INNKEEPERS USA TRUST/FL, 8-K, 1996-05-23

INNKEEPERS USA TRUST/FL
8-K, 1996-05-23
REAL ESTATE INVESTMENT TRUSTS

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT of 1934

Date of Report (Date of Earliest Event Reported) May 8, 1996

INNKEEPERS USA TRUST
(Exact name of registrant as specified in its charter)

Maryland 0-24568 65-0503831
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)

306 Royal Poinciana Way
Palm Beach, Florida 33480
(Address of principal executive offices)

(407) 835-1800
(Registrant's telephone number, including area code)

N/A
(former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

Innkeepers USA Limited Partnership, a Virginia limited partnership (the
"Partnership"), of which Innkeepers Financial Corporation, a wholly owned
subsidiary of Innkeepers USA Trust (the "Registrant"), serves as sole general
partner, consummated the acquisition of a 96-room Residence Inn hotel in Cherry
Hill, New Jersey (the "Cherry Hill Hotel") and a 80-room Residence Inn hotel in
Harrisburg, Pennsylvania (the "Harrisburg Hotel") on May 8, 1996 for a cash
purchase price of $9,675,000 and $6,925,000, respectively. The Cherry Hill
Hotel was purchased from Amerimar Cherry Hill Associates Limited Partnership, a
New Jersey limited partnership, a party unrelated to the Registrant, in a
negotiated transaction. The Harrisburg Hotel was purchased from BA-Harrisburg
Associates, a Pennsylvania general partnership, a party unrelated to the
Registrant, in a negotiated transaction. The purchase price of the Cherry
Hill and Harrisburg Hotels was paid with the proceeds of an existing line of
credit from Nomura Asset Capital Corporation. The Cherry Hill and Harrisburg
Hotels will be leased by the Partnership to JF Hotel, Inc., a corporation
majority owned by Jeffrey H. Fisher, President and a trustee of the
Registrant. JF Hotel, Inc. leases each of the hotel properties owned by the
Partnership pursuant to percentage leases with the Partnership which provide
for rent equal to the greater of (i) fixed base rent or (ii) percentage rent
based on room revenues of the hotel. The percentage lease for the Cherry Hill
and Harrisburg Hotels has a term of ten years. The base rent for the
percentage lease on the Cherry Hill Hotel is $774,000. The percentage rent for
the Cherry Hill Hotel is 30% of room revenue up to $1,700,000, plus 68% of room
revenue in excess of $1,700,000. The base rent for the percentage lease on the
Harrisburg Hotel is $554,000. The percentage rent for the Harrisburg Hotel is
30% of room revenue up to $1,380,000, plus 68% of room revenue in excess of
$1,380,000. The Cherry Hill and Harrisburg Hotels will continue to be operated
as a hotel properties.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS

(a) Financial Statements of the Cherry Hill and Harrisburg Hotels

Audited financial statements will be filed within 60 days as prescribed
by Rule 3-05 of Regulation S-X.

(b) Pro Forma Financial Information

Unaudited pro forma condensed consolidated statements of operations
and balance sheet will be filed within 60 days.

10.1 Agreement of Purchase and Sale dated March 8, 1996 between
Amerimar Cherry Hill Associates Limited Partnership and Innkeepers USA
Limited Partnership (Cherry Hill Hotel).

10.2 Agreement of Purchase and Sale dated March 8, 1996 between
BA-Harrisburg Associates and Innkeepers USA Limited Partnership
(Harrisburg Hotel).

2
<PAGE> 3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

INNKEEPERS USA TRUST

May 21, 1996 /s/ David Bulger
- ------------ -------------------
Date David Bulger
Chief Financial Officer

3
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EXHIBIT INDEX

10.1 10.1 Agreement of Purchase and Sale dated March 8, 1996 between
Amerimar Cherry Hill Associates Limited Partnership and Innkeepers USA
Limited Partnership (Cherry Hill Hotel).

