payable by Contributor to have been paid in full or adequately provided for by
reserves shown in their records and books of account and in the Contributor's
Financial Information. Contributor has not obtained or received any extension
of time for the assessment of deficiencies for any years. To Contributor's
Knowledge no unassessed tax deficiency is proposed or threatened against it.

(b) Other than with respect to the subject matter of the
opinion delivered pursuant to Section 6.3(f), the Contributor represents and
warrants that it has obtained, and has advised each of its partners to obtain,
from its own counsel advice regarding the tax consequences of becoming a
partner in the Acquiror.

3.30 No Misrepresentations. Neither this Agreement nor, to
Contributor's Knowledge, the Contributor's Financial Information pursuant to or
in connection with this Agreement and the transactions contemplated hereby,
contains or will contain any misstatement of a material fact or omits or will
omit to state a material fact necessary to make the statements contained herein
or therein not misleading.

3.31 Tax Opinion Representations. Contributor represents,
warrants, and covenants that:

(a) The Contributor at all times has been and is
classified as a partnership for federal income tax purposes;

(b) The Acquiror will assume, or take the Property
subject to, only liabilities that fall into one of the following four
categories (for this purpose, treating any refinancing as a continuation of the
original debt to the extent that the net proceeds of the refinancing are used
to repay the original debt): (i) debt that is more than two years old and has
encumbered the Property throughout such two-year period; (ii) debt that has not
been outstanding for more than two years, but that was incurred to purchase, or
is properly allocable to capital expenditures with respect to, the Property;
(iii) a trade payable or other similar obligation incurred in the ordinary
course of the Contributor's trade or business (regardless of how long such
payable or obligation has been outstanding); or (iv) debt incurred within two
years prior to the transfer of the Property from the Contributor to the
Acquiror (the "Transfer") that has been secured by the Property

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since the debt's incurrence and that was not incurred in anticipation of such
transfer.

(c) During the two-year period immediately preceding the
Transfer, the total amount of the distributions of available cash flow
(including available cash flow from a prior year that was retained by the
Contributor) made by the Contributor to each partner of the Contributor for
each year did not exceed the product of the Contributor's net cash flow from
operations for the year multiplied by such partner's percentage interest in
overall profits of the Contributor for that year.

(d) As of the Closing Date, the Contributor does not have
the current intention of selling or otherwise disposing of any of its Preferred
Partnership Units within the two-year period immediately following the
Transfer.

3.32 Mortgage Documents. The Mortgage Documents are in full force
and effect and have not been modified or supplemented, except as otherwise
disclosed, and no fact or circumstance has occurred that, by itself or with the
giving of notice or the passage of time or both, would constitute a default
under any of the Mortgage Documents. The Contributor has not been advised nor
has Contributor received any notice asserting that a default exists under any
of the Mortgage Documents. The Contributor shall not amend or supplement the
Mortgage Documents in whole or in part. The Contributor shall pay or make, as
and when due and payable, all payments of principal, interest and other amounts
required to be paid or made under the Mortgage Documents.

3.33 Capital Expenditure Reserve. To the Contributor's Knowledge,
the capital expenditure reserves for the Property held by the Manager as of the
end of Marriott's accounting period 8, are accurate and complete as shown on
the balance sheet delivered to Acquiror. The Contributor will not authorize or
direct the Manager to use or expend the capital expenditure reserve except as
set forth on Exhibit F.

3.34 Updating of Representations and Warranties. Between the date
hereof and the Closing Date, Contributor will promptly disclose to Acquiror in
writing any information of which it has actual knowledge (a) concerning any
event that would render any representation or warranty of any of them untrue if
made as to the date of such event, (b) which renders any information set forth
in the Agreement no longer correct in all material respects, or (c) which
arises after the date hereof and which would have been

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required to be included in the Agreement if such information had existed on the
date hereof.

Each of the representations, warranties and covenants contained in
this Article III and its various subparagraphs are intended for the benefit of
the Acquiror and may be waived in whole or in part, by the Acquiror, but only
by an instrument in writing signed by the Acquiror. Each of said
representations, warranties and covenants shall survive the closing of the
transaction contemplated hereby, for the period specified in Section 10.10 and
no investigation, audit, inspection, review or the like conducted by or on
behalf of the Acquiror shall be deemed to terminate the effect of any such
representations, warranties and covenants, it being understood that the
Acquiror has the right to rely thereon and that each such representation,
warranty and covenant constitutes a material inducement to the Acquiror to
execute this Agreement and to close the transaction contemplated hereby and to
pay the Contribution Consideration to the Contributor. Provided however, that
if, no later than three (3) business days prior to the expiration of the Study
Period, Contributor advises Acquiror in writing of any information which
modifies in whole or in part any representation, warranty or covenant made by
Contributor herein and Acquiror does not thereafter elect to terminate this
Agreement pursuant to Section 2.3(b) then in such event such representation,
warranty or covenant of Contributor shall be deemed modified for all purposes
to the extent of such written information as if modified as of the execution of
this Agreement.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ACQUIROR AND REIT

To induce the Contributor to enter into this Agreement and to
contribute the Property, the Acquiror, and the REIT jointly and severally
hereby make the following representations, warranties and covenants, upon each
of which Innkeepers acknowledges and agrees that the Contributor is entitled to
rely and has relied:

4.1 Organization and Power. (a) The Acquiror is a limited
partnership duly organized, validly existing and in good standing under the
laws of the Commonwealth of Virginia, and has all partnership powers and all
governmental licenses, authorizations, consents and approvals to carry on its
business as now conducted and to enter into and perform its obligations under
this Agreement

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and any document or instrument required to be executed and delivered on behalf
of the Acquiror hereunder.

(b) The REIT is a Maryland real estate investment trust,
duly organized, validly existing and in good standing under the laws of the
State of Maryland, and has all trust powers and all material governmental
licenses, authorizations, consents and approvals to carry on its business as
now conducted and to enter into and perform its obligations under this
Agreement and any document or instrument required to be executed and delivered
on behalf of the REIT hereunder.

4.2 Authorization and Execution. This Agreement constitutes the
valid and binding obligation of each of the Innkeepers, enforceable against
each of them in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws and
equitable principles affecting creditors' rights generally. The execution,
delivery, and performance of this Agreement, the Closing Documents, and the
transactions contemplated by all such agreements have been duly authorized by
the respective boards of trustees/directors of the REIT and the general partner
of the Acquiror.

4.3 Noncontravention. (a) The execution and delivery of this
Agreement and the performance by the Acquiror of its obligations hereunder do
not and will not contravene, or constitute a default under, any provisions of
applicable law or regulation, the Acquiror's Partnership Agreement or any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Acquiror or result in the creation of any lien or other encumbrance on any
asset of the Acquiror. The Acquiror is not in violation of its Partnership
Agreement or in default with respect to any material agreements.

(b) The execution and delivery of this Agreement and the
performance by the REIT of its obligations hereunder do not and will not
contravene, or constitute a default under, any provisions of applicable law or
regulation, the REIT's declaration of trust or any agreement, judgment,
injunction, order, decree or other instrument binding upon the REIT or result
in the creation of any lien or other encumbrance on any asset of the REIT. The
REIT is not in violation of its declaration of trust or in default with respect
to any material agreements.

4.4 Compliance with Existing Laws. Innkeepers Property Owning
Partnerships and Innkeepers Lessees possess all

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Authorizations, each of which is valid and in full force and effect, and no
provision, condition or limitation of any of the Authorizations has been
breached or violated in any material respect. Innkeepers Property Owning
Partnerships and Innkeepers Lessees have not misrepresented or failed to
disclose any material relevant fact in obtaining all Authorizations, and have
no knowledge of any change in the circumstances under which those
Authorizations were obtained that result in their termination, suspension,
modification or limitation. Innkeepers Property Owning Partnership and
Innkeepers Lessees have no knowledge of any existing or threatened material
violation of any provision of any applicable building, zoning, subdivision,
environmental or other governmental ordinance, resolution, statute, rule, order
or regulation, including but not limited to those of environmental agencies or
insurance boards of underwriters, with respect to the ownership, operation,
use, maintenance or condition of Innkeepers Hotel Properties or any part
thereof, or requiring any repairs or alterations other than those that have
been made prior to the date hereof.

4.5 Litigation. There is no action, suit or proceeding, pending
or known to be threatened, against or affecting REIT, Innkeepers Property
Owning Partnerships or Innkeepers Lessees in any court or before any arbitrator
or before any governmental agency which (a) in any manner raises any question
affecting the validity or enforceability of this Agreement or any other
material agreement or instrument to which Innkeepers is a party or by which it
is bound and that is to be used in connection with, or is contemplated by, this
Agreement, (b) could materially and adversely affect the business, financial
position or results of operations of the REIT, Innkeepers Property Owning
Partnerships or Innkeepers Lessees, (c) could materially and adversely affect
the ability of any of them to perform its respective obligations hereunder, or
under any document to be delivered pursuant hereto, (d) could create a lien on
any of their assets, any part thereof or any interest therein, or (e) could
otherwise materially adversely affect any of their assets, any part thereof or
any interest therein or the use, operation, condition or occupancy thereof.

4.6 Labor Disputes and Agreements. None of REIT, Innkeepers
Property Owning Partnership or Innkeepers Lessee has any labor disputes pending
or to Acquiror's Knowledge threatened as to the operation or maintenance of the
Innkeepers Hotel Properties. None of REIT, Innkeepers Property Owning
Partnership or Innkeepers Lessee is a party to any union or other collective
bargaining

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agreement with employees employed in connection with the ownership, operation
or maintenance of the Innkeepers Hotel Properties.

4.7 Financial Statements. The REIT or Innkeepers Lessee has
previously provided Contributor with the Innkeepers Financial Statements and JF
Hotel Financial Statements, all of which are true and complete in all material
respects and have been prepared in accordance with GAAP consistently followed
throughout the periods indicated, subject in the case of interim financial
statements, to normal recurring year-end adjustments (the effect of which will
not, individually or in the aggregate, be materially adverse) and the absence
of notes (which if presented would not differ materially from those included in
the most recent year-end financial statements).

As soon as practicable between the date hereof and the Closing Date,
the Acquiror and the REIT will deliver to Contributor copies of all monthly
operating and other financial statements of each from and after June 30, 1996,
and of all reports delivered to Nomura Asset Capital Corporation. There have
been, and prior to the Closing Date there will be, no material changes in the
financial condition of the REIT, or Acquiror other than changes made in the
usual and ordinary conduct of the businesses of the REIT, and Acquiror, none of
which has been or will be materially adverse and all of which have been or will
be recorded in their respective books of account.

4.8 Title to Properties. The Innkeepers Property Owning
Partnerships have title insurance policies insuring their fee simple title or
leasehold interest, as the case may be, to all lands and buildings described in
the REIT's 1995 Form 10-K and 1996 Annual Report to Shareholders, or otherwise
disclosed in its most recent Financial Statements as being owned by it.

4.9 Zoning. The current use and occupancy of the Innkeepers
Hotel Properties for hotel and restaurant purposes are permitted as a matter of
right as a principal use under all laws applicable thereto without the
necessity of any special use permit, special exception or other special permit,
permission or consent.

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Property Owning Partnerships shall pay all premiums on, and shall not cancel or
voluntarily allow to expire, any of the Innkeepers Property Owning
Partnerships' insurance policies unless such policy is replaced, without any
lapse of coverage, by another policy or policies providing coverage at least as
extensive as the policy or policies being replaced.

4.11 Personal Property. An Innkeepers Property Owning Partnership
or an Innkeepers Lessee have good and marketable title to all of the machinery,
equipment, materials, supplies, and other property of every kind, tangible or
intangible, contained in its offices and other facilities and shown as assets
in its records and books of account, free and clear of all liens, encumbrances,
and charges.

4.12 Bankruptcy. No Act of Bankruptcy has occurred with respect to
Innkeepers.

4.13 Brokerage Commission. Innkeepers have not engaged the
services of, nor are any of them or will any of them become liable to, any real
estate agent, broker, finder or any other person or entity for any brokerage or
finder's fee, commission or other amount with respect to the transaction
described herein. The Acquiror shall pay any such fee, commission or other
amount if it becomes due prior to, at, or after Closing and shall indemnify and
hold Contributor harmless for any such fee, commission or other amount.

4.14 Hazardous Substances. Innkeepers and Innkeepers Lessee have
no knowledge: (a) of the presence of any Hazardous Substances on their
properties, or any portion thereof, or, (b) of any spills, releases,
discharges, or disposal of Hazardous Substances that have occurred or are
presently occurring on or onto their properties, or any portion thereof, or (c)
of the presence of any PCB transformers serving, or stored on, their
properties, or any portion thereof, and Innkeepers have no knowledge of any
failure to comply with any applicable local, state and federal environmental
laws, regulations, ordinances and administrative and judicial orders relating
to the generation, recycling, reuse, sale, storage, handling, transport and
disposal of any Hazardous Substances.

4.15 Capitalization. (a) The REIT is authorized to issue
100,000,000 voting common shares, par value $0.01 per share, of which
10,821,168 shares are validly issued and outstanding, and 20,000,000 preferred
shares, par value $0.01 per share, of which none are validly issued and
outstanding.

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<PAGE> 40

(b) Before the issuance of Preferred Partnership Units to
a DeBoer Affiliated Partnership on the First Closing, there was only one class
of partnership units of Acquiror outstanding, Common Partnership Units, of
which a total of 11,568,687 are presently issued and outstanding. The general
partner of Acquiror is Innkeepers Financial Corporation, a Virginia
corporation, which owns ninety three and one-half percent (93.5%) of the Common
Partnership Units.

(c) Except as contemplated by this Agreement, Acquiror
will not issue or agree to issue any additional units prior to Closing.

4.16 Organizational Documents. True and correct copies of the
current declaration of trust and bylaws of the REIT and the certificate of
limited partnership of the Acquiror, with all amendments thereto, are set forth
as Item 5 of the Master Addendum.

4.17 Options, Warrants, and Other Rights. Neither the REIT, nor
the Acquiror has outstanding any options, warrants, or rights of any kind
requiring it to sell or issue to anyone any capital stock or equity interest of
any class and neither of them has agreed to issue or sell any additional equity
interests except, with respect to Acquiror, the agreements with the DeBoer
Affiliated Partnerships and an unexecuted agreement between the Acquiror and
Marriott International, Inc. to acquire a Residence Inn by Marriott, in
Portland, Maine (which agreement Acquiror contemplates will be executed prior
to Closing) and the Partnership Agreement and except, with respect to the REIT,
as described in its 1995 Form 10-K filed with the SEC, or any Form 10-Qs filed
in the period after the filing of the 1995 10-K and the date of this Agreement.

4.18 Taxes. (a) Innkeepers and Innkeepers Lessee have filed all
tax returns on IRS Form 1120-REIT and applicable state tax forms required to be
filed with the United States Government and with all states and political
subdivisions thereof where any such returns are required to be filed and where
the failure to file such return or report would subject any of them to any
material liability or penalty. All taxes imposed by the United States, or by
any foreign country, or by any state, municipality, subdivision, or
instrumentality of the United States or of any foreign country, or by any other
taxing authority, which are due and payable by any of them have been paid in
full or adequately provided for by reserves shown in their records and books of
account and in the Financial Statements or JF Hotel Financial Statements.
Innkeepers and Innkeepers Lessees have not obtained or received any extension

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of time for the assessment of deficiencies for any years. To Acquiror's
Knowledge, no unassessed tax deficiency is proposed or threatened against any
of them.

(b) The REIT is properly taxed as a real estate
investment trust and no act or event has occurred which may adversely affect
its tax classification as a REIT.

4.19 No Misrepresentations. Neither this Agreement, the
Innkeepers Financial Statements, JF Hotel Financial Statements, nor any of the
SEC filings, contains or will contain any misstatement of a material fact or
omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading.

4.20 Leases. The leases of the Innkeepers Hotel Properties to
Innkeepers Lessees are in full force and effect, valid and enforceable in
accordance with their terms except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or other similar laws and equitable
principles affecting creditors' rights generally, and are not in default. No
event or occurrence exists which with notice or the passage of time, or both,
would constitute an event of default thereunder. The leases will not adversely
affect the tax qualification of the REIT as a real estate investment trust for
federal income tax purposes.

4.21 Common Shares and Redemption Shares. (a) All of the issued
and outstanding shares of the REIT have been duly authorized, validly issued,
and are fully paid and non-assessable, with no preemptive rights.

(b) All of the Redemption Shares, when issued pursuant to
the Acquiror's Second Amended Partnership Agreement, will be duly authorized,
validly issued, fully paid, and non-assessable.

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contribution (to the extent that the aggregate negative capital account balance
(as determined in accordance with Section 1.704-(1)(b)(2)(iv) of the Treasury
Regulations) for which tax deferral is sought does not exceed the aggregate
amount of debt that is guaranteed pursuant to the Guaranty Agreement).

4.23 Updating of Representations and Warranties. Between the date
hereof and the Closing Date, Innkeepers will promptly disclose to Contributor
in writing any information of which any of them has actual knowledge (a)
concerning any event that would render any representation or warranty of any of
them untrue if made as to the date of such event, (b) which renders any
information set forth in the Agreement no longer correct in all material
respects, or (c) which arises after the date hereof and which would have been
required to be included in the Agreement if such information had existed on the
date hereof.

Each of the representations, warranties and covenants contained in
this Article IV and its various subparagraphs are intended for the benefit of
the Contributor and may be waived in whole or in part, by the Contributor, but
only by an instrument in writing signed by the Contributor. Each of said
representations, warranties and covenants shall survive the closing of the
transaction contemplated hereby, for the period specified in Section 10.10 and
no investigation, audit, inspection, review or the like conducted by or on
behalf of the Contributor shall be deemed to terminate the effect of any such
representations, warranties and covenants, it being understood that the
Contributor has the right to rely thereon and that each such representation,
warranty and covenant constitutes a material inducement to the Contributor to
execute this Agreement and to transfer the Property to the Acquiror. Provided
however, that if, no later than three (3) business days prior to the expiration
of the Contributor's Study Period, Acquiror advises Contributor in writing of
any information which modifies in whole or in part any representation, warranty
or covenant made by Acquiror herein then in such event such representation,
warranty or covenant of Acquiror shall be deemed modified for all purposes to
the extent of such written information as if modified as of the execution of
this Agreement.

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ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS

5.1 Acquiror's Obligations. The Acquiror's obligations hereunder
are subject to the satisfaction of each of the following conditions precedent
and the compliance by the Contributor with each of the following covenants,
each of which may be waived by the Acquiror, in its sole discretion:

(a) Contributor's Deliveries. The Contributor shall have
delivered to the Escrow Agent, the Acquiror, or Acquiror's designee, as the
case may be, on or before the Closing Date, all of the documents and other
information required of Contributor pursuant to Section 6.2.

(b) Representations, Warranties and Covenants;
Obligations of Contributor; Certificate. All of the Contributor's
representations and warranties made in this Agreement shall be true and correct
as of the date hereof and as of the Closing Date as if then made, there shall
have occurred no material adverse change in the financial condition of the
Property since the date hereof, the Contributor shall have performed all of its
covenants and other obligations under this Agreement and the Contributor shall
have executed and delivered to the Acquiror at Closing a certificate to the
foregoing effect.

(c) Title Insurance. Good and marketable fee simple title
to the Real Property shall be insurable as such by the Title Company at or
below its regularly scheduled rates subject only to Permitted Title Exceptions
and the Mortgage.

(d) Survey. The Acquiror shall have obtained a current
survey of the Land delineating the boundary lines of the Land, the location of
the Improvements, all rights of way and easements thereon and contiguous public
roads and otherwise acceptable to the Acquiror. The Survey shall be prepared
for the benefit of, and shall be certified to, the Acquiror, the Title Company,
Nomura Asset Capital Corporation, and any other lender or underwriter.
Furthermore, the Survey shall be adequate for the Title Company to delete any
exception for general survey matters in the Owner's Title Policy.

(e) Condition of Improvements. The Improvements and the
Tangible Personal Property (including but not limited to the mechanical
systems, plumbing, electrical, wiring, appliances,

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fixtures, heating, air conditioning and ventilating equipment, elevators,
boilers, equipment, roofs, structural members and furnaces) shall be in
substantially the same condition at Closing as they are at the end of the Study
Period, reasonable wear and tear excepted, and taking into account the
Contributor's obligation to make only (i) the capital expenditures set forth on
Exhibit F and (ii) Emergency Expenditures. Prior to Closing, the Contributor
shall not have diminished the quality or quantity of maintenance and upkeep
services heretofore provided to the Real Property and the Tangible Personal
Property and the Contributor shall not have diminished the Inventory. Between
the end of the Study Period and Closing, the Contributor shall not have removed
or caused or permitted to be removed any part or portion of the Real Property
or the Tangible Personal Property unless the same is replaced, prior to
Closing, with similar items of at least equal quality and acceptable to the
Acquiror.

(f) Utilities. All of the Utilities shall be installed in
and operating at the Property, and service shall be available for the removal
of garbage and other waste from the Property. Between the date hereof and the
date of Closing, the Contributor shall have received no notice of any
extraordinary increase or proposed increase in the rates charged for the
Utilities from the rates in effect as of the date hereof.