10.2 10.2 Agreement of Purchase and Sale dated March 8, 1996 between
BA-Harrisburg Associates and Innkeepers USA Limited Partnership
(Harrisburg Hotel).

<PAGE> 1
EXHIBIT 10.1

AGREEMENT OF PURCHASE

AND SALE

dated as of March 8, 1996

between

AMERIMAR CHERRY HILL ASSOCIATES LIMITED PARTNERSHIP,
a New Jersey limited partnership,

as Seller,

and

INNKEEPERS USA LIMITED PARTNERSHIP,
a Virginia limited partnership,

as Purchaser

RESIDENCE INN
CHERRY HILL, NEW JERSEY
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TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II
PURCHASE AND SALE; DEPOSIT;
PAYMENT OF PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . 6
2.1 Purchase and Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.2 Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.3 Study Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.4 Payment of Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.5 Allocation of Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . 9
3.1 Organization and Power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.2 Authorization and Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.3 Noncontravention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.4 No Special Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.5 Compliance with Existing Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.6 Operating Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.7 Warranties and Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.8 Condemnation Proceedings; Roadways. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.9 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.10 Labor Disputes and Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.11 Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.12 Operation of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.13 Personal Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.14 Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.15 Zoning. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.16 Historical Districts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.17 Brokerage Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.18 Hazardous Substances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.19 Independent Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.20 Noncompetition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.21 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE IV

PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . 15
4.1 Organization and Power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.2 Authorization and Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

</TABLE>
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<TABLE>
<S> <C> <C>
4.3 Noncontravention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.4 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.5 Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.6 Brokerage Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . 16
5.1. Seller's Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(a) Seller's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(b) Representations, Warranties and Covenants; Obligations of Seller; Certificate. . . . . . . . . . . . 16
(c) Title to Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(d) Condition of Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(e) Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(f) License. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(g) Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(h) Harrisburg Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.2 Purchaser's Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) Purchaser's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Representations, Warranties and Covenants; Obligations of Purchaser; Certificate. . . . . . . . . . 18
(c) Purchaser's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(d) Licensor's Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(e) Harrisburg Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VI
CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.1 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.2 Seller's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.3 Purchaser's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.4 Closing Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.5 Income and Expense Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE VII
CONDEMNATION; RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . 24
7.1 Condemnation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.2 Risk of Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE VIII
LIABILITY OF PURCHASER; INDEMNIFICATION;
TERMINATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . 24
8.1 Liability of Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

</TABLE>

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<TABLE>
<S> <C> <C>
8.2 Indemnification by Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(a) Indemnification by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Indemnification by Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.3 Termination by Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.4 Termination by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE IX
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 27
9.1 Completeness; Modification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.2 Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.3 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.4 Days. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.6 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.7 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.8 Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.9 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.10 Incorporation by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.11 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.12 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.13 No Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.14 Time of Essence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.15 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
</TABLE>

iii
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LIST OF EXHIBITS

Exhibit A - Land

Exhibit B - Employment Agreements

Exhibit C - List of Authorizations

Exhibit D - Operating Agreements

Exhibit E - Form of Representative Letter

Exhibit F - Seller's Limited Partnership Agreement

Exhibit G - Seller's Warranties and Guaranties

iv
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AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT, dated as of the ___ day of ____________, 1996, between
AMERIMAR CHERRY HILL ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited
partnership (the "Seller"), and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia
limited partnership (the "Purchaser"), provides:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION

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

"Act of Bankruptcy" shall mean if a party hereto or any
general partner thereof shall (a) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its Property, (b) admit in writing
its inability to pay its debts as they become due, (c) make a general
assignment for the benefit of its creditors, (d) file a voluntary petition or
commence a voluntary case or proceeding under the Federal Bankruptcy Code (as
now or hereafter in effect), (e) be adjudicated a bankrupt or insolvent, 1.2(a)
file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment
of debts, (b) fail to controvert in a timely and appropriate manner, or
acquiesce in writing to, any petition filed against it in an involuntary case
or proceeding under the Federal Bankruptcy Code (as now or hereafter in
effect), or (c) 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.

"Assignment and Assumption Agreement" shall mean that certain
assignment and assumption agreement whereby the Seller (a) assigns and the
Purchaser assumes the Operating Agreements (except for the Operating Agreements
which permit cancellation by their terms with or without payment of a fee,
which have been canceled at Purchaser's request and for which any cancellation
fees will be paid by Purchaser; however, Purchaser

<PAGE> 7

shall assume Operating Agreements which are being terminated if the effective
date of termination extends beyond the Closing Date provided Seller follows all
necessary procedures to terminate such Operating Agreements promptly after the
end of the Study Period and after receipt of Purchaser's request for
termination), (b) assigns all of the Seller's right, title and interest in and
to the Intangible Personal Property, to the extent assignable, (c) assigns and
the Purchaser assumes all reservations and contracts for rooms after the
Closing Date confirmed by Seller prior to the Closing, and (d) assigns and the
Purchaser assumes unpaid travel agent commissions for reservations after the
Closing Date.

"Authorizations" shall mean the licenses, permits and
approvals required by any governmental or quasi-governmental agency, body or
office for the ownership, operation and use of the Property or any part thereof
and which are listed on Exhibit C hereto.

"Bill of Sale [Inventory]" shall mean that certain bill of
sale conveying title to the Inventory to the Purchaser'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 (to the extent assignable) and the Reservation Hardware from
the Seller to the Purchaser.

"Broker" shall mean Hotel Partners.

"Closing" shall mean the Closing of the purchase and sale of
the Property pursuant to this Agreement.

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

"Deed" shall mean that certain special warranty deed conveying
title to the Real Property from the Seller to the Purchaser, 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, provided Seller reasonably determines
that the legal description on the Survey identifies the same property described
in Seller's owner's policy of title insurance.

"Deposit" shall mean all amounts deposited from time to time
with the Escrow Agent by the Purchaser pursuant to Section 2.2, plus all
interest accrued thereon. The Deposit shall be invested by the Escrow Agent in
a manner acceptable to the Seller and the Purchaser and shall be held and
disbursed by the Escrow Agent in strict accordance with the terms and
provisions of this Agreement.

2
<PAGE> 8

"Employment Agreements" shall mean all employment agreements,
written or oral, between the Seller or its managing agent and the persons
employed with respect to the Property. A schedule indicating all pertinent
information with respect to each Employment Agreement in effect as of the date
hereof, name of employee, social security number, wage or salary, accrued
vacation benefits, other fringe benefits, etc.) is attached hereto as Exhibit
B.

"Environmental Authority" shall mean any Governmental Body
having authority for regulating, monitoring or responding to the production,
use, storage, handling, transportation, disposal or release of, or exposure to,
hazardous or toxic substances.

"Escrow Agent" shall mean a title insurance company acceptable
to both Purchaser and Seller.

"FIRPTA Certificate" shall mean the affidavit of the Seller
under Section 1445 of the Internal Revenue Code certifying that the Seller is
not a foreign corporation, foreign partnership, foreign trust, foreign estate
or foreign person (as those terms are defined in the Internal Revenue Code and
the Income Tax Regulations), in form and substance reasonably satisfactory to
the Purchaser and Seller.

"Franchise Agreement" shall mean that certain Agreement dated
June 1, 1990, between Licensor and Seller relating to the operation of the
Hotel.

"Governmental Body" means any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, with jurisdiction and authority over the
Property.

"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.

"Information" shall mean the information that has been
requested on the Innkeepers USA Trust Due Diligence Information and Acquisition
Checklist and delivered to Seller.

"Insurance Policies" shall mean those certain policies of
insurance currently maintained by Seller with respect to the Property.