(g) Land Use. The current use and occupancy of the
Property for hotel purposes are permitted as a matter of right as a principal
use under all laws applicable thereto without the necessity of any special use
permit, special exception or other special permit, permission or consent.

(h) Hotel Franchise. Acquiror or its designee shall have
received a franchise with respect to the Hotel from the Franchisor for a
minimum term of ten (10) years from the date hereof, all upon terms and
conditions reasonably acceptable to Acquiror. Acquiror will use its best
efforts to obtain such approval and shall pay all costs and expenses associated
therewith. From the date hereof to and including the Closing Date, Contributor
shall comply with and perform all of the duties and obligations of licensee
under the Franchise.

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and Acquiror shall pay all costs and expenses associated therewith. From the
date hereof to and including the Closing Date, Contributor shall comply with
and perform all of its duties and obligations under the Marriott Management
Agreement.

(j) Simultaneous Closing. Except to the extent (i) any of
the Other Contribution Agreements have been terminated pursuant to Sections
2.3(b) or (f) therein, or (ii) the Closing Date has been extended pursuant to
Section 2.3(b) hereof, or (iii) the Closing date under any Other Contribution
Agreements have been extended pursuant to Section 2.3(b) thereof, Contributor
shall simultaneously close on the acquisition of each of the seven hotel
properties owned by the DeBoer Affiliated Partnerships under the Other
Contribution Agreements.

(k) Acquiror's Financing. Acquiror shall have obtained
debt or equity financing on terms and conditions acceptable to Acquiror.

5.2 Contributor's Obligations. The Contributor's obligations
hereunder are subject to the satisfaction of each of the following conditions
precedent and the compliance by the Acquiror with each of the following
covenants, each of which may be waived by the Contributor in its sole
discretion:

(a) Innkeepers Deliveries. Innkeepers shall have
delivered to the Escrow Agent, the Contributor, or Contributor's designee, as
the case may be, on or before the date of Closing, all of the documents and
other information required of Innkeepers pursuant to Section 6.3.

(b) Representations, Warranties and Covenants;
Obligations of Innkeepers; Certificate. All of the Innkeepers representations
and warranties made in this Agreement shall be true and correct as of the date
hereof and as of the date of Closing as if then made, there shall have occurred
no material adverse change in the financial condition of Innkeepers since the
date hereof, Innkeepers shall have performed all of its covenants and other
obligations under this Agreement and Innkeepers shall have executed and
delivered to the Contributor at Closing a certificate to the foregoing effect.

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Acquiror. Acquiror shall use its best efforts to obtain such approval and shall
pay all costs and expenses associated therewith.

(d) Management Agreement. (i) Acquiror or its designee
shall have entered into a new management agreement or shall have received an
assignment of the existing Marriott Management Agreement in form reasonably
acceptable to Acquiror. Acquiror will use its best efforts to obtain such new
agreement or assignment, and Acquiror shall pay all costs and expenses
associated therewith.

(ii) Contributor shall have been released from any
obligations to the Manager under the Marriott Management Agreement except for a
final accounting and settlement.

(e) New Board Member. Jack P. DeBoer shall have been
appointed to the Board of Trustees of the REIT as a trustee, to be effective on
the Closing Date.

(f) Simultaneous Closing. Except to the extent (i) any of
the Other Contribution Agreements have been terminated pursuant to Sections
2.3(b) or (f) therein, or (ii) the Closing Date has been extended pursuant to
Section 2.3(b) hereof, or (iii) the Closing date under any Other Contribution
Agreements have been extended pursuant to Section 2.3(b) thereof, Acquiror
shall simultaneously close on the acquisition of each of the seven hotel
properties owned by the DeBoer Affiliated Partnerships under the Other
Contribution Agreements.

(g) Franchise. Contributor shall have been relieved from
any obligations under the Franchise except for a final accounting of the
current year's royalty payments, which, if Acquiror or Lessee assumes the
Franchise, shall be prorated as of the Closing Date.

(h) Acquiror's Debt. Acquiror shall have in place debt
with an initial aggregate principal balance equal to the amount of Acquiror
debt guaranteed by William J. Hamrick plus the lesser of: (A) $45,000,000 and
(B) the aggregate negative capital account balances of the DeBoer Affiliated
Partnerships from which Acquiror acquires Residence Inn Hotels pursuant to this
Agreement or the Other Contribution Agreements. The amount of such debt may be
reduced as provided in Section 7.2.

(i) SEC Filings. Innkeepers shall have timely filed and
shall have provided Contributor with all SEC filings made by Innkeepers after
June 30, 1996.

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ARTICLE VI
CLOSING

6.1 Closing. Closing shall be held at 10:00 a.m. at the
Washington, D.C. offices of Hunton & Williams, 1900 K Street, N.W., Washington,
D.C., on November 1, 1996 at 10:00 a.m. or such later time as the parties shall
mutually agree, provided that Acquiror may automatically extend the Closing for
up to twenty eight (28) additional days in order to complete an audit of the
Contributor's books and records and to complete the conditions to Closing. In
that event, Closing shall be held at the location set forth in the preceding
sentence as soon as practicable. Closing may occur before November 1, 1996, at
Acquiror's election, upon three (3) business days' notice from Acquiror to
Contributor. Possession of the Property shall be delivered to the Acquiror at
Closing, subject only to Permitted Title Exceptions and the Mortgage; provided,
however, that if the Closing occurs on November 4 or 5, which are the first two
business days following the Marriott accounting period ending date of November
1, the Closing shall be effective on the first day following the Marriott
accounting period closing date, November 1, 1996, at 12:01 a.m.

6.2 Contributor's Deliveries. At Closing, the Contributor shall
deliver to Acquiror all of the following instruments, each of which shall have
been duly executed and, where applicable, acknowledged on behalf of the
Contributor and shall be dated as of the date of Closing:

(a) The certificate required by Section 5.1(b).

(b) The Deed.

(d) The Bill of Sale [Personal Property].

(e) The Assignment and Assumption Agreement.

(f) Any and all other documentation reasonably requested
by the Acquiror, and at the expense of the Acquiror, or required hereby.

(g) Certificate(s)/Registration of Title for any vehicle
owned by the Contributor and used in connection with the Property.

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(h) Such agreements, affidavits or other documents as may
be required by the Title Company to issue the Owner's Title Policy.

(i) The FIRPTA Certificate.

(j) True, correct and complete copies of all warranties,
if any, of manufacturers, suppliers and installers possessed by the Contributor
and relating to the Improvements and the Personal Property, or any part
thereof.

(k) Certified copies of the Contributor's Organizational
Documents.

(l) Recordable releases of all documents which Marriott
International, Inc., or the Manager have filed relating to the franchise or
otherwise.

(m) Appropriate consents of the partners of the
Contributor, where required, together with all other necessary approvals and
consents of the Contributor, authorizing the execution on behalf of the
Contributor of this Agreement and the documents to be executed and delivered by
the Contributor prior to, at or otherwise in connection with Closing, and the
performance by the Contributor of its obligations hereunder and under such
documents.

(n) A legal opinion from the Contributor's counsel in a
form satisfactory to Acquiror's counsel stating that this Agreement (i) has
been duly authorized by all necessary action on the part of the Contributor,
(ii) has been duly executed and delivered by the Contributor, (iii) constitutes
the valid and binding agreements of the Contributor, and (iv) is enforceable in
accordance with its respective terms.

(o) If required by Acquiror's lender, a valid, final and
unconditional certificate of occupancy for the Real Property and Improvements,
issued by the appropriate governmental authority.

(p) If the Acquiror is assuming the Contributor's
obligations under any or all of the Operating Agreements, the originals of such
agreements, duly assigned to the Acquiror and with such assignment acknowledged
and approved by the other parties to such Operating Agreements.

(q) The written consent of the Franchisor to the transfer
of the license, if applicable, and if so required.

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(r) A written instrument executed by the Contributor,
conveying and transferring to the Acquiror all of the Contributor's right,
title and interest in any telephone numbers and facsimile numbers relating to
the Property, and, if the Contributor maintains a post office box, conveying to
the Acquiror all of its interest in and to such post office box and the number
associated therewith, so as to assure a continuity in operation and
communication.

(s) All current real estate and personal property tax
bills in the Contributor's possession or under its control.

(t) To the extent permitted under applicable law,
documents of transfer necessary to transfer to the Acquiror the Contributor's
employment rating for workmen's compensation and state unemployment tax
purposes.

(u) A letter signed by Contributor authorizing and
directing Marriott and the Manager to provide to Acquiror the following
materials:

(i) An affidavit from the Manager's chief
financial officer setting forth the date through which each employee of Manager
has been paid and setting forth and describing, as to each employee, all
accrued but unpaid vacation pay and other fringe benefits.

(ii) A complete set of all guest registration
cards, guest transcripts, guest histories, and all other available guest
information.

(iii) An updated schedule of Manager's employees,
showing salaries and duties with a statement of the length of service of each
such employee, brought current to a date not more than 48 hours prior to the
Closing.

(iv) A complete list of all advance room
reservations, functions and the like, in reasonable detail so as to enable the
Acquiror to honor the Contributor's or Manager's commitments in that regard.

(v) A list of the Contributor's outstanding
accounts receivable as of midnight on the date prior to the Closing, specifying
the name of each account and the amount due the Contributor.

(vi) All keys for the Property.

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(vii) All books, records, operating reports,
appraisal reports, files and other materials in the Contributor's possession or
control which are necessary in the Acquiror's discretion to maintain continuity
of operation of the Property.

(viii) Written notice executed by Contributor
notifying all interested parties, including all tenants under any leases of the
Property, that the Property has been conveyed to the Acquiror and directing
that all payments, inquiries and the like be forwarded to the Acquiror at the
address to be provided by the Acquiror.

(ix) Either (i) a receipt from the Executive
Director of the Colorado Department of Revenue showing that all sales and use
taxes, interest, and penalties due as of the Closing Date have been paid by the
Contributor or (ii) a certificate from the Department of Revenue that no such
taxes, interest, or penalties are due from the Contributor as of the Closing
Date. In the event the Contributor does not produce such receipt or certificate
at Closing, this covenant shall survive the Closing to the end of the
limitations period for audits relating to such taxes, interest or penalties. If
Acquiror receives notice relating to such taxes, interest or penalties that
Acquiror is or may be liable for such taxes, interest or penalties, Acquiror
shall notify Contributor and Marriott of such notice, and request Contributor
and/or Marriott to pay such taxes, interest or penalties for any period for
which they were obligated to pay. If Contributor or Marriott refuses or fails
to pay such taxes, interest or penalties within sixty (60) days of such notice,
Acquiror agrees to finance Contributor's payment of those items in the manner
for capital expenditure reserves set forth in Section 2.7.

(x) An agreement between Acquiror and Jack P.
DeBoer limiting his right, only to the extent set forth therein, to engage in
certain competitive activities with the Acquiror.

6.3 Acquiror's Deliveries. At Closing, the Acquiror shall pay or
deliver to the Contributor the following:

(a) The Contribution Consideration.

(b) The Assignment and Assumption Agreement.

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(d) The fully executed Acquiror's Second Amended
Partnership Agreement.

(e) A legal opinion from Hunton & Williams in a form
satisfactory to Contributor's counsel stating that:

(i) this Agreement, and each agreement referred to
in this Agreement which Innkeepers shall execute and deliver in connection with
the transaction contemplated by this Agreement, have been duly authorized by
all necessary action on the part of Innkeepers, have been duly executed and
delivered by the Innkeepers, constitute the valid and binding agreements of
Innkeepers and are enforceable in accordance with their respective terms;

(ii) that the Acquiror's Second Amended Partnership
Agreement has been duly adopted and is in full force and effect;

(iii) the Preferred Partnership Units are duly
authorized, and will be validly issued and outstanding when delivered in
accordance with this Agreement; and

(iv) the appointment of Jack P. DeBoer to the Board
of Trustees of Innkeepers is effective.

(f) The opinion of Hunton & Williams in the form of Item
7 of the Master Addendum that, to the extent that the Contributor receives
Preferred Partnership Units (as opposed to cash consideration pursuant to
Section 6.4 or otherwise) in connection with the transfer of the Property to
the Acquiror (i) such transfer will be characterized as a tax-free contribution
to Acquiror by Contributor under Section 721 of the Code and (ii) for
Contributor and those partners of Contributor who execute the Guaranty
Agreement, such transfer will not result in the recognition of income or gain
associated with the portion of any negative capital account balance allocable
to the Preferred Partnership Units (as opposed to cash consideration) upon
closing of the contribution (to the extent that the aggregate negative capital
account balance for which tax deferral is sought does not exceed the aggregate
amount of debt that is guaranteed pursuant to the Guaranty Agreement).

(g) A fully executed copy of the lease of the Property to
JF Hotel, Inc., or its Affiliate, substantially similar to the Innkeepers
Lease, except with respect to rent formulas and term, set forth as Item 6 of
the Master Addendum.

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(h) Any other document or instrument reasonably requested
by the Contributor, provided at the expense of Contributor, except as to items
set forth in Section 6.4, or required hereby.

6.4 Closing Costs. Whether or not the transaction contemplated
hereby closes, Acquiror agrees to pay certain costs incurred by Contributor and
Acquiror in preparation for Closing:

(a) The Acquiror shall pay for all transactional costs
associated with this transaction, of any kind or nature, including all filing
fees, recording fees, survey costs, title insurance fees, inspection fees,
environmental review fees, transfer taxes, sales taxes, mortgage taxes, escrow
fees and closing costs.

(b) Acquiror will pay all costs associated with obtaining
an audit report on the financial statements of Contributor.

(c) Acquiror will pay Contributor's costs for reasonable
legal, accounting, and tax advice incurred after June 24, 1996, in connection
with this transaction and for pre-approved due diligence and inspection costs
incurred by Contributor in inspecting the books, records, and properties of
Innkeepers and JF Hotel, Inc. (which approval will not be unreasonably
withheld), up to $160,000 for the aggregate of all of such costs for the
transactions contemplated by this Agreement and the Other Contribution
Agreements. If Acquiror elects to terminate this Agreement as permitted by
Section 2.3 or Section 9.5, Acquiror's obligation as to the foregoing costs in
this Section 6.4(c) shall terminate as to costs incurred after the effective
date of such termination. If Contributor willfully or intentionally breaches or
defaults in its obligations under this Agreement at any time prior to Closing,
Acquiror shall not be obligated to pay any of said costs and the Deposit shall
be returned immediately to Acquiror. If Contributor otherwise breaches or
defaults in its obligations under this Agreement, Acquiror will pay 50% of the
costs described in this subsection and incurred by Contributor prior to the
date of termination up to $80,000.

(d) Acquiror shall pay all capital expenditures in the
amounts set forth on Exhibit F.

6.5 Income and Expense Allocations. All income, except from any
Intangible Personal Property, and expenses with respect to the Property, and
applicable to the period of time before and after

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Closing, determined in accordance with GAAP, shall be allocated between the
Contributor and the Acquiror. The Contributor shall be entitled to all income
and responsible for all expenses accrued for the period up to but not including
the date of Closing, and the Acquiror shall be entitled to all income and
responsible for all expenses for the period of time from, after and including
the date of Closing. Only adjustments for real estate taxes shall be shown on
the settlement statements (with such supporting documentation as the parties
hereto may require being attached as exhibits to the settlement statements) and
shall increase or decrease (as the case may be) the amount payable by the
Acquiror pursuant to Section 2.4. All other such adjustments shall be made by
separate agreement between the parties and shall be payable by check or wire
directly between the parties. Without limiting the generality of the foregoing,
the following items of income and expense shall be so allocated as of Closing:

(a) Current and prepaid rents, including, without
limitation, prepaid room receipts, function receipts and other reservation
receipts.

(b) Real estate and personal property taxes.

(d) Utility charges (including but not limited to charges
for water, sewer and electricity).

(e) Wages, vacation pay, pension and welfare benefits and
other fringe benefits of all persons employed at the Property who the Acquiror
elects to employ.

(f) Value of fuel stored on the Property at the price
paid for such fuel by the Contributor, including any taxes.

(g) All prepaid reservations and contracts for rooms
confirmed by Contributor prior to the Closing Date for dates after the Closing
Date, all of which Acquiror shall honor.

(h) The Tray Ledger, which shall be equally divided
between the parties.

The Contributor shall be required to pay all sales and use taxes and
similar impositions relating to the conduct of business

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at the Property currently through the date of Closing, but excluding those
arising from the Contribution.

Acquiror shall not be obligated to collect any accounts receivable or
revenues, which Acquiror or its Affiliate has not purchased from Contributor,
accrued prior to the Closing Date for Contributor, but if Acquiror collects
same, such amounts will be promptly remitted to Contributor in the form
received.

Acquiror is assuming, pursuant to Section 2.4(b)(i), accrued but
unpaid interest on the Mortgage Note; such amount shall not be pro-rated for
income or expense purposes.

ARTICLE VII
POST CLOSING COVENANTS

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issued to any of the DeBoer Affiliated Partnerships, during the period
beginning 5 years after the First Closing and ending 10 years after the First
Closing, the Acquiror will not dispose of the Real Property in a transaction
that would result in the allocation of taxable income or gain by the Acquiror
to the Contributor or its partners under Section 704(c) of the Code. If the
Acquiror disposes of the Real Property in violation of the foregoing covenant,
and notwithstanding such prohibition, then in such event the Acquiror shall pay
to the Contributor, Contributor's partners, or its Permitted Transferees the
amount of federal and state taxes (together with any interest and penalties
thereon) of the Contributor, its partners or Permitted Transferees attributable
to such Code Section 704(c) allocation.

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7.2 Maintaining Debt Levels. The Acquiror agrees that, for a
period of 10 years following the First Closing, the Acquiror will maintain
indebtedness (above and beyond amounts guaranteed by William J. Hamrick and any
other guarantors) (the "Required Indebtedness") in an amount equal to the
lesser of: (A) $45,000,000 or (B) the aggregate negative capital account
balances of the DeBoer Affiliated Partnerships from which the Acquiror acquires
Residence Inn Hotels pursuant to this Agreement or the Other Contribution
Agreements. The indebtedness will be structured so that the Guaranteed Amount,
as that term is defined in the Guaranty Agreement, will be considered an amount
at risk for purposes of Section 465 of the Code. The Required Indebtedness
shall be further reduced to the extent that the Contributor, its Partners or
their Permitted Transferees redeem in whole or in part, their Preferred
Partnership Units in exchange for REIT shares, redeem their Preferred
Partnership Units in full for cash, or otherwise dispose of some or all of
their Preferred Partnership Units (other than by a conversion to Common
Partnership Units) or die (the Preferred Partnership Units that are so
redeemed, disposed of, or held by transferees of deceased holders are referred
to as "Stepped-Up Basis Units"). In such a case, the Required Indebtedness
shall be reduced by an amount equal to the original Required Indebtedness prior
to any reduction multiplied by a fraction equal to (i) the aggregate negative
capital account balances of the partners of Contributor listed on Exhibit C to
the Guaranty Agreement (the "Initial Negative Capital Accounts") minus the
aggregate negative capital balances associated with the Stepped-Up Basis Units
redeemed or transferred immediately prior to the reduction of the Required
Indebtedness, divided by (ii) the Initial Negative Capital Accounts. If the
Acquiror fails to maintain such level of debt, then the Acquiror shall pay to
the Contributor, its partners, or its Permitted Transferees the amount of
federal and state income taxes (together with interest and penalties) of the
Contributor, its partners, or its Permitted Transferees which are created by
the reduction in debt. To the extent at the end of the ten (10) year period
Acquiror has debt not otherwise guaranteed, Acquiror, to the extent permitted
by lender, will permit Contributor, its partners, or its Permitted Transferees
to guarantee such debt (or to enter into reimbursement agreements with the
Innkeepers Party to whom such debt is recourse, if any); provided, however,
that nothing contained herein shall prevent Acquiror from incurring, retiring,
repaying, or prepaying such debt at any time after such ten (10) year period.

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7.3 Guaranty of Debt. The Contributor and the Approved Investors
shall have the option to personally guarantee debt of the Acquiror (above and
beyond the debt guaranteed by William J. Hamrick) pursuant to the Guaranty
Agreement. The Guaranty Agreement shall provide for the executing partners and
the Contributor to guarantee an amount up to their respective negative capital
accounts at the Closing Date not to exceed an aggregate amount of $45,000,000
in principal for all DeBoer Affiliated Partnerships and all partners therein.
The Guarantors shall guarantee a maximum of $45,000,000 of Acquiror debt,
superior only to the preexisting guaranty of William J. Hamrick. Section 9 of
the Guaranty Agreement is intended to permit Acquiror and Lender to make the
modifications to the Loan Documents permitted thereby without the consent of
the Guarantors. Except as specifically permitted therein, Acquiror shall make
no other changes to the Loan Documents without first giving notice to the
Guarantors of such proposed changes and obtaining either the Guarantors' waiver
of any defenses created thereby or reaffirmation of the guaranty.