"Intangible Personal Property" shall mean all intangible
personal property owned by the Seller and used in connection with the
ownership, operation, leasing,

3
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occupancy or maintenance of the Property, including, without limitation, the
Authorizations, general intangibles, business records, plans and
specifications, surveys pertaining to the Real Property and the Personal
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) rights of the Purchaser under Operating Agreements, (b) the
Seller's cash on hand, in bank accounts and invested with financial
institutions, (c) accounts receivable except for the above described share of
the Tray Ledger, (d) any liquor licenses, and (e) any insurance policies.

"Inventory" shall mean all "inventories of merchandise" and
"inventories of supplies" (as such terms are defined in the Uniform System of
Accounts for Hotels [8th Revised Edition, 1986] as published by the Hotel
Association of New York City, Inc., as the same may be revised) and similar
consumable supplies owned by Seller and located on the Property.

"Land" shall mean that certain parcel of real estate lying and
being in Camden County, New Jersey, 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 Seller 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.

"Licensor" shall mean Marriott International, Inc., and the
successors and assigns thereof.

"Management Agreement" shall mean the agreement entered into
between the Seller and Amerimar Realty Company dated August 1, 1989.

"Manager's knowledge" or other words of similar meaning shall
mean the actual knowledge of Bernard English, Vice President of Amerimar Realty
Company (the "Manager"), upon inquiry and completion of interviews with the
manager of the Hotel.

"Operating Agreements" shall mean the management agreements,
service contracts, equipment leases and other agreements, if any, in effect
that are material to the construction, ownership, operation, occupancy or
maintenance of the Property but excluding the Franchise Agreement and the
Management Agreement. All of the Operating Agreements in force and effect as
of the date hereof are listed on Exhibit D attached hereto.

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

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Purchaser's ownership of fee simple title to the Real Property (including the
marketability thereof) subject only to Permitted Title Exceptions. 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,
subject as aforesaid.

"Permitted Title Exceptions" shall mean those exceptions to
title to the Real Property that are satisfactory to the Purchaser or which
Purchaser shall be deemed to have accepted as determined pursuant to Section
2.3(d).

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

"Purchase Price" shall mean $9,750,000.00 payable in the
manner described in Section 2.4.

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

"Reservation Hardware" shall mean the Seller's computer
terminal hardware and equipment used for taking reservations, and excludes
Licensor's software or system.

"Seller's Organizational Documents" shall mean the limited
partnership agreement of the Seller, a true and correct redacted copy of which
is attached hereto as Exhibit F.

"Study Period" shall mean the period commencing at 9:00 a.m.
on the date hereof, and continuing through 5:00 p.m. on the date that is
forty-five days from the later of (i) the date hereof and (ii) the date
Purchaser receives the Information. If Seller delivers to Purchaser a letter
stating that Seller believes it has delivered all of the Information, and
Purchaser fails within three days thereafter to notify Seller that not all of
the Information has been delivered accompanied by a list of the specific
Information not delivered, Purchaser shall conclusively be deemed to have
received the Information on the date of Seller's notice as aforesaid to
Purchaser.

"Survey" shall mean a survey of the Land prepared at the
direction and expense of Purchaser by a licensed surveyor, and certified to
Purchaser, Seller and the Title Company.

"Tangible Personal Property" shall mean the items of tangible
personal property of every kind located on or used in the operation of the
Hotel and owned by the Seller; provided, however, that the Purchaser agrees
that, all Inventory shall be conveyed to the Purchaser's property manager.

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

"Title Company" shall mean a title insurance company selected
by the Purchaser and authorized to conduct a title insurance business in the
State of New Jersey.

"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
Seller), including any sales taxes, room taxes or other taxes thereon.

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

ARTICLE II
PURCHASE AND SALE; DEPOSIT;
PAYMENT OF PURCHASE PRICE

2.1 Purchase and Sale. The Seller agrees to sell and the
Purchaser agrees to purchase the Property for the Purchase Price and in
accordance with the other terms and conditions set forth herein.