7.4 Tax Elections. Acquiror shall make an election under section
704(c) of the Code to allocate the tax items arising from the ownership of the
Property, including the items of depreciation, amortization, and gain or loss
under the "traditional method" as provided in Treasury Regulation 1.704-3(b).

7.5 Re-election of Board Member. The Board of Trustees of
Innkeepers shall renominate Jack P. DeBoer to the Board of Trustees of the REIT
and support his election by shareholders as long as he continues to own
directly or indirectly 25% of the Preferred Partnership Units received directly
or indirectly by him at Closing under the Other Contribution Agreements
(including REIT Shares into which such Preferred Shares are redeemable), (i) in
the absence of acts or failures to act (other than, without more, participation
by Mr. DeBoer and his affiliates in the hotel business) by Mr. DeBoer which the
Board unanimously decides are detrimental to the REIT and as a result of which
the Board makes a unanimous good faith determination that it cannot nominate
him or support his nomination or (ii) unless he is otherwise legally
disqualified from serving as a trustee.

7.6 Timely Filing of SEC Filings. Innkeepers will maintain its
qualification to use shelf registration statements to register Common Shares
issuable upon the redemption of Preferred Partnership Units in accordance with
the Redemption and Registration Rights Agreement.

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7.7 Book Capital Accounts. The initial book capital account of
Contributor to be reflected on the partnership books and records of Acquiror
shall be the face amount of the Preferred Partnership Units.

7.8 Release of Mortgage Note. The Acquiror shall indemnify and
hold harmless Contributor from all liability under the Mortgage Note.

7.9 Contributor's Financing. Each of the DeBoer Affiliated
Partnerships (including Contributor) (or Jack P. DeBoer, to the extent
distributed to him) shall be entitled to pledge the Preferred Partnership Units
received under this Agreement and the Other Contribution Agreements provided
that the following conditions are satisfied: (i) the principal amount of loan
secured by the pledged Preferred Partnership Units shall not be more than 60%
of the face value of such pledged Preferred Partnership Units, (ii) the
principal amount of the loan secured by the Preferred Partnership Units shall
not be more than $7,500,000, (iii) a mechanism, acceptable to both the DeBoer
Affiliated Partnerships (including Contributor) (or Mr. DeBoer, as the case may
be) and the Acquiror, shall be established that ensures that all distributions
on the pledged Preferred Partnership Units are applied first to make payments
of accrued interest and principal on the loan, and (iv) the pledgor of the
Preferred Partnership Units pledged to secure the loan shall not transfer or
redeem such units while the loan remains outstanding.

7.10 Preferred Partnership Units. The Contributor shall not
distribute or transfer the Preferred Partnership Units for at least six (6)
months and thereafter only in accordance with the terms of this Agreement or
the Acquiror's Second Amended Partnership Agreement.

ARTICLE VIII
CONDEMNATION; RISK OF LOSS

8.1 Condemnation. In the event of any actual or threatened
taking, pursuant to the power of eminent domain, of all or any portion of the
Real Property, or any proposed sale in lieu thereof, the Contributor shall give
written notice thereof to the Acquiror promptly after the Contributor learns or
receives notice thereof. If all or any part of the Real Property is, or is to
be, so condemned or sold, the Acquiror shall have the right to terminate this
Agreement pursuant to Section 9.4. If the Acquiror elects not

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to terminate this Agreement, all proceeds, awards and other payments arising
out of such condemnation or sale (actual or threatened) shall be paid or
assigned, as applicable, to the Acquiror at Closing.

8.2 Risk of Loss. The risk of any loss or damage to the Property
prior to the Closing shall remain upon the Contributor. If any such loss or
damage occurs prior to Closing, the Acquiror shall have the right to terminate
this Agreement pursuant to Section 9.4. If the Acquiror elects not to terminate
this Agreement, all insurance proceeds and rights to proceeds arising out of
such loss or damage shall be paid or assigned, as applicable, to the Acquiror
at Closing.

ARTICLE IX
LIABILITY OF ACQUIROR; INDEMNIFICATION; TERMINATION RIGHTS

9.1 Liability of Acquiror. Except for any obligation expressly
assumed or agreed to be assumed by the Acquiror hereunder, the Acquiror does
not assume any obligation of the Contributor or any liability for claims
arising out of any occurrence prior to Closing.

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Preferred Partnership Units being received by Contributor to the extent such
Preferred Partnership Units have been distributed. The liability of Contributor
under this Agreement shall be limited to the sum of the value of Preferred
Partnership Units received by Contributor under this Agreement and the
liability of each partner shall be its prorata share of such Preferred
Partnership Units to the extent received by such partner. For purposes of this
paragraph, the Preferred Partnership Units shall be deemed to have a fair
market value equal to the face value. All indemnification obligations of the
partners under this Article IX may be satisfied by payment in Preferred
Partnership Units (or Common Partnership Units or REIT Shares, if converted)
which will be deemed to have the same value on the payment date as the value of
the Preferred Partnership Units on the Closing Date.

9.3 General Indemnification by Acquiror. Subject to the
provisions of Section 10.10, the Acquiror hereby indemnifies and holds the
Contributor harmless from and against any and all claims, costs, penalties,
damages, losses, liabilities and expenses (including reasonable attorneys'
fees), net of any insurance proceeds, income tax benefits, or other benefits or
recoveries, that may at any time be incurred by the Contributor, whether before
or after Closing, as a result of any breach by the Acquiror of any of its
representations, warranties, covenants or obligations set forth herein or in
any other document delivered by the Acquiror pursuant hereto, other than the
representation set forth in Section 4.22 hereof regarding the tax consequences
of the transaction to the Contributor and its partners who execute the Guaranty
Agreement, the liabilities agreed to be assumed by the Acquiror, include the
Mortgage and accounts payable, and Post Closing Covenants of Acquiror pursuant
to Article VII, to the extent claims of the Contributor arising under such
breaches exceed in the aggregate $500,000.

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Determination (as defined below) pursuant to which the federal income tax
liability of an Indemnitee was increased has occurred with respect to such
Indemnifiable Claim or Claims; and provided, further, that the Acquiror shall
not indemnify any Indemnitee with respect to the amount of any federal income
tax liability that such Indemnitee would have incurred irrespective of any
breach by the Acquiror of the representation set forth in Section 4.22.

For purposes of this Section, the term "Final Determination"
means (i) a final decision, judgment, decree or other order by any court of
competent jurisdiction, (ii) any settlement agreement entered into in
connection with any administrative or judicial proceeding, including, but not
limited to, a closing agreement entered into under Section 7121 of the Code, or
an IRS Form 870-AD, or (iii) notice from the Acquiror to the Contributor that
any proposed adjustment or disallowance by the IRS will not be contested or
protested.

(b) Audit Notice. The Contributor shall notify the
Acquiror within thirty (30) days after it receives notice thereof if the IRS
(i) proposes to audit the 1996 tax return of the Contributor or any Indemnitee
or (ii) proposes any adjustments to a tax return of the Contributor or any
Indemnitee.

(c) Control of Proceedings. In the case of any audit or
administrative or judicial proceeding involving an issue which would, upon a
Final Determination, result in an indemnification obligation of the Acquiror
under Section 9.4(a), the Acquiror or its Affiliate shall have the right to
control such audit or proceeding at the Acquiror's (or its Affiliate's) cost.
If the Acquiror opts to control any such audit or proceeding, the Acquiror
shall notify the relevant Partner or Partners (each, an "Interested Party")
promptly and periodically as to the status and material developments of such
audit or proceeding, provide the Interested Parties with copies of all reports,
notices and correspondence relating to such matters, and convey to the IRS all
procedural requests made by the Interested Parties, unless any such request
relates to the issue of the tax consequences of the transaction contemplated by
this Agreement and is reasonably objectionable to the Acquiror's tax counsel.
The Acquiror shall not enter into a settlement agreement relating to any issue
not related to the tax consequences of the transaction contemplated by this
Agreement which results in the imposition of any additional tax, interest or
penalties on the Interested Parties unless (i) Acquiror obtains the consent of
the Interested Parties or (ii) Acquiror pays the cost of such Settlement
(including any future years' taxes resulting from

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such change). Each Interested Party and its counsel shall have the right, at
its sole cost and expense, to be present at in all meetings with the IRS
relating to any audit or proceeding described in this Section 9.4(c).
Notwithstanding the foregoing, nothing in this Section 9.4(c) shall require the
Acquiror to defend any audit of or proceeding against the Contributor or any
Partner.

(d) Costs. If any audit or proceeding described in
Section 9.4(c) results in a Final Determination which is favorable to the
Interested Party or Parties, the Contributor, or to the extent the Contributor
has distributed the Preferred Partnership Units to the Interested Parties, the
Interested Parties, shall reimburse the Acquiror for the reasonable costs and
expenses (including reasonable legal and accounting fees but excluding any
taxes, interest or penalties paid by the Acquiror) the Acquiror incurred in
connection with the audit or proceeding on behalf of the Interested Parties.

9.5 Termination by Acquiror. If any condition set forth herein
or in any of the Contribution Agreements being simultaneously executed for the
acquisition of the DeBoer Affiliated Partnership hotel properties cannot or
will not be satisfied prior to Closing, or upon the occurrence of any other
event that would entitle the Acquiror to terminate this Agreement and its
obligations hereunder, and the Contributor fails to cure any such matter within
ten (10) business days after notice thereof from the Acquiror, the Acquiror, at
its option, may elect either (a) to terminate this Agreement, in which event
the Deposit shall be forthwith returned to the Acquiror and all other rights
and obligations of the Contributor and the Acquiror hereunder shall terminate
immediately, or (b) to waive its right to terminate and, instead, to proceed to
Closing. Notwithstanding any termination hereof, the parties shall nevertheless
remain liable under Sections 3.20 and 4.13. If the Acquiror terminates this
Agreement as a consequence of a knowing or wilful misrepresentation or breach
of a warranty or covenant by the Contributor, or a wilful failure by the
Contributor to perform its obligations hereunder, the Acquiror shall retain all
remedies accruing as a result thereof. If the Acquiror terminates this
Agreement because of the unwillingness or inability of the Contributor to cure
a title defect, the Contributor will have no liability to the Acquiror
hereunder beyond the return of the Deposit, less expenses set forth on Exhibit
6.4(c).

9.6 Termination by Contributor. If, prior to Closing, the
Acquiror defaults in performing any of its obligations under this

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Agreement (including its obligation to acquire the Property), or any of its
obligations under the Other Contribution Agreements, and the Acquiror fails to
cure any such default within ten (10) business days after notice thereof from
the Contributor, then the Contributor's sole remedy for such default shall be
to terminate this Agreement, retain the Deposit and receive reimbursement of
its expenses as discussed in Section 6.4(c). The Contributor and the Acquiror
agree that, in the event of such a default, the damages that the Contributor
would sustain as a result thereof would be difficult if not impossible to
ascertain. Therefore, the Contributor and the Acquiror agree that the
Contributor shall retain the Deposit as full and complete liquidated damages
and as the Contributor's sole remedy.

ARTICLE X
MISCELLANEOUS PROVISIONS

10.1 Completeness; Modification. This Agreement constitutes the
entire agreement between the parties hereto with respect to the transactions
contemplated hereby and supersedes all prior discussions, understandings,
agreements and negotiations between the parties hereto. This Agreement may be
modified only by a written instrument duly executed by the parties hereto.

10.2 Taking Title. The Acquiror may designate an Affiliate which
is a partnership in which Acquiror owns at least 95% of the partnership
interests to take title to the Property, without the consent of the
Contributor. The Acquiror may not assign its rights hereunder without the prior
written consent of the Contributor. The Contributor may not assign its rights
hereunder without the prior written consent of the Acquiror.

10.3 Successors and Assigns. This Agreement shall bind and inure
to the benefit of the parties hereto and their respective successors and
assigns.

10.4 Days. If any action is required to be performed, or if any
notice, consent or other communication is given, on a day that is a Saturday or
Sunday or a legal holiday in the jurisdiction in which the action is required
to be performed or in which is located the intended recipient of such notice,
consent or other communication, such performance shall be deemed to be
required, and such notice, consent or other communication shall be deemed to be
given, on the first business day following such Saturday, Sunday or legal
holiday. Unless otherwise specified herein, all references

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herein to a "day" or "days" shall refer to calendar days and not business days.

10.5 Governing Law. This Agreement and all documents referred to
herein shall be governed by and construed and interpreted in accordance with
the laws of the State of Kansas, except those provisions relating to the Real
Property, which shall be governed by the laws of the state where the Real
Property is located, and except the Acquiror's Second Amended Partnership
Agreement, which shall be governed by the laws of Virginia.

10.6 Counterparts. To facilitate execution, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties hereto appear on each counterpart
hereof. All counterparts hereof shall collectively constitute a single
agreement.

10.7 Severability. If any term, covenant or condition of this
Agreement, or the application thereof to any person or circumstance, shall to
any extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, covenant or condition to other persons or
circumstances, shall not be affected thereby, and each term, covenant or
condition of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.

10.8 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered by hand,
transmitted by facsimile transmission, sent prepaid by Federal Express (or a
comparable overnight delivery service) or sent by the United States mail,
certified, postage prepaid, return receipt requested, at the addresses and with
such copies as designated below. Any notice, request, demand or other
communication delivered or sent in the manner aforesaid shall be deemed given
or made (as the case may be) when actually delivered to the intended recipient.

If to the Contributor: CONSOLIDATED HOLDINGS, INC.
Lakepoint Office Park
9342 East Central
Wichita, KS 67206
Attn: Mr. Greg Kossover
Fax: 316/634-0677

59
<PAGE> 65
with a copy to: Foulston & Siefkin, L.L.P.
700 Fourth Financial Center
100 N. Broadway
Wichita, KS 67202
Attn: Harvey R. Sorensen, Esq.
Fax: 316/267-6345

If to the Acquiror: INNKEEPERS USA LIMITED PARTNERSHIP
306 Royal Poinciana Way
Palm Beach, FL 33480
Attn: Mr. Jeffrey H. Fisher
Fax: 407/835-0457

with a copy to: Hunton & Williams
1900 K Street
Suite 1200
Washington, DC 20006
Attn: John M. Ratino, Esq.
Fax: 202/778-2201

or to such other address as the intended recipient may have specified in a
notice to the other party. Any party hereto may change its address or designate
different or other persons or entities to receive copies by notifying the other
party and the Escrow Agent in a manner described in this Section.

10.9 Incorporation by Reference. All of the exhibits attached
hereto are by this reference incorporated herein and made a part hereof.

10.10 Survival. (a) The representations, warranties, and covenants
of Contributor contained in this Agreement shall survive the Closing only to
the limited extent provided herein:

(i) Representations, warranties, and covenants as
to the title to the Real Property shall be merged with the Deed and shall not
survive delivery of the Deed.

(ii) All other representations, warranties, and
covenants, except those related to the tax opinion in Section 3.31, shall
survive until six (6) months after the Closing Date.

(iii) The representations, warranties, and
covenants related to the tax opinion in Section 3.31 shall survive the Closing
and continue until all applicable statutes of

60
<PAGE> 66
limitations for state and federal income taxes (including extensions and
waivers thereof) have elapsed.

(iv) All post-Closing covenants shall survive until
they expire by their terms.

(v) Any pre-condition to Closing shall be deemed
satisfied and waived if Closing occurs unless the parties otherwise agree in
writing.

(b) The representations, warranties, and covenants of
Acquiror contained in this Agreement shall survive the Closing only to the
limited extent provided herein:

(i) All representations, warranties, and covenants
contained in this Agreement, except those related to the tax consequences of
the transaction to Contributor and its partners, shall survive until six (6)
months after the Closing Date.

(ii) The representations, warranties, and covenants
related to the tax consequences of the transaction to Contributor and its
partners shall survive the Closing and continue until all applicable statutes
of limitation for state and federal income taxes (including extensions and
waivers thereof) have lapsed.

(iii) All post-Closing covenants shall survive until
they expire by their terms.

(iv) Any pre-condition to Closing shall be deemed
satisfied and waived if Closing occurs unless the parties otherwise agree in
writing.

10.11 Further Assurances. The Contributor and the Acquiror each
covenant and agree to sign, execute and deliver, or cause to be signed,
executed and delivered, and to do or make, or cause to be done or made, upon
the written request of the other party, any and all agreements, instruments,
papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may
be reasonably required by either party hereto for the purpose of or in
connection with consummating the transactions described herein.

10.12 Time of Essence. Time is of the essence with respect to
every provision hereof.

61
<PAGE> 67

10.13 Confidentiality. Until the Acquiror elects to proceed to
Closing under Section 2.3, the Contributor, the Acquiror, and their
representatives, including any brokers or other professionals representing the
Contributor or the Acquiror, shall keep the existence and terms of this
Agreement strictly confidential, and shall issue no press release relating to
it, except to the extent disclosure is compelled by law or the Acquiror is
compelled to respond to a rumor in the marketplace, and then only to the extent
of such compulsion. If, however, a registration statement is filed by the REIT
with the SEC prior to the Closing Date, then the substance of this transaction
may be disclosed in such registration statement.

IN WITNESS WHEREOF, the Contributor and the Acquiror have caused this
Agreement to be executed in their names by their respective duly-authorized
representatives.

[Signatures Continued on Following Page]

62
<PAGE> 68

CONTRIBUTOR:

DENVER DOWNTOWN RESIDENCE ASSOCIATES,
L.P., a Kansas limited partnership

By: /s/ Jack P. DeBoer
---------------------------------------
Jack P. DeBoer, General Partner

ACQUIROR:

INNKEEPERS USA LIMITED PARTNERSHIP, a
Virginia limited partnership

By: Innkeepers Financial Partnership, a
Virginia limited partnership, it sole
general partner

By: /s/ Jeffrey S. Fisher
---------------------------------
Name: Jeffrey H. Fisher
--------------------------------
Title: President
-------------------------------
REIT:

INNKEEPERS USA TRUST,
a Maryland Real Estate Investment Trust

By: /s/ Jeffrey H. Fisher
--------------------------------------
Name: Jeffrey H. Fisher
-------------------------------------
Title: Chairman of the Board and President
------------------------------------

63
<PAGE> 69

EXHIBIT A

LAND - Legal Description

__________________

EXHIBIT B

OPERATING AGREEMENTS

__________________

EXHIBIT C

CONTRIBUTOR'S ORGANIZATIONAL DOCUMENTS

__________________

EXHIBIT D

MORTGAGE

__________________

EXHIBIT E

MORTGAGE NOTE

___________________

EXHIBIT F

AUTHORIZED CAPITAL EXPENDITURES

___________________

EXHIBIT G

TITLE POLICY EXCEPTIONS

___________________

<PAGE> 70

MASTER ADDENDUM
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item No.
- --------
<S> <C>
1. Acquiror's Second Amended Partnership Agreement

2. Redemption and Registration Rights Agreement

3. Guaranty Agreement

4. Representation Letter

5. Organizational Documents

6. Innkeepers Lease

7. Hunton & Williams Tax Opinion
</TABLE>

<PAGE> 1
EXHIBIT 2.2

SILI II/SUNNYVALE

CONTRIBUTION AGREEMENT

dated as of September 16, 1996

among

SUNNYVALE RESIDENCE ASSOCIATES, L.P.,
a Kansas limited partnership

as Contributor,

INNKEEPERS USA LIMITED PARTNERSHIP,
a Virginia limited partnership,

as Acquiror,

and

INNKEEPERS USA TRUST,
a Maryland real estate investment trust,

in connection with the

RESIDENCE INN HOTEL
SUNNYVALE, CALIFORNIA
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II
CONTRIBUTION AND ACQUISITION; DEPOSIT;
PAYMENT OF CONTRIBUTION CONSIDERATION . . . . . . . . . . . . . . . . . . 13
2.1 Contribution and Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.2 Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Study Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.4 Payment of Contribution Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.5 Allocation of Contribution Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.6 Determination of Number of Preferred Partnership Units . . . . . . . . . . . . . . . . . . . . 17
2.7 Pay Off Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.8 Authorization and Reservation of Common Shares . . . . . . . . . . . . . . . . . . . . . . . . 18
2.9 Contributor's Study Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE III
CONTRIBUTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . 19
3.1 Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4 No Special Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.5 Compliance with Existing Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.6 Operating Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.7 Warranties and Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.9 Condemnation Proceedings; Roadways . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.11 Labor Disputes and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.12 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.13 Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.14 Operation of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.15 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.16 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.17 Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.18 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.19 Historical Districts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.20 Brokerage Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.21 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.22 Room Furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.23 Franchisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.24 Liquor License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
3.25 Independent Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.26 Sufficiency of Certain Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.27 Additional Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.28 Securities Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.29 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.30 No Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.31 Tax Opinion Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.32 Mortgage Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.33 Capital Expenditure Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.34 Updating of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ACQUIROR AND REIT . . . . . . . . . . . . . . . . . . . . . . . 30
4.1 Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.2 Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.3 Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.4 Compliance with Existing Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.6 Labor Disputes and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.7 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.8 Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.9 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.10 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.11 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.12 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.13 Brokerage Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.14 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.15 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.16 Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.17 Options, Warrants, and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.18 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.19 No Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.20 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.21 Common Shares and Redemption Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.22 Tax Consequences to Contributor and its Partners . . . . . . . . . . . . . . . . . . . . . . . 36
4.23 Updating of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . 38
5.1 Acquiror's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.2 Contributor's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ii
<PAGE> 4

ARTICLE VII
POST CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . 49
7.1 Taxable Sale of Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.2 Maintaining Debt Levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.3 Guaranty of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.4 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.5 Re-election of Board Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.6 Timely Filing of SEC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.7 Book Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.8 Release of Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.9 Contributor's Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.10 Preferred Partnership Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE IX
LIABILITY OF ACQUIROR; INDEMNIFICATION; TERMINATION RIGHTS . . . . . . . . . . . . . 53
9.1 Liability of Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.2 Indemnification by Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.3 General Indemnification by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.4 Tax Indemnification by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.5 Termination by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.6 Termination by Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE X
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 57
10.1 Completeness; Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.2 Taking Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.4 Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.9 Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.10 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.11 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.12 Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
</TABLE>

iii
<PAGE> 5

LIST OF EXHIBITS

Exhibit A - Land

Exhibit B - Operating Agreements

Exhibit C - Contributor's Organizational Documents

Exhibit D - Mortgage

Exhibit E - Mortgage Note

Exhibit F - Authorized Capital Expenditures

Exhibit G - Title Policy Exceptions

iv
<PAGE> 6

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT, dated as of the 16th day of September,
1996, among SUNNYVALE RESIDENCE ASSOCIATES, L.P., a Kansas limited partnership
(the "Contributor"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited
partnership (the "Acquiror"), and INNKEEPERS USA TRUST, a Maryland Real Estate
Investment Trust ("REIT") (REIT and Acquiror, collectively, "Innkeepers"),
provides:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions. The following terms shall have the indicated
meanings:

"Acquiror's Knowledge" shall mean the actual knowledge of
Jeffrey H. Fisher, Frederic Shaw, and David Bulger.

<PAGE> 7

(as now or hereafter in effect), or (h) take any corporate or partnership
action for the purpose of effecting any of the foregoing; or if a proceeding or
case shall be commenced, without the application or consent of a party hereto
or any general partner thereof, in any court of competent jurisdiction seeking
(1) the liquidation, reorganization, dissolution or winding-up, or the
composition or readjustment of debts, of such party or general partner, (2) the
appointment of a receiver, custodian, trustee or liquidator or such party or
general partner or all or any substantial part of its assets, or (3) other
similar relief under any law relating to bankruptcy, insolvency,
reorganization, winding-up or composition or adjustment of debts, and such
proceeding or case shall continue undismissed; or an order (including an order
for relief entered in an involuntary case under the Federal Bankruptcy Code, as
now or hereafter in effect) judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect, for a period of
60 consecutive days.

2
<PAGE> 8

"Bill of Sale [Inventory]" shall mean that certain bill of
sale conveying title to the Inventory to the Acquiror's property manager,
lessee or designee.

"Closing" shall mean the Closing of the contribution of the
Property pursuant to this Agreement.

"Closing Date" shall mean the date on which the Closing
occurs.

"Closing Documents" shall mean the documents required to be
delivered on the Closing Date by Acquiror pursuant to Section 6.3 and the
Contributor pursuant to Section 6.2.

"Code" shall mean the Internal Revenue Code of 1986, as
amended. References to particular sections or provisions of the Code shall
include any successor sections or provisions.

"Common Partnership Units" shall mean the common partnership
units in the Acquiror.

"Contribution Consideration" shall mean $33,560,631 payable
in the manner described in Article II.

3
<PAGE> 9

"Contributor Material Adverse Effect" shall have the meaning
ascribed to that term in Section 3.1.

"Contributor's Study Period" shall have the meaning ascribed
to that term in Section 2.9.

"Deposit" shall mean all amounts deposited from time to time
with the Escrow Agent by the Acquiror pursuant to Section 2.2,

4
<PAGE> 10

"Emergency Expenditures" Expenditures required to take
necessary or appropriate actions to respond to Emergency Situations.

"Escrow Agent" shall mean Tri-State Commercial Closings, Inc.

"Final Determination" shall have the meaning ascribed to
that term in Section 9.4(a).

"First Closing" shall mean the first closing of the
contribution of a Residence Inn hotel to occur pursuant to this Agreement or
any Other Contribution Agreement.

"Franchise" shall mean the license from the Franchisor to
operate the Property as a Residence Inn by Marriott.

"Franchisor" shall mean Marriott International, Inc., the
issuer of the Residence Inn by Marriott franchise owned by the Contributor.

"GAAP" shall mean generally accepted accounting principles
consistently applied as promulgated by the Financial Accounting Standards Board
and, as to Innkeepers, the SEC pursuant to Regulation S-X.

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<PAGE> 11

"Guarantors" shall mean the Contributor and those of its
general and limited partners electing to sign the Guaranty Agreement.

"Hotel" shall mean the 247-room hotel and related amenities
located on the Land.

"Improvements" shall mean the Hotel and all other buildings,
improvements, fixtures and other items of real estate located on the Land.

"Indemnifiable Claim" shall have the meaning ascribed to
that term in Section 9.4(a).

"Indemnitees" shall have the meaning ascribed to that term
in Section 9.4(a).

"Innkeepers Hotel Properties" shall mean the hotels owned by
the REIT or any partnership in which it or any wholly-

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<PAGE> 12

owned subsidiary is the general partner and which are leased to an Innkeepers
Lessee.

"Innkeepers Lease" shall mean a lease between the Acquiror
or an affiliated partnership and an Innkeepers Lessee with respect to the
operation of Innkeepers Hotel Properties.

"Innkeepers Lessees" shall mean JF Hotel, Inc., a Virginia
corporation, and JF Hotel II, Inc., a Virginia corporation.

"Insurance Policies" shall mean all policies of insurance
relating to the Property, or any portion thereof.

"Interested Party" shall have the meaning ascribed to that
term in Section 9.4(c).

"Inventory" shall mean all "inventories" including all
inventories of merchandise and inventories of supplies (as such terms are used
in the Uniform System of Accounts for Hotels [8th

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<PAGE> 13

Revised Edition, 1986] as published by the Hotel Association of New York City,
Inc., as the same may be revised) and similar consumable supplies.

"IRS" shall mean the Internal Revenue Service.

"Land" shall mean that certain parcel of real estate lying
and being in Sunnyvale, Santa Clara County, California, as more particularly
described on Exhibit A attached hereto, together with all easements, rights,
privileges, remainders, reversions and appurtenances thereunto belonging or in
any way appertaining, and all of the estate, right, title, interest, claim or
demand whatsoever of the Contributor therein, in the streets and ways adjacent
thereto and in the beds thereof, either at law or in equity, in possession or
expectancy, now or hereafter acquired.

"Manager" shall mean Residence Inn by Marriott, Inc.

"Marriott" shall mean Marriott International, Inc. and the
Manager.

"Marriott's Knowledge" shall mean the actual knowledge of
David Grissen, Kevin Kimball and the property manager at the Property.

"Marriott Management Agreement" shall mean the contract for
the management of the Hotel between the Contributor and the Manager.

"Monthly Financing Spread" shall mean, with respect to any
calendar month (or any partial calendar month) during the Spread Calculation
Period, the product of (i) the outstanding principal amount of the Mortgage
Note as of the first day of the

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<PAGE> 14

calendar month (or partial calendar month) multiplied by (ii) the excess of (A)
the effective interest rate (A.P.R.) on the Mortgage Note expressed as a
monthly rate (prorated to reflect any partial calendar month) over (B) the
interest rate Acquiror is able to obtain from the lender that is financing its
acquisition of the Property, also expressed as a monthly rate (prorated to
reflect any partial calendar month).

"Mortgage" shall mean that certain Deed of Trust and
Security Agreement and Fixture Filing, dated as of May 31, 1995, by the
Contributor to Massachusetts Mutual Life Insurance Company, recorded in the
Official Records of Santa Clara County, California. A complete and correct
copy of the Mortgage is attached hereto as Exhibit D.

"Mortgage Documents" shall mean collectively the Mortgage
Note, the Mortgage and all other documents executed or delivered in connection
therewith, including all modifications thereto.

"Mortgage Note" shall mean that certain Restated Promissory
Note, dated May, 1995, in the original principal sum of $15,140,000 made by the
Contributor and payable to the order of Massachusetts Mutual Life Insurance
Company. A true and complete copy of the Mortgage Note is attached hereto as
Exhibit E. The outstanding principal balance of the Mortgage Note, as of the
date hereof, is approximately, and in any event not greater than $15,014,000.

"Mortgagee" shall mean the holder of the Mortgage Note.

"Operating Agreements" shall mean the management agreements,
service contracts and other agreements, if any, in effect with respect to the
construction, ownership, operation, occupancy or maintenance of the Property,
excluding the Franchise. All of the Operating Agreements in force and effect
as of the date hereof are listed on Exhibit B attached hereto.

"Owner's Title Policy" shall mean an owner's policy of title
insurance issued to the Acquiror by the Title Company, pursuant to which the
Title Company insures the Acquiror's

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<PAGE> 15

ownership of fee simple title to the Real Property (including the marketability
thereof) subject only to Permitted Title Exceptions. The Owner's Title Policy
shall insure the Acquiror in the amount of the Contribution Consideration and
shall be acceptable in form and substance to the Acquiror. The description of
the Land in the Owner's Title Policy shall be by courses and distances and
shall be identical to the description shown on the Survey.

"Partner" for purposes of Section 9.4 only, shall have the
meaning ascribed to that term in Section 9.4(a).

"Pay Off Loan" shall have the meaning ascribed to that term
in Section 2.7.

"Permitted Title Exceptions" shall mean those exceptions to
title to the Real Property that are satisfactory to the Acquiror as determined
pursuant to Section 2.3(f) and those exceptions to title in Contributor's
existing title insurance policy which are set forth on Exhibit G.

"Personal Property" shall mean the Tangible Personal
Property and the Intangible Personal Property.

"Property" shall mean collectively the Real Property, the
Inventory, the Tangible Personal Property and the Intangible Personal Property.

"Property Improvement Plan" or "PIP" shall mean the
requirements established by the Franchisor for the Property as a condition of
the transfer of the Franchise.

"Real Property" shall mean the Land and the Improvements.

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<PAGE> 16

"REIT" shall mean Innkeepers USA Trust, a Maryland real
estate investment trust.

"REIT Shares" shall mean common shares of beneficial
interest of the REIT, par value $0.01 per share.

"Representation Letter" shall mean a representation letter
in the form of Item 4 of the Master Addendum.

"Required Indebtedness" shall have the meaning ascribed to
that term in Section 7.2.

"Reservation System" shall mean the Contributor's
Reservation Terminal and Reservation System equipment and software, if any.

"SEC" shall mean the Securities and Exchange Commission.

"Stepped-Up Basis Units" shall have the meaning ascribed to
that term in Section 7.2.

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<PAGE> 17

"Survey" shall mean the survey prepared pursuant to Section
5.1(d).

"Title Commitment" shall mean the commitment by the Title
Company to issue the Owner's Title Policy.

"Title Company" shall mean Tri-State Commercial Closings,
Inc.

"Transfer" for purposes of Section 3.31 only, shall have the
meaning ascribed to that term in Section 3.31(b).

"Yield Maintenance Adjustment" shall mean the sum of the
present values, calculated with a 10.25% annual discount rate, as of the
Closing Date of the Monthly Financing Spreads for each calendar month
(including any partial calendar month) during the period beginning on the
Closing Date and ending on the date that

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<PAGE> 18

the Mortgage Note is scheduled to be repaid in full (the "Spread Calculation
Period").

1.2 Rules of Construction. The following rules shall apply to
the construction and interpretation of this Agreement:

(a) Singular words shall connote the plural number as
well as the singular and vice versa, and the masculine shall include the
feminine and the neuter.

(b) All references herein to particular articles,
sections, subsections, clauses or exhibits are references to articles,
sections, subsections, clauses or exhibits of this Agreement.

ARTICLE II
CONTRIBUTION AND ACQUISITION; DEPOSIT;
PAYMENT OF CONTRIBUTION CONSIDERATION

2.2 Deposit. The Acquiror shall make on the date hereof an
initial cash deposit of One Hundred Fifty- Three Thousand and 00/100 Dollars
$153,000.00 with the Escrow Agent (the "Deposit"). The Deposit, plus all
interest that accrues thereon, less expenses incurred pursuant to Section 6.4
and allocable to this Agreement in the same ratio that the Deposit bears to the
aggregate of all deposits under this Agreement and the Other Contribution
Agreements ($500,000.00), shall be returned to Acquiror if Acquiror, prior to
the end of the Study Period, notifies the Contributor in writing,

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<PAGE> 19

pursuant to Section 2.3, that the Acquiror elects not to proceed to Closing.
If Acquiror fails to give such notice timely, the Deposit, less expenses
incurred pursuant to Section 6.4, shall be (a) applied at the Closing against
the Contribution Consideration, (b) returned to the Acquiror pursuant to
Section 9.5, or (c) paid to the Contributor pursuant to Section 9.6. All
interest on the Deposit shall accrue in favor of the Acquiror.

(b) If such tests, studies, investigations and audits
reveal (i) material structural or environmental problems, or (ii) material
discrepancies in the financial statements, the Acquiror may elect not to
proceed to Closing and shall so notify the Contributor prior to the expiration
of the Study Period. If the Acquiror notifies the Contributor, in writing,
prior to the expiration of the Study Period that it has determined not to
proceed to Closing for one or more of the reasons set forth in this Section
2.3(b), this Agreement automatically shall terminate, the Deposit shall be
returned to the Acquiror and upon return of the Deposit, the Acquiror shall be
released from any further liability or obligation under this Agreement;
provided, however, that if the Acquiror determines not to proceed to Closing
because of a material structural problem, the Acquiror shall provide the
Contributor with the written report from a structural engineer describing the
structural problem and the Contributor shall have the right to cure such
structural problem within thirty (30) days to the satisfaction of Acquiror, and
the Closing shall be extended to the last day of the Marriott accounting period
immediately after the date of Closing set forth in Section 6.1, as such date
may have otherwise been extended.

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<PAGE> 20

for Acquiror's assumption of the Contributor's obligations under the Mortgage
Documents, the Acquiror may elect not to proceed to Closing and shall so notify
the Contributor prior to the expiration of the Study Period. If the Acquiror
notifies the Contributor, in writing, prior to the expiration of the Study
Period that it has determined not to proceed to Closing pursuant to this
Section 2.3(c), this Agreement and each of the Other Contribution Agreements
shall automatically terminate, the Deposit shall be returned to the Acquiror as
provided in Section 2.2 and upon return of the Deposit, the Acquiror shall be
released from all further liability and obligations, if any, under this
Agreement and the Other Contribution Agreements.

(e) The Acquiror shall indemnify and defend the
Contributor against any costs, loss, damage, claim, or expense (including
reasonable costs and attorneys fees) arising from entry upon the Real Property
by the Acquiror or any agents, contractors or employees of the Acquiror. The
indemnity contained in this Section 2.3(e) shall not be subject to the survival
limitation set forth in Section 10.10(b)(i) nor shall the indemnity be subject
to the $500,000 floor set forth in Section 9.3.

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<PAGE> 21

and discharge (and the Escrow Agent is authorized to pay and discharge at
Closing) such defects at Closing. If the Contributor is unwilling or unable to
cure any other such defects by Closing, the Acquiror shall elect (1) to waive
such defects and proceed to Closing without any abatement in the Contribution
Consideration or (2) to terminate this Agreement and receive a full refund of
the Deposit. The Contributor shall not, after the date of this Agreement,
knowingly subject the Property to any liens, encumbrances, covenants,
conditions, restrictions, easements or other title matters or seek any zoning
changes or take any other action which may affect or modify the status of title
without the Acquiror's prior written consent. All title matters revealed by
the Acquiror's title examination and not objected to by the Acquiror as
provided above shall be deemed Permitted Title Exceptions. If Acquiror shall
fail to examine title and notify the Contributor of any such title objections
by the end of the Study Period, all such title exceptions (other than those
rendering title unmarketable and those that are to be paid at Closing as
provided above) shall be deemed Permitted Title Exceptions.

(g) The Contributor shall have the right, until the end
of the Study Period, to terminate this Agreement and all (but not fewer than
all) Other Contribution Agreements, if the REIT's closing share price on any
day in the Study Period is less than $9.00 by delivery to Acquiror of written
notice within the earlier of (i) five (5) days after such date or (ii) the end
of the Study Period. In the event Contributor so terminates this Agreement
(and all Other Contribution Agreements), Acquiror shall pay Contributor's costs
incurred up to the date of said termination as determined by and subject to the
limitations set forth in Section 6.4(c).

2.4 Payment of Contribution Consideration. The Contribution
Consideration shall be paid to the Contributor in the following manner:

(b) The balance of the Contribution Consideration shall
be paid as follows:

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<PAGE> 22

(i) The Acquiror shall take the Property subject
to existing indebtedness evidenced by the Mortgage and Mortgage Note and the
Acquiror shall receive a credit against the Contribution Consideration in an
amount equal to the principal balance of the Mortgage Note which the Mortgage
secures, plus all accrued interest to the Closing Date plus any other
incidental charges incurred by the Acquiror and required by the mortgagee in
connection with the transactions contemplated by this Agreement. In addition,
the Acquiror shall be charged and the Contributor shall be paid for the amount
of the sums being held in escrow by the mortgagee (as confirmed by the
mortgagee) and being assigned and transferred to the Acquiror.

(ii) The Acquiror shall receive a credit against
the Contribution Consideration in an amount equal to the Yield Maintenance
Adjustment.

(iii) The Acquiror shall pay the balance of the
Contribution Consideration in the form of Preferred Partnership Units, all as
more particularly described in Section 2.6. Upon receipt of the Preferred
Partnership Units, the Contributor shall become a limited partner of the
Acquiror and shall execute the Acquiror's Second Amended Partnership Agreement.

2.5 Allocation of Contribution Consideration. The parties agree
that the Contribution Consideration shall be allocated 5% to the Tangible
Personal Property, and the balance to the Land and to the Improvements as the
parties may agree. The Acquiror and the Contributor agree to use the
allocation of Contribution Consideration in this Section 2.5 to complete IRS
Form 8594, if

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<PAGE> 23

such form is required to be filed by the Acquiror and the Contributor.

2.7 Pay Off Loan. If Manager does not release the capital
expenditure reserve held by Manager on behalf of Contributor with respect to
this Hotel at Closing, Acquiror agrees to finance Contributor's payoff of all
items creating liens or encumbrances on any of the Personal Property or
Inventory, capital leases and for the termination of any Operating Agreements
for which Acquiror has requested Contributor to terminate, up to an amount
equal to the lesser of (i) the unreleased balance of such capital expenditure
reserve or (ii) $150,000 (the "Pay Off Loan"). Acquiror's receipt of evidence
reasonably satisfactory to it that Manager has not released reserves of a
specified amount is a condition precedent to Acquiror's obligation to advance
the Pay Off Loan. The proceeds of the Pay Off Loan, if any, will be applied
directly by Acquiror to pay off all items creating liens or encumbrances on any
of the Personal Property and Inventory, capital leases, and to terminate any
Operating Agreements. Contributor will repay the Pay Off Loan, with accrued
interest, by the application of (i) 33.33% of all distributions paid on the
Preferred Partnership Units (or Common Partnership Units into which the
Preferred Partnership Units are convertible) and (ii) any amounts received by
the Contributor from the Manager as a result of the release of the capital
expenditure reserve held by Manager. All amounts applied to the Pay Off Loan
shall be applied first to accrued interest and then to repayment of principal.
Contributor may repay the Pay-Off Loan and accrued interest in whole or part at
any time by making supplemental cash

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<PAGE> 24

payment(s). The interest rate on the Pay Off Loan will be 9% per annum.

ARTICLE III
CONTRIBUTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

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3.3 Noncontravention. The execution and delivery of, and the
performance by the Contributor of its obligations under, this Agreement do not
and will not contravene, or constitute a default under, any provision of
applicable law or regulation, the Contributor's Organizational Documents or any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Contributor, except to the extent that the performance by the Contributor
of its obligations hereunder violates the Mortgage, the Franchise and the
Marriott Management Agreement or result in the creation of any lien or other
encumbrance on any asset of the Contributor. There are no outstanding
agreements (written or oral) pursuant to which the Contributor (or any
predecessor to or representative of the Contributor) has agreed to sell or has
granted an option or right of first refusal to purchase the Property or any
part thereof.

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<PAGE> 26

that may result in a special tax or assessment against the Property which are
not reflected on the Title Commitment.

3.6 Operating Agreements. Each of the Operating Agreements,
except the Marriott Management Agreement, may be terminated by the Contributor
or the Acquiror upon not more than 30 days' prior written notice and without
the payment of any penalty, fee, premium or other amount. To Contributor's
Knowledge, the Contributor has performed all of its obligations under each of
the Operating Agreements and no fact or circumstance has occurred which, by
itself or with the passage of time or the giving of notice or both, would
constitute a material default under any of the Operating Agreements. The
Contributor shall not enter into any new management agreement, maintenance or
repair contract, supply contract, lease in which it is lessee or other
agreements with respect to the Property, nor shall the Contributor enter into
any agreements modifying the Operating Agreements, unless (a) any such
agreement or modification will not bind the Acquiror or the Property after the
Closing Date or (b) the Contributor has obtained the Acquiror's prior written
consent to such agreement or modification. The Contributor agrees to cancel
and terminate all of the Operating Agreements unless the Acquiror requests in
writing

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<PAGE> 27

prior to Closing that one or more remain in effect after Closing; provided,
however, that the Acquiror shall be responsible for negotiating the
termination, transfer, renegotiation, or assignment of the Marriott Management
Agreement and shall be solely responsible for any and all transfer or
termination fees, charges, or costs relating directly to such transfer or
termination.