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2.2 Deposit. The Purchaser shall make on the date hereof an
initial deposit of Four Hundred Eighty Seven Thousand Five Hundred Dollars
($487,500.00) with the Escrow Agent (the "Deposit"). The Deposit, plus all
interest that accrues thereon, shall be returned to Purchaser if it fails,
prior to the end of the Study Period, to notify the Seller in writing, pursuant
to Section 2.3, that the Purchaser elects to proceed to Closing. The Deposit,
plus all interest that accrues thereon, shall be (a) applied at the Closing
against the Purchase Price, (b) returned to the Purchaser pursuant to Section
8.3 or (c) paid to the Seller pursuant to Section 8.4. Subject to Section
2.2(c) herein, all interest on the Deposit shall accrue in favor of the
Purchaser.

2.3 Study Period. (a) The Purchaser shall have the right, until
5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser
notifies the Seller that the Purchaser has elected to proceed to Closing in the
manner described below, to enter upon the Real Property and to perform, at the
Purchaser's expense, such economic, surveying, engineering, environmental,
topographic and marketing tests, studies and investigations as the Purchaser
may deem appropriate. If such tests, studies and investigations warrant, in
the Purchaser's sole, absolute and unreviewable discretion, the purchase of the
Property for the purposes contemplated by the Purchaser, then the Purchaser may
elect to proceed to Closing and shall so notify the Seller prior to the
expiration of the Study Period. If for any reason the Purchaser does not so
notify the Seller of its determination to proceed to Closing prior to the
expiration of the Study Period, or if the Purchaser notifies the Seller, in
writing, prior to the expiration of the Study Period that it has determined not
to proceed to Closing, this Agreement automatically shall terminate (except for
Purchaser's obligations under Section 2.3(c) below), the Deposit shall be
returned to the Purchaser and upon return of the Deposit, the Purchaser shall
be released from any further liability or obligation under this Agreement,
except for Purchaser's obligations under Section 2.3(c) below. In the event
prior to the expiration of the Study Period, Purchaser notifies the Seller that
the Purchaser has elected to proceed to Closing as aforesaid, except as
otherwise provided in this Agreement, Purchaser shall be deemed to have
accepted the condition of the Property as of the expiration of the Study Period
(except for material adverse changes in the environmental condition of the
Property that arise after Purchaser conducts its environmental study of the
Property).

(b) During the Study Period, the Seller shall make
available to the Purchaser, 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, or information if any, relating to the operation of the Property
which are in, or come into, the Seller's possession or control. Purchaser
agrees that all entries on the Property by Purchaser or its agents shall be
after reasonable prior notice to the manager, shall be coordinated with the
manager, and shall be conducted in such a manner so as not to interfere with
the operation of the Hotel. Purchaser agrees that it will have no
conversations with employees of Seller or the Manager except as coordinated
with the

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<PAGE> 13

manager of the Hotel and will not discuss the existence of an agreement of sale
or sale of the Hotel until Closing is consummated.

(c) The Purchaser hereby agrees to indemnify, hold
harmless and defend the Seller against any loss, damage or claim to or with
respect to persons or property and the Property arising from or with respect to
entry upon the Real Property by the Purchaser or any agents, contractors or
employees of the Purchaser, such indemnity to survive any termination of this
Agreement. The Purchaser, at its own expense, shall restore any damage to the
Property caused by any of the tests or studies made by the Purchaser or
resulting from or with respect to any such entry. The liability or Purchaser
under this Section 2.3(c) shall not be limited as provided in Section 8.4.