3.9 Condemnation Proceedings; Roadways. The Contributor, and,
to Contributor's Knowledge, Marriott, have received no notice of any
condemnation or eminent domain proceeding pending or, to the Contributor's
Knowledge threatened against the Property or any part thereof. The
Contributor, and, to Contributor's Knowledge, Marriott, have no knowledge of
any change or proposed change in the route, grade or width of, or otherwise
affecting, any street or road adjacent to or serving the Real Property.

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<PAGE> 28

obligations hereunder, or under any document to be delivered pursuant hereto,
(d) could create a lien on the Property, any part thereof or any interest
therein, or (e) could otherwise materially adversely affect the Property, any
part thereof or any interest therein or the use, operation, condition or
occupancy thereof.

3.11 Labor Disputes and Agreements. The Contributor currently
has no employees and has never had any hotel employees. To Contributor's
Knowledge, the Manager has no labor disputes pending or, threatened as to the
operation or maintenance of the Property or any part thereof. To Contributor's
Knowledge, the Manager is not a party to any union or other collective
bargaining agreement with employees employed in connection with the ownership,
operation or maintenance of the Property. Except with respect to the accounts
payable of Contributor assumed by the Acquiror hereunder, to Contributor's
Knowledge, the Acquiror will not be obligated to give or pay any amount to any
employee of the Manager unless the Acquiror elects to hire that employee or
continue the management arrangement with the Manager, and the Acquiror shall
not have any liability under any pension or profit sharing plan that the
Manager may have established with respect to the Property or their or its
employees, unless the Acquiror elects to continue the management arrangement
with the Manager.

3.12 Financial Information. To the best of Contributor's
Knowledge except as otherwise disclosed in writing to Acquiror prior to the end
of the Study Period, for each of Marriott's accounting years, when a given year
is taken as a whole, all of Contributor's Financial Information previously
delivered to Acquiror is correct and complete in all material respects and
presents accurately the results of the operations of the Property for the
periods indicated, except such statements do not have footnotes or schedules
that may otherwise be required by GAAP. If requested by Acquiror, Contributor
will forward promptly all four-week period-ending financial information it
receives from Manager. Contributor's Financial Information is prepared based
on information provided by Manager based on books and records maintained by
Manager in accordance with Manager's accounting system. Contributor's
Financial Information provided by Manager to Contributor has been provided to
Acquiror without any changes or alterations thereto. Contributor has not
independently verified Manager's financial data and has relied thereon in
preparing Contributor's Financial Information. To the best of Contributor's
Knowledge, since the date of the last financial statement included in the
Contributor's Financial Information, there has been no

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<PAGE> 29

material adverse change in the financial condition or in the operations of the
Property.

3.14 Operation of Property. The Contributor covenants that
between the date hereof and the date of Closing it will use its best efforts to
cause the Manager to (a) operate the Property only in the usual, regular and
ordinary manner consistent with the Manager's prior practice, (b) maintain its
books of account and records in the usual, regular and ordinary manner, in
accordance with sound accounting principles applied on a basis consistent with
the basis used in keeping its books in prior years, and (c) use all reasonable
efforts to preserve intact its present business organization, keep available
the services of its present officers and employees and preserve its
relationships with suppliers and others having business dealings with it;
provided, however, that the Contributor shall use its best efforts not to make
and to prevent Marriott from making any capital expenditures other than (i)
those capital expenditures incurred after June 1, 1996 and prior to Closing in
the amounts set forth on Exhibit F attached hereto and made a part hereof and
(ii) Emergency Expenditures. The Contributor shall encourage the Manager to
continue to use its best efforts to take guest room reservations and to book
functions and meetings and otherwise to promote the business of the Property in
generally the same manner as the Manager did prior to the execution of this
Agreement. Except as otherwise permitted hereby, from the date hereof until
Closing, the Contributor shall use its best efforts to ensure that the Manager
shall not take any action or fail to take action the result of which (i) would
have a material adverse effect on the Property or the Acquiror's ability to
continue the operation thereof after the date of Closing in substantially the
same manner as presently conducted, (ii) reduce or cause to be reduced any room
rents or any other charges over

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<PAGE> 30

which the Contributor has operational control, or (iii) would cause any of the
representations and warranties contained in this Article III to be untrue as of
Closing.

3.16 Bankruptcy. No Act of Bankruptcy has occurred with respect
to the Contributor.

3.17 Title to Property. The Contributor is the sole owner of
good and marketable fee simple title to the Tangible Personal Property free and
clear of all liens, leases (capital or otherwise), encumbrances, restrictions,
conditions, and agreements except for Permitted Title Exceptions. The
Contributor shall not have taken any action from the date hereof and through
and including the Closing Date that would adversely affect the status of title
to the Real Property. The Contributor has a title insurance policy insuring
its fee simple title to the Real Property.

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<PAGE> 31

any brokerage or finder's fee, commission or other amount with respect to the
transactions described herein. The Contributor shall pay any such fee,
commission or other amount if it becomes due prior to, at, or after Closing and
shall indemnify and hold Acquiror harmless for any such fee, commission or
other amount.

3.25 Independent Audit. Contributor shall provide access by
Acquiror's representatives to all financial and other information

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<PAGE> 32

relating to the Property in its possession which would be reasonably required
to prepare audited financial statements in conformity with Regulation S-X of
the SEC and to prepare a registration statement, report or disclosure statement
for filing with the SEC. Contributor shall also provide to Acquiror's
representatives a signed representation letter for use in rendering an opinion
on the financial statements related to the Property. Acquiror acknowledges
that some of the books and records are in the care, custody and control of the
Manager. Contributor shall use its best efforts to assist Acquiror in
obtaining (i) access to the Manager-maintained records and (ii) a signed
representation letter from Manager for use in rendering an opinion on the
financial statements related to the Property.

3.26 Sufficiency of Certain Items. To the Contributor's
Knowledge, the Property contains not less than:

3.27 Additional Representations and Warranties. (a) There are
no outstanding options, warrants or other rights to acquire any equity interest
in the Contributor. The Contributor will not issue any option, warrant or
other right to acquire any equity interest in the Contributor prior to the
Closing Date and, except for sales, assignments, transfers and conveyances
among Approved Investors who are also existing partners and transfers to Code
Section 501(c)(3) charities and to charitable trusts, will not, without the
consent of the Acquiror, which consent shall not be unreasonably withheld,
permit any partner to sell, assign, transfer or convey or otherwise attempt to
dispose of any portion of his or her interest in the Contributor, as
applicable. Each Approved Investor will, prior to the Closing Date, complete,
sign and deliver to Acquiror a Representation Letter; and

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<PAGE> 33

3.29 Taxes. (a) The Contributor has filed all income tax
information returns on IRS Form 1065 (including K-1s for each partner) and
applicable state tax forms required to be filed with the United States
Government and with all states and political subdivisions thereof where any
such returns are required to be filed and where the failure to file such return
or report would subject any of them to any material liability or penalty. All
income taxes imposed by the United States, or by any foreign country, or by any
state, municipality, subdivision, or instrumentality of the United States or of
any foreign country, or by any other taxing authority, which are due and
payable by Contributor to have been paid in full or adequately provided for by
reserves shown in their records and books of account and in the Contributor's
Financial Information. Contributor has not obtained or received any extension
of time for the assessment of deficiencies for any years. To Contributor's
Knowledge no unassessed tax deficiency is proposed or threatened against it.

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<PAGE> 34

3.31 Tax Opinion Representations. Contributor represents,
warrants, and covenants that:

(a) The Contributor at all times has been and is
classified as a partnership for federal income tax purposes;

29
<PAGE> 35

3.32 Mortgage Documents. The Mortgage Documents are in full
force and effect and have not been modified or supplemented, except as
otherwise disclosed, and no fact or circumstance has occurred that, by itself
or with the giving of notice or the passage of time or both, would constitute a
default under any of the Mortgage Documents. The Contributor has not been
advised nor has Contributor received any notice asserting that a default exists
under any of the Mortgage Documents. The Contributor shall not amend or
supplement the Mortgage Documents in whole or in part. The Contributor shall
pay or make, as and when due and payable, all payments of principal, interest
and other amounts required to be paid or made under the Mortgage Documents.

3.33 Capital Expenditure Reserve. To the Contributor's
Knowledge, the capital expenditure reserves for the Property held by the
Manager as of the end of Marriott's accounting period 8, are accurate and
complete as shown on the balance sheet delivered to Acquiror. The Contributor
will not authorize or direct the Manager to use or expend the capital
expenditure reserve except as set forth on Exhibit F.

3.34 Updating of Representations and Warranties. Between the
date hereof and the Closing Date, Contributor will promptly disclose to
Acquiror in writing any information of which it has actual knowledge (a)
concerning any event that would render any representation or warranty of any of
them untrue if made as to the date of such event, (b) which renders any
information set forth in the Agreement no longer correct in all material
respects, or (c) which arises after the date hereof and which would have been
required to be included in the Agreement if such information had existed on the
date hereof.

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<PAGE> 36

effect of any such representations, warranties and covenants, it being
understood that the Acquiror has the right to rely thereon and that each such
representation, warranty and covenant constitutes a material inducement to the
Acquiror to execute this Agreement and to close the transaction contemplated
hereby and to pay the Contribution Consideration to the Contributor. Provided
however, that if, no later than three (3) business days prior to the expiration
of the Study Period, Contributor advises Acquiror in writing of any information
which modifies in whole or in part any representation, warranty or covenant
made by Contributor herein and Acquiror does not thereafter elect to terminate
this Agreement pursuant to Section 2.3(b) then in such event such
representation, warranty or covenant of Contributor shall be deemed modified
for all purposes to the extent of such written information as if modified as of
the execution of this Agreement.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ACQUIROR AND REIT

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governmental ordinance, resolution, statute, rule, order or regulation,
including but not limited to those of environmental agencies or insurance
boards of underwriters, with respect to the ownership, operation, use,
maintenance or condition of Innkeepers Hotel Properties or any part thereof, or
requiring any repairs or alterations other than those that have been made prior
to the date hereof.

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materially from those included in the most recent year-end financial
statements).

4.10 Insurance. All of the Innkeepers Property Owning
Partnerships' insurance policies are valid and in full force and effect, all
premiums for such policies were paid when due and all future premiums for such
policies (and any replacements thereof) shall be paid by the Innkeepers
Property Owning Partnerships on or before the due date therefor. Prior to
Closing, the Innkeepers Property Owning Partnerships shall pay all premiums on,
and shall not cancel or voluntarily allow to expire, any of the Innkeepers
Property Owning Partnerships' insurance policies unless such policy is
replaced, without any lapse of coverage, by another policy or policies
providing coverage at least as extensive as the policy or policies being
replaced.

4.11 Personal Property. An Innkeepers Property Owning
Partnership or an Innkeepers Lessee have good and marketable title to all of
the machinery, equipment, materials, supplies, and other property of every
kind, tangible or intangible, contained in its offices and other facilities and
shown as assets in its records and

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books of account, free and clear of all liens, encumbrances, and charges.

4.12 Bankruptcy. No Act of Bankruptcy has occurred with respect
to Innkeepers.

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(c) Except as contemplated by this Agreement, Acquiror
will not issue or agree to issue any additional units prior to Closing.

(b) The REIT is properly taxed as a real estate
investment trust and no act or event has occurred which may adversely affect
its tax classification as a REIT.

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(b) All of the Redemption Shares, when issued pursuant to
the Acquiror's Second Amended Partnership Agreement, will be duly authorized,
validly issued, fully paid, and non-assessable.

4.22 Tax Consequences to Contributor and its Partners. To the
extent that the Contributor receives Preferred Partnership Units (as opposed to
cash consideration pursuant to Section 6.4 or otherwise) in connection with the
transfer of the Property to the Acquiror (i) such transfer will be
characterized as a tax-free contribution to Acquiror by Contributor under
Section 721 of the Code and (ii) for Contributor and those partners of
Contributor who execute the Guaranty Agreement, will not result in the
recognition of income or gain associated with the portion of any negative
capital account balance allocable to the Preferred Partnership Units (as
opposed to cash consideration) upon Closing of the contribution (to the extent
that the aggregate negative capital account balance (as determined in
accordance with Section 1.704-(1)(b)(2)(iv) of the Treasury Regulations) for
which tax deferral is sought does not exceed the aggregate amount of debt that
is guaranteed pursuant to the Guaranty Agreement).

4.23 Updating of Representations and Warranties. Between the
date hereof and the Closing Date, Innkeepers will promptly disclose

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to Contributor in writing any information of which any of them has actual
knowledge (a) concerning any event that would render any representation or
warranty of any of them untrue if made as to the date of such event, (b) which
renders any information set forth in the Agreement no longer correct in all
material respects, or (c) which arises after the date hereof and which would
have been required to be included in the Agreement if such information had
existed on the date hereof.

Each of the representations, warranties and covenants contained in this
Article IV and its various subparagraphs are intended for the benefit of the
Contributor and may be waived in whole or in part, by the Contributor, but only
by an instrument in writing signed by the Contributor. Each of said
representations, warranties and covenants shall survive the closing of the
transaction contemplated hereby, for the period specified in Section 10.10 and
no investigation, audit, inspection, review or the like conducted by or on
behalf of the Contributor shall be deemed to terminate the effect of any such
representations, warranties and covenants, it being understood that the
Contributor has the right to rely thereon and that each such representation,
warranty and covenant constitutes a material inducement to the Contributor to
execute this Agreement and to transfer the Property to the Acquiror. Provided
however, that if, no later than three (3) business days prior to the expiration
of the Contributor's Study Period, Acquiror advises Contributor in writing of
any information which modifies in whole or in part any representation, warranty
or covenant made by Acquiror herein then in such event such representation,
warranty or covenant of Acquiror shall be deemed modified for all purposes to
the extent of such written information as if modified as of the execution of
this Agreement.

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS

5.1 Acquiror's Obligations. The Acquiror's obligations
hereunder are subject to the satisfaction of each of the following conditions
precedent and the compliance by the Contributor with each of the following
covenants, each of which may be waived by the Acquiror, in its sole discretion:

(a) Contributor's Deliveries. The Contributor shall have
delivered to the Escrow Agent, the Acquiror, or Acquiror's designee, as the
case may be, on or before the Closing Date, all of

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the documents and other information required of Contributor pursuant to Section
6.2.

(c) Title Insurance. Good and marketable fee simple
title to the Real Property shall be insurable as such by the Title Company at
or below its regularly scheduled rates subject only to Permitted Title
Exceptions and the Mortgage.

(e) Condition of Improvements. The Improvements and the
Tangible Personal Property (including but not limited to the mechanical
systems, plumbing, electrical, wiring, appliances, fixtures, heating, air
conditioning and ventilating equipment, elevators, boilers, equipment, roofs,
structural members and furnaces) shall be in substantially the same condition
at Closing as they are at the end of the Study Period, reasonable wear and tear
excepted, and taking into account the Contributor's obligation to make only (i)
the capital expenditures set forth on Exhibit F and (ii) Emergency
Expenditures. Prior to Closing, the Contributor shall not have diminished the
quality or quantity of maintenance and upkeep services heretofore provided to
the Real Property and the Tangible Personal Property and the Contributor shall
not have diminished the Inventory. Between the end of the Study Period and
Closing, the Contributor shall not have removed or caused or permitted to be
removed any part or portion of the Real Property or

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the Tangible Personal Property unless the same is replaced, prior to Closing,
with similar items of at least equal quality and acceptable to the Acquiror.

(f) Utilities. All of the Utilities shall be installed
in and operating at the Property, and service shall be available for the
removal of garbage and other waste from the Property. Between the date hereof
and the date of Closing, the Contributor shall have received no notice of any
extraordinary increase or proposed increase in the rates charged for the
Utilities from the rates in effect as of the date hereof.

(i) Management Agreement. Acquiror or its designee shall
have entered into a new management agreement or shall have received an
assignment of the existing Marriott Management Agreement in form reasonably
acceptable to Acquiror. Acquiror will use its best efforts to obtain such new
agreement or assignment, and Acquiror shall pay all costs and expenses
associated therewith. From the date hereof to and including the Closing Date,
Contributor shall comply with and perform all of its duties and obligations
under the Marriott Management Agreement.

(j) Simultaneous Closing. Except to the extent (i) any
of the Other Contribution Agreements have been terminated pursuant to Sections
2.3(b) or (f) therein, or (ii) the Closing Date has been extended pursuant to
Section 2.3(b) hereof, or (iii) the Closing date under any Other Contribution
Agreements have been extended pursuant to Section 2.3(b) thereof, Contributor
shall simultaneously close on the acquisition of each of the seven hotel

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properties owned by the DeBoer Affiliated Partnerships under the Other
Contribution Agreements.

(k) Acquiror's Financing. Acquiror shall have obtained
debt or equity financing on terms and conditions acceptable to Acquiror and
shall have assumed Contributor's obligations under the Mortgage Documents at no
additional cost or expense to Acquiror.

(c) Hotel Franchise. Acquiror or its designee shall have
received a franchise with respect to the Hotel from the Franchisor for a
minimum term of ten (10) years from the date hereof, all upon terms and
conditions reasonably acceptable to Acquiror. Acquiror shall use its best
efforts to obtain such approval and shall pay all costs and expenses associated
therewith.

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(ii) Contributor shall have been released from any
obligations to the Manager under the Marriott Management Agreement except for a
final accounting and settlement.

(e) New Board Member. Jack P. DeBoer shall have been
appointed to the Board of Trustees of the REIT as a trustee, to be effective on
the Closing Date.

(f) Simultaneous Closing. Except to the extent (i) any
of the Other Contribution Agreements have been terminated pursuant to Sections
2.3(b) or (f) therein, or (ii) the Closing Date has been extended pursuant to
Section 2.3(b) hereof, or (iii) the Closing date under any Other Contribution
Agreements have been extended pursuant to Section 2.3(b) thereof, Acquiror
shall simultaneously close on the acquisition of each of the seven hotel
properties owned by the DeBoer Affiliated Partnerships under the Other
Contribution Agreements.

(i) SEC Filings. Innkeepers shall have timely filed and
shall have provided Contributor with all SEC filings made by Innkeepers after
June 30, 1996.

ARTICLE VI
CLOSING

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additional days in order to complete an audit of the Contributor's books and
records and to complete the conditions to Closing. In that event, Closing
shall be held at the location set forth in the preceding sentence as soon as
practicable. Closing may occur before November 1, 1996, at Acquiror's
election, upon three (3) business days' notice from Acquiror to Contributor.
Possession of the Property shall be delivered to the Acquiror at Closing,
subject only to Permitted Title Exceptions and the Mortgage; provided, however,
that if the Closing occurs on November 4 or 5, which are the first two business
days following the Marriott accounting period ending date of November 1, the
Closing shall be effective on the first day following the Marriott accounting
period closing date, November 1, 1996, at 12:01 a.m.

(a) The certificate required by Section 5.1(b).

(b) The Deed.

(d) The Bill of Sale [Personal Property].

(e) The Assignment and Assumption Agreement.

(f) Any and all other documentation reasonably requested
by the Acquiror, and at the expense of the Acquiror, or required hereby.

(g) Certificate(s)/Registration of Title for any vehicle
owned by the Contributor and used in connection with the Property.

(h) Such agreements, affidavits or other documents as may
be required by the Title Company to issue the Owner's Title Policy.

(i) The FIRPTA Certificate.

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(k) Certified copies of the Contributor's Organizational
Documents.

(l) Recordable releases of all documents which Marriott
International, Inc., or the Manager have filed relating to the franchise or
otherwise.

(o) If required by Acquiror's lender, a valid, final and
unconditional certificate of occupancy for the Real Property and Improvements,
issued by the appropriate governmental authority.

(q) The written consent of the Franchisor to the transfer
of the license, if applicable, and if so required.

(r) A written instrument executed by the Contributor,
conveying and transferring to the Acquiror all of the Contributor's right,
title and interest in any telephone numbers and facsimile numbers relating to
the Property, and, if the Contributor maintains a post office box, conveying to
the Acquiror all of its interest in and to such post office box and the number
associated therewith, so as to assure a continuity in operation and
communication.

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(s) All current real estate and personal property tax
bills in the Contributor's possession or under its control.

(u) A letter signed by Contributor authorizing and
directing Marriott and the Manager to provide to Acquiror the following
materials:

(ii) A complete set of all guest registration
cards, guest transcripts, guest histories, and all other available guest
information.

(iv) A complete list of all advance room
reservations, functions and the like, in reasonable detail so as to enable the
Acquiror to honor the Contributor's or Manager's commitments in that regard.

(v) A list of the Contributor's outstanding
accounts receivable as of midnight on the date prior to the Closing, specifying
the name of each account and the amount due the Contributor.

(vi) All keys for the Property.

(vii) All books, records, operating reports,
appraisal reports, files and other materials in the Contributor's possession or
control which are necessary in the Acquiror's discretion to maintain continuity
of operation of the Property.

(viii) Written notice executed by Contributor
notifying all interested parties, including all tenants under any

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leases of the Property, that the Property has been conveyed to the Acquiror and
directing that all payments, inquiries and the like be forwarded to the
Acquiror at the address to be provided by the Acquiror.

(ix) Either (i) a receipt from the Executive
Director of the California Department of Revenue showing that all sales and use
taxes, interest, and penalties due as of the Closing Date have been paid by the
Contributor or (ii) a certificate from the Department of Revenue that no such
taxes, interest, or penalties are due from the Contributor as of the Closing
Date. In the event the Contributor does not produce such receipt or
certificate at Closing, this covenant shall survive the Closing to the end of
the limitations period for audits relating to such taxes, interest or
penalties. If Acquiror receives notice relating to such taxes, interest or
penalties that Acquiror is or may be liable for such taxes, interest or
penalties, Acquiror shall notify Contributor and Marriott of such notice, and
request Contributor and/or Marriott to pay such taxes, interest or penalties
for any period for which they were obligated to pay. If Contributor or
Marriott refuses or fails to pay such taxes, interest or penalties within sixty
(60) days of such notice, Acquiror agrees to finance Contributor's payment of
those items in the manner for capital expenditure reserves set forth in Section
2.7.

(x) An agreement between Acquiror and Jack P.
DeBoer limiting his right, only to the extent set forth therein, to engage in
certain competitive activities with the Acquiror.

6.3 Acquiror's Deliveries. At Closing, the Acquiror shall pay
or deliver to the Contributor the following:

(a) The Contribution Consideration.

(b) The Assignment and Assumption Agreement.

(d) The fully executed Acquiror's Second Amended
Partnership Agreement.

(e) A legal opinion from Hunton & Williams in a form
satisfactory to Contributor's counsel stating that:

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(i) this Agreement, and each agreement referred to
in this Agreement which Innkeepers shall execute and deliver in connection
with the transaction contemplated by this Agreement, have been duly authorized
by all necessary action on the part of Innkeepers, have been duly executed and
delivered by the Innkeepers, constitute the valid and binding agreements of
Innkeepers and are enforceable in accordance with their respective terms;

(ii) that the Acquiror's Second Amended Partnership
Agreement has been duly adopted and is in full force and effect;

(iii) the Preferred Partnership Units are duly
authorized, and will be validly issued and outstanding when delivered in
accordance with this Agreement; and

(iv) the appointment of Jack P. DeBoer to the Board
of Trustees of Innkeepers is effective.

(h) Any other document or instrument reasonably requested
by the Contributor, provided at the expense of Contributor, except as to items
set forth in Section 6.4, or required hereby.

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6.4 Closing Costs. Whether or not the transaction contemplated
hereby closes, Acquiror agrees to pay certain costs incurred by Contributor and
Acquiror in preparation for Closing:

(b) Acquiror will pay all costs associated with obtaining
an audit report on the financial statements of Contributor.

(c) Acquiror will pay Contributor's costs for reasonable
legal, accounting, and tax advice incurred after June 24, 1996, in connection
with this transaction and for pre-approved due diligence and inspection costs
incurred by Contributor in inspecting the books, records, and properties of
Innkeepers and JF Hotel, Inc. (which approval will not be unreasonably
withheld), up to $160,000 for the aggregate of all of such costs for the
transactions contemplated by this Agreement and the Other Contribution
Agreements. If Acquiror elects to terminate this Agreement as permitted by
Section 2.3 or Section 9.5, Acquiror's obligation as to the foregoing costs in
this Section 6.4(c) shall terminate as to costs incurred after the effective
date of such termination. If Contributor willfully or intentionally breaches
or defaults in its obligations under this Agreement at any time prior to
Closing, Acquiror shall not be obligated to pay any of said costs and the
Deposit shall be returned immediately to Acquiror. If Contributor otherwise
breaches or defaults in its obligations under this Agreement, Acquiror will pay
50% of the costs described in this subsection and incurred by Contributor prior
to the date of termination up to $80,000.

(d) Acquiror shall pay all capital expenditures in the
amounts set forth on Exhibit F.

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expenses for the period of time from, after and including the date of Closing.
Only adjustments for real estate taxes shall be shown on the settlement
statements (with such supporting documentation as the parties hereto may
require being attached as exhibits to the settlement statements) and shall
increase or decrease (as the case may be) the amount payable by the Acquiror
pursuant to Section 2.4. All other such adjustments shall be made by separate
agreement between the parties and shall be payable by check or wire directly
between the parties. Without limiting the generality of the foregoing, the
following items of income and expense shall be so allocated as of Closing:

(a) Current and prepaid rents, including, without
limitation, prepaid room receipts, function receipts and other reservation
receipts.

(b) Real estate and personal property taxes.

(d) Utility charges (including but not limited to charges
for water, sewer and electricity).

(e) Wages, vacation pay, pension and welfare benefits and
other fringe benefits of all persons employed at the Property who the Acquiror
elects to employ.

(f) Value of fuel stored on the Property at the price
paid for such fuel by the Contributor, including any taxes.

(g) All prepaid reservations and contracts for rooms
confirmed by Contributor prior to the Closing Date for dates after the Closing
Date, all of which Acquiror shall honor.

(h) The Tray Ledger, which shall be equally divided
between the parties.

The Contributor shall be required to pay all sales and use taxes and
similar impositions relating to the conduct of business at the Property
currently through the date of Closing, but excluding those arising from the
Contribution.

Acquiror shall not be obligated to collect any accounts receivable or
revenues, which Acquiror or its Affiliate has not purchased from Contributor,
accrued prior to the Closing Date for

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Contributor, but if Acquiror collects same, such amounts will be promptly
remitted to Contributor in the form received.

Acquiror is assuming, pursuant to Section 2.4(b)(i), accrued but
unpaid interest on the Mortgage Note; such amount shall not be pro-rated for
income or expense purposes.

ARTICLE VII
POST CLOSING COVENANTS

7.1 Taxable Sale of Real Property. The Acquiror agrees that, as
long as any of (i) the Contributor, (ii) a partner of the Contributor or (iii)
a Permitted Transferee holds either any of the Preferred Partnership Units
issued to the Contributor on the Closing Date or any of the Common Partnership
Units that were received by such persons as a result of the conversion of such
Preferred Partnership Units, for a period of five (5) years after the First
Closing, the Acquiror will not dispose of the Real Property in a transaction
that would result in the allocation of taxable income or gain by the Acquiror
to any of such persons under Section 704(c) of the Code. "Permitted
Transferees" are those persons who received from the Contributor or a partner
thereof, and at the relevant time retain, a carryover tax basis, in whole or in
part, in either Preferred Partnership Units or Common Partnership Units into
which the Preferred Partnership Units were converted. The Acquiror further
agrees that, if the Contributor, the DeBoer Affiliated Partnerships, any of
their partners (or their Permitted Transferees) hold at least 40% of the
Preferred Partnership Units issued to any of the DeBoer Affiliated
Partnerships, during the period beginning 5 years after the First Closing and
ending 10 years after the First Closing, the Acquiror will not dispose of the
Real Property in a transaction that would result in the allocation of taxable
income or gain by the Acquiror to the Contributor or its partners under Section
704(c) of the Code. If the Acquiror

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disposes of the Real Property in violation of the foregoing covenant, and
notwithstanding such prohibition, then in such event the Acquiror shall pay to
the Contributor, Contributor's partners, or its Permitted Transferees the
amount of federal and state taxes (together with any interest and penalties
thereon) of the Contributor, its partners or Permitted Transferees attributable
to such Code Section 704(c) allocation.

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to guarantee such debt (or to enter into reimbursement agreements with the
Innkeepers Party to whom such debt is recourse, if any); provided, however,
that nothing contained herein shall prevent Acquiror from incurring, retiring,
repaying, or prepaying such debt at any time after such ten (10) year period.

7.3 Guaranty of Debt. The Contributor and the Approved
Investors shall have the option to personally guarantee debt of the Acquiror
(above and beyond the debt guaranteed by William J. Hamrick) pursuant to the
Guaranty Agreement. The Guaranty Agreement shall provide for the executing
partners and the Contributor to guarantee an amount up to their respective
negative capital accounts at the Closing Date not to exceed an aggregate amount
of $45,000,000 in principal for all DeBoer Affiliated Partnerships and all
partners therein. The Guarantors shall guarantee a maximum of $45,000,000 of
Acquiror debt, superior only to the preexisting guaranty of William J. Hamrick.
Section 9 of the Guaranty Agreement is intended to permit Acquiror and Lender
to make the modifications to the Loan Documents permitted thereby without the
consent of the Guarantors. Except as specifically permitted therein, Acquiror
shall make no other changes to the Loan Documents without first giving notice
to the Guarantors of such proposed changes and obtaining either the Guarantors'
waiver of any defenses created thereby or reaffirmation of the guaranty.

7.4 Tax Elections. Acquiror shall make an election under
section 704(c) of the Code to allocate the tax items arising from the ownership
of the Property, including the items of depreciation, amortization, and gain or
loss under the "traditional method" as provided in Treasury Regulation
1.704-3(b).

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7.8 Release of Mortgage Note. The Acquiror shall indemnify and
hold harmless Contributor from all liability under the Mortgage Note.

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ARTICLE VIII
CONDEMNATION; RISK OF LOSS

8.2 Risk of Loss. The risk of any loss or damage to the
Property prior to the Closing shall remain upon the Contributor. If any such
loss or damage occurs prior to Closing, the Acquiror shall have the right to
terminate this Agreement pursuant to Section 9.4. If the Acquiror elects not
to terminate this Agreement, all insurance proceeds and rights to proceeds
arising out of such loss or damage shall be paid or assigned, as applicable, to
the Acquiror at Closing.

ARTICLE IX
LIABILITY OF ACQUIROR; INDEMNIFICATION; TERMINATION RIGHTS

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such breaches exceed in the aggregate $500,000. If the Contributor makes a
distribution to its partners of Preferred Partnership Units during the time
period set forth in Section 10.10(a)(ii) hereof, then for such period only the
liability of the partners of Contributor shall be joint and several to the
extent the loss exceeds the assets of Contributor, but shall be limited to the
value of the Preferred Partnership Units thus distributed. After that time the
liability of Contributor's partners shall be several in proportion to the
aggregate amount of Preferred Partnership Units each such partner receives for
the Property being contributed pursuant to this Agreement, as compared to the
total amount of Preferred Partnership Units being received by Contributor to
the extent such Preferred Partnership Units have been distributed. The
liability of Contributor under this Agreement shall be limited to the sum of
the value of Preferred Partnership Units received by Contributor under this
Agreement and the liability of each partner shall be its prorata share of such
Preferred Partnership Units to the extent received by such partner. For
purposes of this paragraph, the Preferred Partnership Units shall be deemed to
have a fair market value equal to the face value. All indemnification
obligations of the partners under this Article IX may be satisfied by payment
in Preferred Partnership Units (or Common Partnership Units or REIT Shares, if
converted) which will be deemed to have the same value on the payment date as
the value of the Preferred Partnership Units on the Closing Date.

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9.4 Tax Indemnification by Acquiror. (a) Subject to Section
10.10(b)(ii), the Acquiror hereby agrees to indemnify and hold the partners of
the Contributor who execute the Guaranty Agreement (each, a "Partner," and in
the aggregate, the "Indemnitees") harmless from and against any and all claims
(each, an "Indemnifiable Claim") and the costs, penalties, interest,
liabilities and expenses (including reasonable attorneys' fees) relating
thereto, net of any other benefits or recoveries, that may be asserted against
or incurred by any Indemnitee as a result of any breach by the Acquiror of the
representation set forth in Section 4.22 regarding the tax consequences of the
transaction to the Contributor and the Indemnitees provided, however, that a
Final Determination (as defined below) pursuant to which the federal income tax
liability of an Indemnitee was increased has occurred with respect to such
Indemnifiable Claim or Claims; and provided, further, that the Acquiror shall
not indemnify any Indemnitee with respect to the amount of any federal income
tax liability that such Indemnitee would have incurred irrespective of any
breach by the Acquiror of the representation set forth in Section 4.22.

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Parties with copies of all reports, notices and correspondence relating to such
matters, and convey to the IRS all procedural requests made by the Interested
Parties, unless any such request relates to the issue of the tax consequences
of the transaction contemplated by this Agreement and is reasonably
objectionable to the Acquiror's tax counsel. The Acquiror shall not enter into
a settlement agreement relating to any issue not related to the tax
consequences of the transaction contemplated by this Agreement which results in
the imposition of any additional tax, interest or penalties on the Interested
Parties unless (i) Acquiror obtains the consent of the Interested Parties or
(ii) Acquiror pays the cost of such Settlement (including any future years'
taxes resulting from such change). Each Interested Party and its counsel shall
have the right, at its sole cost and expense, to be present at in all meetings
with the IRS relating to any audit or proceeding described in this Section
9.4(c). Notwithstanding the foregoing, nothing in this Section 9.4(c) shall
require the Acquiror to defend any audit of or proceeding against the
Contributor or any Partner.

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consequence of a knowing or wilful misrepresentation or breach of a warranty or
covenant by the Contributor, or a wilful failure by the Contributor to perform
its obligations hereunder, the Acquiror shall retain all remedies accruing as a
result thereof. If the Acquiror terminates this Agreement because of the
unwillingness or inability of the Contributor to cure a title defect, the
Contributor will have no liability to the Acquiror hereunder beyond the return
of the Deposit, less expenses set forth on Exhibit 6.4(c).

9.6 Termination by Contributor. If, prior to Closing, the
Acquiror defaults in performing any of its obligations under this Agreement
(including its obligation to acquire the Property), or any of its obligations
under the Other Contribution Agreements, and the Acquiror fails to cure any
such default within ten (10) business days after notice thereof from the
Contributor, then the Contributor's sole remedy for such default shall be to
terminate this Agreement, retain the Deposit and receive reimbursement of its
expenses as discussed in Section 6.4(c). The Contributor and the Acquiror
agree that, in the event of such a default, the damages that the Contributor
would sustain as a result thereof would be difficult if not impossible to
ascertain. Therefore, the Contributor and the Acquiror agree that the
Contributor shall retain the Deposit as full and complete liquidated damages
and as the Contributor's sole remedy.

ARTICLE X
MISCELLANEOUS PROVISIONS

10.2 Taking Title. The Acquiror may designate an Affiliate which
is a partnership in which Acquiror owns at least 95% of the partnership
interests to take title to the Property, without the consent of the
Contributor. The Acquiror may not assign its rights hereunder without the
prior written consent of the Contributor. The Contributor may not assign its
rights hereunder without the prior written consent of the Acquiror.

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10.3 Successors and Assigns. This Agreement shall bind and inure
to the benefit of the parties hereto and their respective successors and
assigns.

10.6 Counterparts. To facilitate execution, this Agreement may
be executed in as many counterparts as may be required. It shall not be
necessary that the signature on behalf of both parties hereto appear on each
counterpart hereof. All counterparts hereof shall collectively constitute a
single agreement.

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communication delivered or sent in the manner aforesaid shall be deemed given
or made (as the case may be) when actually delivered to the intended recipient.

If to the Contributor: CONSOLIDATED HOLDINGS, INC.
- ----------------------
Lakepoint Office Park
9342 East Central
Wichita, KS 67206
Attn: Mr. Greg Kossover
Fax: 316/634-0677

with a copy to: Foulston & Siefkin, L.L.P.
700 Fourth Financial Center
100 N. Broadway
Wichita, KS 67202
Attn: Harvey R. Sorensen, Esq.
Fax: 316/267-6345

If to the Acquiror: INNKEEPERS USA LIMITED PARTNERSHIP
- -------------------
306 Royal Poinciana Way
Palm Beach, FL 33480
Attn: Mr. Jeffrey H. Fisher
Fax: 407/835-0457

with a copy to: Hunton & Williams
1900 K Street
Suite 1200
Washington, DC 20006
Attn: John M. Ratino, Esq.
Fax: 202/778-2201

or to such other address as the intended recipient may have specified in a
notice to the other party. Any party hereto may change its address or
designate different or other persons or entities to receive copies by notifying
the other party and the Escrow Agent in a manner described in this Section.

10.9 Incorporation by Reference. All of the exhibits attached
hereto are by this reference incorporated herein and made a part hereof.

10.10 Survival. (a) The representations, warranties, and
covenants of Contributor contained in this Agreement shall survive the Closing
only to the limited extent provided herein:

60
<PAGE> 66

(i) Representations, warranties, and covenants as
to the title to the Real Property shall be merged with the Deed and shall not
survive delivery of the Deed.

(ii) All other representations, warranties, and
covenants, except those related to the tax opinion in Section 3.31, shall
survive until six (6) months after the Closing Date.

(iii) The representations, warranties, and
covenants related to the tax opinion in Section 3.31 shall survive the Closing
and continue until all applicable statutes of limitations for state and federal
income taxes (including extensions and waivers thereof) have elapsed.

(iv) All post-Closing covenants shall survive
until they expire by their terms.

(v) Any pre-condition to Closing shall be deemed
satisfied and waived if Closing occurs unless the parties otherwise agree in
writing.

(b) The representations, warranties, and covenants of
Acquiror contained in this Agreement shall survive the Closing only to the
limited extent provided herein:

(iii) All post-Closing covenants shall survive until
they expire by their terms.

(iv) Any pre-condition to Closing shall be deemed
satisfied and waived if Closing occurs unless the parties otherwise agree in
writing.

61
<PAGE> 67

10.12 Time of Essence. Time is of the essence with respect to
every provision hereof.

IN WITNESS WHEREOF, the Contributor and the Acquiror have caused this
Agreement to be executed in their names by their respective duly-authorized
representatives.

[Signatures Continued on Following Page]

62
<PAGE> 68

CONTRIBUTOR:
-----------

SUNNYVALE RESIDENCE ASSOCIATES, L.P., a
Kansas limited partnership

By: /s/ Jack P. DeBoer
---------------------------------------
Jack P. DeBoer, General Partner

ACQUIROR:
--------

INNKEEPERS USA LIMITED PARTNERSHIP, a
Virginia limited partnership

By: Innkeepers Financial Corporation,
a Virginia Corporation, its sole
general partner

By: /s/ Jeffrey H. Fisher
------------------------------
Name: Jeffrey H. Fisher
-----------------------------
Title: President
---------------------------

REIT:
----

INNKEEPERS USA TRUST,
a Maryland Real Estate Investment Trust

63
<PAGE> 69

EXHIBIT A

LAND - Legal Description

__________________

<PAGE> 70

EXHIBIT B

OPERATING AGREEMENTS

__________________

<PAGE> 71

EXHIBIT C

CONTRIBUTOR'S ORGANIZATIONAL DOCUMENTS

__________________

<PAGE> 72

EXHIBIT D

MORTGAGE DOCUMENTS

__________________

<PAGE> 73

EXHIBIT E

[INTENTIONALLY DELETED]

___________________

<PAGE> 74

EXHIBIT F

AUTHORIZED CAPITAL EXPENDITURES

___________________

<PAGE> 75

EXHIBIT G

TITLE POLICY EXCEPTIONS

___________________

<PAGE> 76

MASTER ADDENDUM
TABLE OF CONTENTS

Item No.

1. Acquiror's Second Amended Partnership Agreement

2. Redemption and Registration Rights Agreement

3. Guaranty Agreement

4. Representation Letter

5. Organizational Documents

6. Innkeepers Lease

7. Hunton & Williams Tax Opinion

<PAGE> 1
EXHIBIT 2.3

KENTWOOD (GRAND RAPIDS)

CONTRIBUTION AGREEMENT

dated as of September 16, 1996

among

KENTWOOD RESIDENCE ASSOCIATES,
a Kansas general partnership

as Contributor,

INNKEEPERS USA LIMITED PARTNERSHIP,
a Virginia limited partnership,

as Acquiror,

and

INNKEEPERS USA TRUST,
a Maryland real estate investment trust,

in connection with the

RESIDENCE INN HOTEL
KENTWOOD, MICHIGAN
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II
CONTRIBUTION AND ACQUISITION; DEPOSIT;
PAYMENT OF CONTRIBUTION CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . 13
2.1 Contribution and Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.2 Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Study Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.4 Payment of Contribution Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.5 Allocation of Contribution Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.6 Determination of Number of Preferred Partnership Units . . . . . . . . . . . . . . . . . . . . 17
2.7 Pay Off Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.8 Authorization and Reservation of Common Shares . . . . . . . . . . . . . . . . . . . . . . . . 18
2.9 Contributor's Study Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE III
CONTRIBUTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . 19
3.1 Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.4 No Special Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.5 Compliance with Existing Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.6 Operating Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.7 Warranties and Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.9 Condemnation Proceedings; Roadways . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.11 Labor Disputes and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.12 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.13 Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.14 Operation of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.15 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.16 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.17 Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.18 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.19 Historical Districts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.20 Brokerage Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.21 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.22 Room Furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.23 Franchisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.24 Liquor License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
3.25 Independent Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.26 Sufficiency of Certain Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.27 Additional Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.28 Securities Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.29 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.30 No Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.31 Tax Opinion Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.32 Mortgage Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.33 Capital Expenditure Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.34 Updating of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ACQUIROR AND REIT . . . . . . . . . . . . . . . . . . . . . . . 31
4.1 Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.2 Authorization and Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.3 Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.4 Compliance with Existing Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.6 Labor Disputes and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.7 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.8 Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.9 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.10 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.11 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.12 Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.13 Brokerage Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.14 Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.15 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.16 Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.17 Options, Warrants, and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.18 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.19 No Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.20 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.21 Common Shares and Redemption Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.22 Tax Consequences to Contributor and its Partners . . . . . . . . . . . . . . . . . . . . . . . 37
4.23 Updating of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ii
<PAGE> 4

<TABLE>
<S> <C> <C>
6.3 Acquiror's Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.4 Closing Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.5 Income and Expense Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE VII
POST CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . 50
7.1 Taxable Sale of Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.2 Maintaining Debt Levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.3 Guaranty of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
7.4 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.5 Re-election of Board Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.6 Timely Filing of SEC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.7 Book Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.8 Indemnification with Respect to Mortgage Documents . . . . . . . . . . . . . . . . . . . . . . 52
7.9 Contributor's Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
7.10 Preferred Partnership Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE IX
LIABILITY OF ACQUIROR; INDEMNIFICATION; TERMINATION RIGHTS . . . . . . . . . . . . . 54
9.1 Liability of Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.2 Indemnification by Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.3 General Indemnification by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.4 Tax Indemnification by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.5 Termination by Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.6 Termination by Contributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE X
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 58
10.1 Completeness; Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.2 Taking Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.4 Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.9 Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.10 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.11 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.12 Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
</TABLE>

iii
<PAGE> 5

LIST OF EXHIBITS

Exhibit A - Land

Exhibit B - Operating Agreements

Exhibit C - Contributor's Organizational Documents

Exhibit D - Mortgage Documents

Exhibit E - [Intentionally Deleted]

Exhibit F - Authorized Capital Expenditures

Exhibit G - Title Policy Exceptions

iv
<PAGE> 6

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT, dated as of the 16th day of September,
1996, among KENTWOOD RESIDENCE ASSOCIATES, a Kansas general partnership (the
"Contributor"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited
partnership (the "Acquiror"), and INNKEEPERS USA TRUST, a Maryland Real Estate
Investment Trust ("REIT") (REIT and Acquiror, collectively, "Innkeepers"),
provides:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions. The following terms shall have the indicated
meanings:

"Acquiror's Knowledge" shall mean the actual knowledge of
Jeffrey H. Fisher, Frederic Shaw, and David Bulger.

partnership action for the purpose of effecting any of the foregoing; or if a
proceeding or case shall be commenced, without the application or consent of a
party hereto or any general partner thereof, in any court of competent
jurisdiction seeking (1) the liquidation, reorganization, dissolution or
winding-up, or the composition or readjustment of debts, of such party or
general partner, (2) the appointment of a receiver, custodian, trustee or
liquidator or such party or general partner or all or any substantial part of
its assets, or (3) other similar relief under any law relating to bankruptcy,
insolvency, reorganization, winding-up or composition or adjustment of debts,
and such proceeding or case shall continue undismissed; or an order (including
an order for relief entered in an involuntary case under the Federal Bankruptcy
Code, as now or hereafter in effect) judgment or decree approving or ordering
any of the foregoing shall be entered and continue unstayed and in effect, for
a period of 60 consecutive days.

2
<PAGE> 8

"Bill of Sale [Inventory]" shall mean that certain bill of
sale conveying title to the Inventory to the Acquiror's property manager,
lessee or designee.

"Closing" shall mean the Closing of the contribution of the
Property pursuant to this Agreement.

"Closing Date" shall mean the date on which the Closing
occurs.

"Closing Documents" shall mean the documents required to be
delivered on the Closing Date by Acquiror pursuant to Section 6.3 and the
Contributor pursuant to Section 6.2.

"Code" shall mean the Internal Revenue Code of 1986, as
amended. References to particular sections or provisions of the Code shall
include any successor sections or provisions.

"Common Partnership Units" shall mean the common partnership
units in the Acquiror.

"Contribution Consideration" shall mean $7,263,592, payable
in the manner described in Article II.

3
<PAGE> 9

"Contributor Material Adverse Effect" shall have the meaning
ascribed to that term in Section 3.1.

"Contributor's Study Period" shall have the meaning ascribed
to that term in Section 2.9.

"Deposit" shall mean all amounts deposited from time to time
with the Escrow Agent by the Acquiror pursuant to Section 2.2,

4
<PAGE> 10

"Emergency Expenditures" Expenditures required to take
necessary or appropriate actions to respond to Emergency Situations.

"Escrow Agent" shall mean Tri-State Commercial Closings, Inc.

"Final Determination" shall have the meaning ascribed to
that term in Section 9.4(a).

"First Closing" shall mean the first closing of the
contribution of a Residence Inn hotel to occur pursuant to this Agreement or
any Other Contribution Agreement.

"Franchise" shall mean the license from the Franchisor to
operate the Property as a Residence Inn by Marriott.

"Franchisor" shall mean Marriott International, Inc., the
issuer of the Residence Inn by Marriott franchise owned by the Contributor.

"GAAP" shall mean generally accepted accounting principles
consistently applied as promulgated by the Financial Accounting Standards Board
and, as to Innkeepers, the SEC pursuant to Regulation S-X.

5
<PAGE> 11

"Guarantors" shall mean the Contributor and those of its
general and limited partners electing to sign the Guaranty Agreement.

"Hotel" shall mean the 96-room hotel and related amenities
located on the Land.

"Improvements" shall mean the Hotel and all other buildings,
improvements, fixtures and other items of real estate located on the Land.

"Indemnifiable Claim" shall have the meaning ascribed to
that term in Section 9.4(a).

"Indemnitees" shall have the meaning ascribed to that term
in Section 9.4(a).

"Innkeepers Hotel Properties" shall mean the hotels owned by
the REIT or any partnership in which it or any wholly-

6
<PAGE> 12

owned subsidiary is the general partner and which are leased to an Innkeepers
Lessee.

"Innkeepers Lease" shall mean a lease between the Acquiror
or an affiliated partnership and an Innkeepers Lessee with respect to the
operation of Innkeepers Hotel Properties.

"Innkeepers Lessees" shall mean JF Hotel, Inc., a Virginia
corporation, and JF Hotel II, Inc., a Virginia corporation.

"Insurance Policies" shall mean all policies of insurance
relating to the Property, or any portion thereof.

"Interested Party" shall have the meaning ascribed to that
term in Section 9.4(c).

"Inventory" shall mean all "inventories" including all
inventories of merchandise and inventories of supplies (as such terms are used
in the Uniform System of Accounts for Hotels [8th

7
<PAGE> 13

Revised Edition, 1986] as published by the Hotel Association of New York City,
Inc., as the same may be revised) and similar consumable supplies.

"IRS" shall mean the Internal Revenue Service.

"Issuer" shall mean the Michigan Job Development Authority.

"Land" shall mean that certain parcel of real estate lying
and being in Kentwood, Kent County, Michigan, as more particularly described on
Exhibit A attached hereto, together with all easements, rights, privileges,
remainders, reversions and appurtenances thereunto belonging or in any way
appertaining, and all of the estate, right, title, interest, claim or demand
whatsoever of the Contributor therein, in the streets and ways adjacent thereto
and in the beds thereof, either at law or in equity, in possession or
expectancy, now or hereafter acquired.

"Manager" shall mean Residence Inn by Marriott, Inc.

"Marriott" shall mean Marriott International, Inc. and the
Manager.

"Marriott's Knowledge" shall mean the actual knowledge of
David Grissen, Kevin Kimball and the property manager at the Property.

"Marriott Management Agreement" shall mean the contract for
the management of the Hotel between the Contributor and the Manager.

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"Mortgage Documents" shall mean collectively all documents
listed on Exhibit D and all documents executed or delivered in connection
therewith, including all modifications thereto.

"Mortgagee" shall mean First Bank National Association,
sucessor to First National Bank of Minneapolis.

"Partner" for purposes of Section 9.4 only, shall have the
meaning ascribed to that term in Section 9.4(a).

"Pay Off Loan" shall have the meaning ascribed to that term
in Section 2.7.

"Personal Property" shall mean the Tangible Personal
Property and the Intangible Personal Property.

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<PAGE> 15

"Property" shall mean collectively the Real Property, the
Inventory, the Tangible Personal Property and the Intangible Personal Property.

"Property Improvement Plan" or "PIP" shall mean the
requirements established by the Franchisor for the Property as a condition of
the transfer of the Franchise.

"Real Property" shall mean the Land and the Improvements.

"REIT" shall mean Innkeepers USA Trust, a Maryland real
estate investment trust.

"REIT Shares" shall mean common shares of beneficial
interest of the REIT, par value $0.01 per share.

"Representation Letter" shall mean a representation letter
in the form of Item 4 of the Master Addendum.

"Required Indebtedness" shall have the meaning ascribed to
that term in Section 7.2.

"Reservation System" shall mean the Contributor's
Reservation Terminal and Reservation System equipment and software, if any.

"SEC" shall mean the Securities and Exchange Commission.

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<PAGE> 16

"SEC Filings" shall mean all filings made with the SEC by
the REIT from and after the initial Registration Statement filed in connection
with its initial public offering to the Closing Date.

"Securities Act" shall mean the Securities Act of 1933, as
amended.

"Stepped-Up Basis Units" shall have the meaning ascribed to
that term in Section 7.2.

"Survey" shall mean the survey prepared pursuant to Section
5.1(d).

"Title Commitment" shall mean the commitment by the Title
Company to issue the Owner's Title Policy.

"Title Company" shall mean Tri-State Commercial Closings,
Inc.

"Transfer" for purposes of Section 3.31 only, shall have the
meaning ascribed to that term in Section 3.31(b).

"Tray Ledger" shall mean the final night's room revenue
(revenue from rooms occupied as of 12:01 a.m. on the Closing Date, exclusive
of food, beverage, telephone and similar charges which

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shall be retained by the Contributor), including any sales taxes, room taxes or
other taxes thereon.

"Trustee" shall mean Michigan National Bank.

1.2 Rules of Construction. The following rules shall apply to
the construction and interpretation of this Agreement:

(a) Singular words shall connote the plural number as
well as the singular and vice versa, and the masculine shall include the
feminine and the neuter.

(b) All references herein to particular articles,
sections, subsections, clauses or exhibits are references to articles,
sections, subsections, clauses or exhibits of this Agreement.

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ARTICLE II
CONTRIBUTION AND ACQUISITION; DEPOSIT;
PAYMENT OF CONTRIBUTION CONSIDERATION

2.2 Deposit. The Acquiror shall make on the date hereof an
initial cash deposit of Thirty-Three Thousand and 00/100 Dollars $33,000.00
with the Escrow Agent (the "Deposit"). The Deposit, plus all interest that
accrues thereon, less expenses incurred pursuant to Section 6.4 and allocable
to this Agreement in the same ratio that the Deposit bears to the aggregate of
all deposits under this Agreement and the Other Contribution Agreements
($500,000.00), shall be returned to Acquiror if Acquiror, prior to the end of
the Study Period, notifies the Contributor in writing, pursuant to Section 2.3,
that the Acquiror elects not to proceed to Closing. If Acquiror fails to give
such notice timely, the Deposit, less expenses incurred pursuant to Section
6.4, shall be (a) applied at the Closing against the Contribution
Consideration, (b) returned to the Acquiror pursuant to Section 9.5, or (c)
paid to the Contributor pursuant to Section 9.6. All interest on the Deposit
shall accrue in favor of the Acquiror.

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<PAGE> 19

Deposit shall be returned to the Acquiror and upon return of the Deposit, the
Acquiror shall be released from any further liability or obligation under this
Agreement; provided, however, that if the Acquiror determines not to proceed to
Closing because of a material structural problem, the Acquiror shall provide
the Contributor with the written report from a structural engineer describing
the structural problem and the Contributor shall have the right to cure such
structural problem within thirty (30) days to the satisfaction of Acquiror, and
the Closing shall be extended to the last day of the Marriott accounting period
immediately after the date of Closing set forth in Section 6.1, as such date
may have otherwise been extended.

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<PAGE> 20

During the Study Period, Acquiror shall use its best efforts to obtain
the consent of the Mortgagee and, if required under the Mortgage Documents, the
consent of the Issuer and the Trustee to the assumption of the Contributor's
obligations under the Mortgage Documents on terms acceptable to Acquiror. In
the event such consent(s) are not obtained by Acquiror, then Acquiror may
notify Contributor in writing prior to the expiration of the Study Period that
it has elected not to proceed to Closing, this Agreement automatically shall
terminate, the Deposit shall be returned to the Acquiror and upon return of the
Deposit, the Acquiror shall be

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<PAGE> 21

released from any further liability or obligation under this Agreement.

(g) The Contributor shall have the right, until the end
of the Study Period, to terminate this Agreement and all (but not fewer than
all) Other Contribution Agreements, if the REIT's closing share price on any
day in the Study Period is less than $9.00 by delivery to Acquiror of written
notice within the earlier of (i) five (5) days after such date or (ii) the end
of the Study Period. In the event Contributor so terminates this Agreement (and
all Other Contribution Agreements), Acquiror shall pay Contributor's costs
incurred up to the date of said termination as determined by and subject to the
limitations set forth in Section 6.4(c).

2.4 Payment of Contribution Consideration. The Contribution
Consideration shall be paid to the Contributor in the following manner:

(b) The balance of the Contribution Consideration shall
be paid as follows:

(i) The Acquiror shall take the Property subject
to existing indebtedness evidenced by the Mortgage Documents and the Acquiror
shall receive a credit against the Contribution Consideration in an amount
equal to the principal balance of the indebtedness evidenced by the Mortgage
Documents, plus all accrued interest to the Closing Date plus any other
incidental charges incurred by the Acquiror and required by the mortgagee in
connection with the transactions contemplated by this Agreement. In addition,
the Acquiror shall be charged and the Contributor shall be paid for the amount
of the sums being held in escrow by the mortgagee (as confirmed by the
mortgagee) and being assigned and transferred to the Acquiror.

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become a limited partner of the Acquiror and shall execute the Acquiror's
Second Amended Partnership Agreement.

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<PAGE> 23

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<PAGE> 24

not be unreasonably withheld, conditioned or delayed, and to perform such
economic, surveying and marketing tests, studies, investigations and audits as
the Contributor may deem appropriate. If such tests, studies, investigations
and audits or other information known to Contributor do not warrant, in
Contributor's sole, absolute and unreviewable discretion, the consummation of
the transactions contemplated by this Agreement for any reason, the Contributor
may elect not to proceed to Closing and shall so notify the Acquiror prior to
the expiration of the Contributor's Study Period, in which event this Agreement
and each of the Other Contribution Agreements shall automatically terminate,
the Deposit shall be returned to the Acquiror and the Acquiror shall be
released from all further liability and obligations, if any, under this
Agreement and the Other Contribution Agreements (including any expenses
incurred pursuant to Section 6.4).

ARTICLE III
CONTRIBUTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Organization and Power. The Contributor is a general
partnership duly formed, validly existing and in good standing under the laws
of the State of Kansas and has all requisite powers and all governmental
licenses, authorizations, consents and approvals, except where the failure to
have such governmental licenses, authorizations, consents and approvals would
not have a material adverse affect on the business or financial condition of
Contributor (a "Contributor Material Adverse Effect") to carry on its business
as now conducted and to enter into and perform its obligations hereunder and
under any document or instrument required to be executed and delivered on
behalf of the Contributor hereunder.

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<PAGE> 25

entity who has an ownership interest in the Property or whose consent is
required in connection with the Contributor's performance of its obligations
hereunder, except the Manager, the Franchisor, and the Mortgagee.

3.3 Noncontravention. The execution and delivery of, and the
performance by the Contributor of its obligations under, this Agreement do not
and will not contravene, or constitute a default under, any provision of
applicable law or regulation, the Contributor's Organizational Documents or any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Contributor, except to the extent that the performance by the Contributor
of its obligations hereunder violates the Mortgage Documents, the Franchise and
the Marriott Management Agreement or result in the creation of any lien or
other encumbrance on any asset of the Contributor. There are no outstanding
agreements (written or oral) pursuant to which the Contributor (or any
predecessor to or representative of the Contributor) has agreed to sell or has
granted an option or right of first refusal to purchase the Property or any
part thereof.

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<PAGE> 26

limited to those of environmental agencies or insurance boards of underwriters,
with respect to the ownership, operation, use, maintenance or condition of the
Property or any part thereof, or requiring any repairs or alterations other
than those that have been made prior to the date hereof.

3.6 Operating Agreements. Each of the Operating Agreements,
except the Marriott Management Agreement, may be terminated by the Contributor
or the Acquiror upon not more than 30 days' prior written notice and without
the payment of any penalty, fee, premium or other amount. To Contributor's
Knowledge, the Contributor has performed all of its obligations under each of
the Operating Agreements and no fact or circumstance has occurred which, by
itself or with the passage of time or the giving of notice or both, would
constitute a material default under any of the Operating Agreements. The
Contributor shall not enter into any new management agreement, maintenance or
repair contract, supply contract, lease in which it is lessee or other
agreements with respect to the Property, nor shall the Contributor enter into
any agreements modifying the Operating Agreements, unless (a) any such
agreement or modification will not bind the Acquiror or the Property after the
Closing Date or (b) the Contributor has obtained the Acquiror's prior written
consent to such agreement or modification. The Contributor agrees to cancel and
terminate all of the Operating Agreements unless the Acquiror requests in
writing prior to Closing that one or more remain in effect after Closing;
provided, however, that the Acquiror shall be responsible for negotiating the
termination, transfer, renegotiation, or assignment of the Marriott Management
Agreement and shall be solely responsible for any and all transfer or
termination fees, charges, or costs relating directly to such transfer or
termination.

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coverage, by another policy or policies providing coverage at least as
extensive as the policy or policies being replaced. The Contributor agrees to
cancel any such policies as of the date of Closing.

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<PAGE> 28

their or its employees, unless the Acquiror elects to continue the management
arrangement with the Manager.

3.12 Financial Information. To the best of Contributor's
Knowledge except as otherwise disclosed in writing to Acquiror prior to the end
of the Study Period, for each of Marriott's accounting years, when a given year
is taken as a whole, all of Contributor's Financial Information previously
delivered to Acquiror is correct and complete in all material respects and
presents accurately the results of the operations of the Property for the
periods indicated, except such statements do not have footnotes or schedules
that may otherwise be required by GAAP. If requested by Acquiror, Contributor
will forward promptly all four-week period-ending financial information it
receives from Manager. Contributor's Financial Information is prepared based
on information provided by Manager based on books and records maintained by
Manager in accordance with Manager's accounting system. Contributor's Financial
Information provided by Manager to Contributor has been provided to Acquiror
without any changes or alterations thereto. Contributor has not independently
verified Manager's financial data and has relied thereon in preparing
Contributor's Financial Information. To the best of Contributor's Knowledge,
since the date of the last financial statement included in the Contributor's
Financial Information, there has been no material adverse change in the
financial condition or in the operations of the Property.

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<PAGE> 29

records in the usual, regular and ordinary manner, in accordance with sound
accounting principles applied on a basis consistent with the basis used in
keeping its books in prior years, and (c) use all reasonable efforts to
preserve intact its present business organization, keep available the services
of its present officers and employees and preserve its relationships with
suppliers and others having business dealings with it; provided, however, that
the Contributor shall use its best efforts not to make and to prevent Marriott
from making any capital expenditures other than (i) those capital expenditures
incurred after June 1, 1996 and prior to Closing in the amounts set forth on
Exhibit F attached hereto and made a part hereof and (ii) Emergency
Expenditures. The Contributor shall encourage the Manager to continue to use
its best efforts to take guest room reservations and to book functions and
meetings and otherwise to promote the business of the Property in generally the
same manner as the Manager did prior to the execution of this Agreement.
Except as otherwise permitted hereby, from the date hereof until Closing, the
Contributor shall use its best efforts to ensure that the Manager shall not
take any action or fail to take action the result of which (i) would have a
material adverse effect on the Property or the Acquiror's ability to continue
the operation thereof after the date of Closing in substantially the same
manner as presently conducted, (ii) reduce or cause to be reduced any room
rents or any other charges over which the Contributor has operational control,
or (iii) would cause any of the representations and warranties contained in
this Article III to be untrue as of Closing.

3.15 Personal Property. Subject only to the Permitted Title
Exceptions and the Mortgage Documents, all of the Personal Property and
Inventory being conveyed by the Contributor to the Acquiror or to the
Acquiror's managing agent, lessee or designee, will be free and clear of all
liens and encumbrances (including capital leases) on the Closing Date and the
Contributor has good, merchantable title thereto and the right to convey same
in accordance with the terms of this Agreement.

3.16 Bankruptcy. No Act of Bankruptcy has occurred with respect
to the Contributor.

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including the Closing Date that would adversely affect the status of title to
the Real Property. The Contributor has a title insurance policy insuring its
fee simple title to the Real Property.

3.22 Room Furnishings. To Contributor's Knowledge, all public
spaces, lobbies, meeting rooms, and each room in the Hotel available for guest
rental is furnished in accordance with

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<PAGE> 31

Franchisor's standards for the Hotel and room type, except to the extent of the
changes required by the Property Improvement Plan.

3.26 Sufficiency of Certain Items. To the Contributor's
Knowledge, the Property contains not less than:

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<PAGE> 32

3.27 Additional Representations and Warranties. (a) There are no
outstanding options, warrants or other rights to acquire any equity interest in
the Contributor. The Contributor will not issue any option, warrant or other
right to acquire any equity interest in the Contributor prior to the Closing
Date [except for the right in favor of the Mortgagee to acquire equity in the
Contributor under the Mortgage Documents and, except for sales, assignments,
transfers and conveyances among Approved Investors who are also existing
partners and transfers to Code Section 501(c)(3) charities and to charitable
trusts, will not, without the consent of the Acquiror, which consent shall not
be unreasonably withheld, permit any partner to sell, assign, transfer or
convey or otherwise attempt to dispose of any portion of his or her interest in
the Contributor, as applicable. Each Approved Investor will, prior to the
Closing Date, complete, sign and deliver to Acquiror a Representation Letter;
and

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and each filing of the REIT in 1996 under the Securities Exchange Act of 1934,
as amended, (ii) the Contributor and each Approved Investor is an "accredited
investor" as defined under Regulation D under the Securities Act, and (iii) the
Contributor and each Approved Investor will complete, execute and deliver the
Representation Letter on or before the end of the Study Period.

3.31 Tax Opinion Representations. Contributor represents,
warrants, and covenants that:

(a) The Contributor at all times has been and is
classified as a partnership for federal income tax purposes;

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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ACQUIROR AND REIT

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on any asset of the Acquiror. The Acquiror is not in violation of its
Partnership Agreement or in default with respect to any material agreements.

4.4 Compliance with Existing Laws. Innkeepers Property Owning
Partnerships and Innkeepers Lessees possess all Authorizations, each of which
is valid and in full force and effect, and no provision, condition or
limitation of any of the Authorizations has been breached or violated in any
material respect. Innkeepers Property Owning Partnerships and Innkeepers
Lessees have not misrepresented or failed to disclose any material relevant
fact in obtaining all Authorizations, and have no knowledge of any change in
the circumstances under which those Authorizations were obtained that result in
their termination, suspension, modification or limitation. Innkeepers Property
Owning Partnership and Innkeepers Lessees have no knowledge of any existing or
threatened material violation of any provision of any applicable building,
zoning, subdivision, environmental or other governmental ordinance, resolution,
statute, rule, order or regulation, including but not limited to those of
environmental agencies or insurance boards of underwriters, with respect to the
ownership, operation, use, maintenance or condition of Innkeepers Hotel
Properties or any part thereof, or requiring any repairs or alterations other
than those that have been made prior to the date hereof.

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the REIT, Innkeepers Property Owning Partnerships or Innkeepers Lessees, (c)
could materially and adversely affect the ability of any of them to perform its
respective obligations hereunder, or under any document to be delivered
pursuant hereto, (d) could create a lien on any of their assets, any part
thereof or any interest therein, or (e) could otherwise materially adversely
affect any of their assets, any part thereof or any interest therein or the
use, operation, condition or occupancy thereof.

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<PAGE> 39

Annual Report to Shareholders, or otherwise disclosed in its most recent
Financial Statements as being owned by it.

4.12 Bankruptcy. No Act of Bankruptcy has occurred with respect to
Innkeepers.

4.14 Hazardous Substances. Innkeepers and Innkeepers Lessee have
no knowledge: (a) of the presence of any Hazardous Substances on their
properties, or any portion thereof, or, (b) of any spills,

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<PAGE> 40

releases, discharges, or disposal of Hazardous Substances that have occurred or
are presently occurring on or onto their properties, or any portion thereof, or
(c) of the presence of any PCB transformers serving, or stored on, their
properties, or any portion thereof, and Innkeepers have no knowledge of any
failure to comply with any applicable local, state and federal environmental
laws, regulations, ordinances and administrative and judicial orders relating
to the generation, recycling, reuse, sale, storage, handling, transport and
disposal of any Hazardous Substances.

(c) Except as contemplated by this Agreement, Acquiror
will not issue or agree to issue any additional units prior to Closing.

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<PAGE> 41

10-K filed with the SEC, or any Form 10-Qs filed in the period after the filing
of the 1995 10-K and the date of this Agreement.

(b) The REIT is properly taxed as a real estate
investment trust and no act or event has occurred which may adversely affect
its tax classification as a REIT.

4.21 Common Shares and Redemption Shares. (a) All of the issued
and outstanding shares of the REIT have been duly

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<PAGE> 42

authorized, validly issued, and are fully paid and non-assessable, with no
preemptive rights.

(b) All of the Redemption Shares, when issued pursuant to
the Acquiror's Second Amended Partnership Agreement, will be duly authorized,
validly issued, fully paid, and non-assessable.

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<PAGE> 43

has the right to rely thereon and that each such representation, warranty and
covenant constitutes a material inducement to the Contributor to execute this
Agreement and to transfer the Property to the Acquiror. Provided however, that
if, no later than three (3) business days prior to the expiration of the
Contributor's Study Period, Acquiror advises Contributor in writing of any
information which modifies in whole or in part any representation, warranty or
covenant made by Acquiror herein then in such event such representation,
warranty or covenant of Acquiror shall be deemed modified for all purposes to
the extent of such written information as if modified as of the execution of
this Agreement.

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS

38
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39
<PAGE> 45

40
<PAGE> 46

(ii) Contributor shall have been released from any
obligations to the Manager under the Marriott Management Agreement except for a
final accounting and settlement.

(e) New Board Member. Jack P. DeBoer shall have been
appointed to the Board of Trustees of the REIT as a trustee, to be effective on
the Closing Date.

(g) Franchise. Contributor shall have been relieved from
any obligations under the Franchise except for a final accounting of the
current year's royalty payments, which, if

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<PAGE> 47

Acquiror or Lessee assumes the Franchise, shall be prorated as of the Closing
Date.

(i) SEC Filings. Innkeepers shall have timely filed and
shall have provided Contributor with all SEC filings made by Innkeepers after
June 30, 1996.

ARTICLE VI
CLOSING

6.1 Closing. Closing shall be held at 10:00 a.m. at the
Washington, D.C. offices of Hunton & Williams, 1900 K Street, N.W., Washington,
D.C., on November 1, 1996 at 10:00 a.m. or such later time as the parties shall
mutually agree, provided that Acquiror may automatically extend the Closing for
up to twenty eight (28) additional days in order to complete an audit of the
Contributor's books and records and to complete the conditions to Closing. In
that event, Closing shall be held at the location set forth in the preceding
sentence as soon as practicable. Closing may occur before November 1, 1996, at
Acquiror's election, upon three (3) business days' notice from Acquiror to
Contributor. Possession of the Property shall be delivered to the Acquiror at
Closing, subject only to Permitted Title Exceptions and the Mortgage Documents;
provided, however, that if the Closing occurs on November 4 or 5, which are the
first two business days following the Marriott accounting period ending date of
November 1, the Closing shall be effective on the first day following the
Marriott accounting period closing date, November 1, 1996, at 12:01 a.m.

(a) The certificate required by Section 5.1(b).

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<PAGE> 48

(b) The Deed.

(d) The Bill of Sale [Personal Property].

(e) The Assignment and Assumption Agreement.

(f) Any and all other documentation reasonably requested
by the Acquiror, and at the expense of the Acquiror, or required hereby.

(g) Certificate(s)/Registration of Title for any vehicle
owned by the Contributor and used in connection with the Property.

(h) Such agreements, affidavits or other documents as may
be required by the Title Company to issue the Owner's Title Policy.

(i) The FIRPTA Certificate.

(k) Certified copies of the Contributor's Organizational
Documents.

(l) Recordable releases of all documents which Marriott
International, Inc., or the Manager have filed relating to the franchise or
otherwise.

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the Contributor, and (iv) is enforceable in accordance with its respective
terms.

(o) If required by Acquiror's lender, a valid, final and
unconditional certificate of occupancy for the Real Property and Improvements,
issued by the appropriate governmental authority.

(q) The written consent of the Franchisor to the transfer
of the license, if applicable, and if so required.

(s) All current real estate and personal property tax
bills in the Contributor's possession or under its control.

(u) A letter signed by Contributor authorizing and
directing Marriott and the Manager to provide to Acquiror the following
materials:

(ii) A complete set of all guest registration
cards, guest transcripts, guest histories, and all other available guest
information.

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(iv) A complete list of all advance room
reservations, functions and the like, in reasonable detail so as to enable the
Acquiror to honor the Contributor's or Manager's commitments in that regard.

(v) A list of the Contributor's outstanding
accounts receivable as of midnight on the date prior to the Closing, specifying
the name of each account and the amount due the Contributor.

(vi) All keys for the Property.

(ix) Either (i) a receipt from the [Executive
Director] of the Michigan [Department of Revenue] showing that all sales and
use taxes, interest, and penalties due as of the Closing Date have been paid by
the Contributor or (ii) a certificate from the Department of Revenue that no
such taxes, interest, or penalties are due from the Contributor as of the
Closing Date. In the event the Contributor does not produce such receipt or
certificate at Closing, this covenant shall survive the Closing to the end of
the limitations period for audits relating to such taxes, interest or
penalties. If Acquiror receives notice relating to such taxes, interest or
penalties that Acquiror is or may be liable for such taxes, interest or
penalties, Acquiror shall notify Contributor and Marriott of such notice, and
request Contributor and/or Marriott to pay such taxes, interest or penalties
for any period for which they were obligated to pay. If Contributor or Marriott
refuses or fails to pay such taxes, interest or penalties within sixty (60)
days of such notice, Acquiror agrees to finance

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Contributor's payment of those items in the manner for capital expenditure
reserves set forth in Section 2.7.

(x) An agreement between Acquiror and Jack P.
DeBoer limiting his right, only to the extent set forth therein, to engage in
certain competitive activities with the Acquiror.

6.3 Acquiror's Deliveries. At Closing, the Acquiror shall pay or
deliver to the Contributor the following:

(a) The Contribution Consideration.

(b) The Assignment and Assumption Agreement.

(d) The fully executed Acquiror's Second Amended
Partnership Agreement.

(e) A legal opinion from Hunton & Williams in a form
satisfactory to Contributor's counsel stating that:

(i) this Agreement, and each agreement referred to in
this Agreement which Innkeepers shall execute and deliver in connection with
the transaction contemplated by this Agreement, have been duly authorized by
all necessary action on the part of Innkeepers, have been duly executed and
delivered by the Innkeepers, constitute the valid and binding agreements of
Innkeepers and are enforceable in accordance with their respective terms;

(ii) that the Acquiror's Second Amended Partnership
Agreement has been duly adopted and is in full force and effect;

(iii) the Preferred Partnership Units are duly
authorized, and will be validly issued and outstanding when delivered in
accordance with this Agreement; and

(iv) the appointment of Jack P. DeBoer to the Board
of Trustees of Innkeepers is effective.

(f) The opinion of Hunton & Williams in the form of Item
7 of the Master Addendum that, to the extent that the Contributor receives
Preferred Partnership Units (as opposed to cash

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consideration pursuant to Section 6.4 or otherwise) in connection with the
transfer of the Property to the Acquiror (i) such transfer will be
characterized as a tax-free contribution to Acquiror by Contributor under
Section 721 of the Code and (ii) for Contributor and those partners of
Contributor who execute the Guaranty Agreement, such transfer will not result
in the recognition of income or gain associated with the portion of any
negative capital account balance allocable to the Preferred Partnership Units
(as opposed to cash consideration) upon closing of the contribution (to the
extent that the aggregate negative capital account balance for which tax
deferral is sought does not exceed the aggregate amount of debt that is
guaranteed pursuant to the Guaranty Agreement).

(h) Any other document or instrument reasonably requested
by the Contributor, provided at the expense of Contributor, except as to items
set forth in Section 6.4, or required hereby.

6.4 Closing Costs. Whether or not the transaction contemplated
hereby closes, Acquiror agrees to pay certain costs incurred by Contributor and
Acquiror in preparation for Closing:

(b) Acquiror will pay all costs associated with obtaining
an audit report on the financial statements of Contributor.

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permitted by Section 2.3 or Section 9.5, Acquiror's obligation as to the
foregoing costs in this Section 6.4(c) shall terminate as to costs incurred
after the effective date of such termination. If Contributor willfully or
intentionally breaches or defaults in its obligations under this Agreement at
any time prior to Closing, Acquiror shall not be obligated to pay any of said
costs and the Deposit shall be returned immediately to Acquiror. If Contributor
otherwise breaches or defaults in its obligations under this Agreement,
Acquiror will pay 50% of the costs described in this subsection and incurred by
Contributor prior to the date of termination up to $80,000.

(d) Acquiror shall pay all capital expenditures in the
amounts set forth on Exhibit F.

6.5 Income and Expense Allocations. All income, except from any
Intangible Personal Property, and expenses with respect to the Property, and
applicable to the period of time before and after Closing, determined in
accordance with GAAP, shall be allocated between the Contributor and the
Acquiror. The Contributor shall be entitled to all income and responsible for
all expenses accrued for the period up to but not including the date of
Closing, and the Acquiror shall be entitled to all income and responsible for
all expenses for the period of time from, after and including the date of
Closing. Only adjustments for real estate taxes shall be shown on the
settlement statements (with such supporting documentation as the parties hereto
may require being attached as exhibits to the settlement statements) and shall
increase or decrease (as the case may be) the amount payable by the Acquiror
pursuant to Section 2.4. All other such adjustments shall be made by separate
agreement between the parties and shall be payable by check or wire directly
between the parties. Without limiting the generality of the foregoing, the
following items of income and expense shall be so allocated as of Closing:

(a) Current and prepaid rents, including, without
limitation, prepaid room receipts, function receipts and other reservation
receipts.

(b) Real estate and personal property taxes.

(d) Utility charges (including but not limited to charges
for water, sewer and electricity).

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(e) Wages, vacation pay, pension and welfare benefits and
other fringe benefits of all persons employed at the Property who the Acquiror
elects to employ.

(f) Value of fuel stored on the Property at the price
paid for such fuel by the Contributor, including any taxes.

(g) All prepaid reservations and contracts for rooms
confirmed by Contributor prior to the Closing Date for dates after the Closing
Date, all of which Acquiror shall honor.

(h) The Tray Ledger, which shall be equally divided
between the parties.

Acquiror is assuming, pursuant to Section 2.4(b)(i), accrued but
unpaid interest under the Mortgage Documents; such amount shall not be
pro-rated for income or expense purposes.

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ARTICLE VII
POST CLOSING COVENANTS

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purposes of Section 465 of the Code. The Required Indebtedness shall be further
reduced to the extent that the Contributor, its Partners or their Permitted
Transferees redeem in whole or in part, their Preferred Partnership Units in
exchange for REIT shares, redeem their Preferred Partnership Units in full for
cash, or otherwise dispose of some or all of their Preferred Partnership Units
(other than by a conversion to Common Partnership Units) or die (the Preferred
Partnership Units that are so redeemed, disposed of, or held by transferees of
deceased holders are referred to as "Stepped-Up Basis Units"). In such a case,
the Required Indebtedness shall be reduced by an amount equal to the original
Required Indebtedness prior to any reduction multiplied by a fraction equal to
(i) the aggregate negative capital account balances of the partners of
Contributor listed on Exhibit C to the Guaranty Agreement (the "Initial
Negative Capital Accounts") minus the aggregate negative capital balances
associated with the Stepped-Up Basis Units redeemed or transferred immediately
prior to the reduction of the Required Indebtedness, divided by (ii) the
Initial Negative Capital Accounts. If the Acquiror fails to maintain such level
of debt, then the Acquiror shall pay to the Contributor, its partners, or its
Permitted Transferees the amount of federal and state income taxes (together
with interest and penalties) of the Contributor, its partners, or its Permitted
Transferees which are created by the reduction in debt. To the extent at the
end of the ten (10) year period Acquiror has debt not otherwise guaranteed,
Acquiror, to the extent permitted by lender, will permit Contributor, its
partners, or its Permitted Transferees to guarantee such debt (or to enter into
reimbursement agreements with the Innkeepers Party to whom such debt is
recourse, if any); provided, however, that nothing contained herein shall
prevent Acquiror from incurring, retiring, repaying, or prepaying such debt at
any time after such ten (10) year period.

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without the consent of the Guarantors. Except as specifically permitted
therein, Acquiror shall make no other changes to the Loan Documents without
first giving notice to the Guarantors of such proposed changes and obtaining
either the Guarantors' waiver of any defenses created thereby or reaffirmation
of the guaranty.

7.8 Indemnification with Respect to Mortgage Documents. The
Acquiror shall indemnify and hold harmless Contributor from all liability under
the Mortgage Documents.

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Other Contribution Agreements provided that the following conditions are
satisfied: (i) the principal amount of loan secured by the pledged Preferred
Partnership Units shall not be more than 60% of the face value of such pledged
Preferred Partnership Units, (ii) the principal amount of the loan secured by
the Preferred Partnership Units shall not be more than $7,500,000, (iii) a
mechanism, acceptable to both the DeBoer Affiliated Partnerships (including
Contributor) (or Mr. DeBoer, as the case may be) and the Acquiror, shall be
established that ensures that all distributions on the pledged Preferred
Partnership Units are applied first to make payments of accrued interest and
principal on the loan, and (iv) the pledgor of the Preferred Partnership Units
pledged to secure the loan shall not transfer or redeem such units while the
loan remains outstanding.

ARTICLE VIII
CONDEMNATION; RISK OF LOSS

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ARTICLE IX
LIABILITY OF ACQUIROR; INDEMNIFICATION; TERMINATION RIGHTS

9.2 Indemnification by Contributor. Subject to the provisions of
Section 10.10, the Contributor hereby indemnifies and holds the Acquiror
harmless from and against any and all claims, costs, penalties, damages,
losses, liabilities and expenses (including reasonable attorneys' fees), net of
any insurance proceeds, income tax benefits, or other benefits or recoveries,
that may at any time be incurred by the Acquiror, whether before or after
Closing, as a result of any breach by the Contributor of any of its
representations, warranties, covenants or obligations set forth herein or in
any other document delivered by the Contributor pursuant hereto to the extent
claims of the Acquiror arising under such breaches exceed in the aggregate
$500,000. If the Contributor makes a distribution to its partners of Preferred
Partnership Units during the time period set forth in Section 10.10(a)(ii)
hereof, then for such period only the liability of the partners of Contributor
shall be joint and several to the extent the loss exceeds the assets of
Contributor, but shall be limited to the value of the Preferred Partnership
Units thus distributed. After that time the liability of Contributor's partners
shall be several in proportion to the aggregate amount of Preferred Partnership
Units each such partner receives for the Property being contributed pursuant to
this Agreement, as compared to the total amount of Preferred Partnership Units
being received by Contributor to the extent such Preferred Partnership Units
have been distributed. The liability of Contributor under this Agreement shall
be limited to the sum of the value of Preferred Partnership Units received by
Contributor under this Agreement and the liability of each partner shall be its
prorata share of such Preferred Partnership Units to the extent received by
such partner. For purposes of this paragraph, the Preferred Partnership Units
shall be deemed to have a fair market value equal to the face value. All
indemnification obligations of the partners under this Article IX may be
satisfied by payment in Preferred Partnership Units (or Common Partnership
Units or REIT Shares, if converted) which will be deemed to have the same value
on the payment date as the value of the Preferred Partnership Units on the
Closing Date.

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the Contributor that any proposed adjustment or disallowance by the IRS will
not be contested or protested.

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incurred in connection with the audit or proceeding on behalf of the Interested
Parties.

9.6 Termination by Contributor. If, prior to Closing, the
Acquiror defaults in performing any of its obligations under this Agreement
(including its obligation to acquire the Property), or any of its obligations
under the Other Contribution Agreements, and the Acquiror fails to cure any
such default within ten (10) business days after notice thereof from the
Contributor, then the Contributor's sole remedy for such default shall be to
terminate this Agreement, retain the Deposit and receive reimbursement of its
expenses as discussed in Section 6.4(c). The Contributor and the Acquiror agree
that, in the event of such a default, the damages that the Contributor would
sustain as a result thereof would be difficult if not impossible to ascertain.
Therefore, the Contributor and the Acquiror agree that the Contributor shall
retain the Deposit as full and complete liquidated damages and as the
Contributor's sole remedy.

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ARTICLE X
MISCELLANEOUS PROVISIONS

10.3 Successors and Assigns. This Agreement shall bind and inure
to the benefit of the parties hereto and their respective successors and
assigns.

10.6 Counterparts. To facilitate execution, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties

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hereto appear on each counterpart hereof. All counterparts hereof shall
collectively constitute a single agreement.