(d) During the Study Period, the Purchaser, at its
expense, shall cause an examination of title to the Property to be made, and,
at least five days prior to the expiration of the Study Period, shall notify
the Seller of any defects in title shown by such examination that the Purchaser
is unwilling to accept. Within three days after such notification, the Seller
shall notify the Purchaser whether or not the Seller is willing to cure such
defects. If the Seller is willing to cure such defects, the Seller shall act
promptly and diligently to cure such defects at its expense, although Seller
shall not be obligated to do so. If such defects consist of mechanics' liens,
tax liens or other liens or charges in a fixed sum or capable of computation as
a fixed sum, are non-consensual and are not being disputed by Seller, the
Seller shall pay and discharge (and the Escrow Agent is authorized to pay and
discharge at Closing) such defects at Closing, such amounts not to exceed
$200,000. In the event such defects consist of deeds of trust, the Seller
shall pay and discharge (and the Escrow Agent is authorized to pay and
discharge at Closing) such defects at Closing. If, for any reason, whether
reasonable or unreasonable, the Seller is unwilling or unable to cure any other
such defects (including liens for amounts greater than $200,000) by Closing, or
if Seller fails to respond to Purchaser's notice of title defects, the
Purchaser shall, as its sole remedy, elect (1) to waive such defects and
proceed to Closing without any abatement in the Purchase Price or (2) to
terminate this Agreement (with Section 2.3(c) surviving) and receive a full
refund of the Deposit. The Seller shall not, after the date of this Agreement,
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 Purchaser's prior written consent. All title matters not objected to by
the Purchaser as provided above shall be deemed Permitted Title Exceptions. If
Purchaser shall fail to notify the Seller of any such title objections by the
end of the Study Period, all such title exceptions (other than those that are
to be paid at Closing as provided above) shall be deemed Permitted Title
Exceptions.

2.4 Payment of Purchase Price. The Purchase Price shall be paid
to the Seller in the following manner:

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<PAGE> 14

(a) The Purchaser shall receive a credit against the
Purchase Price in an amount equal to the Deposit upon receipt by Seller of the
Deposit.

(b) The Purchaser shall pay the balance of the Purchase
Price, as adjusted in the manner specified in Article VI and as set forth
below, to the Seller or other applicable party at Closing by making a wire
transfer of immediately available federal funds to the account of the Seller or
other applicable party as specified in writing by the Seller.

2.5 Allocation of Purchase Price. The parties agree that the
Purchase Price shall be allocated among the various components of the Property
in a manner to be agreed to at Closing.

ARTICLE III
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

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

3.1 Organization and Power. The Seller is a limited partnership
duly formed, validly existing and in good standing under the laws of the State
of New Jersey and has all requisite powers to enter into and perform its
obligations hereunder and under any document or instrument required to be
executed and delivered on behalf of the Seller hereunder.

3.2 Authorization and Execution. This Agreement has been duly
authorized by all necessary action on the part of the Seller, has been duly
executed and delivered by the Seller, constitutes the valid and binding
agreement of the Seller and is enforceable against the Seller.

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

3.4 No Special Taxes. To Manager's knowledge, the Seller has not
received any notice of special taxes or assessments relating to the Property or
any part thereof or any

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<PAGE> 15

planned public improvements that may result in a special tax or assessment
against the Property.

3.5 Compliance with Existing Laws. To Manager's knowledge, the
Seller possesses all Authorizations, and the Authorizations constitute all
licenses, permits and approvals required by any governmental or
quasi-governmental agency, body or office for the ownership, operation and use
of the Property or any part thereof. To Manager's knowledge, each such
Authorization is valid and in full force and effect, no provision, condition or
limitation of any of the Authorizations has been breached or violated in any
material way, and no required licenses or permits are missing which are
material to Hotel operations. To Manager's knowledge, there are no uncured
violations of governmental requirements with respect to the Property, and
Seller has not received notice of violations which are uncured.

3.6 Operating Agreements. The Seller has performed all of its
obligations under each of the Operating Agreements required to be performed to
the date of this Agreement and to Manager's knowledge, 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 default under any of the Operating
Agreements. The Seller 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 Seller enter into
any agreements modifying the Operating Agreements, unless (a) any such
agreement or modification will not bind the Purchaser or the Property after the
date of Closing or (b) the Seller has obtained the Purchaser's prior written
consent to such agreement or modification, which consent shall not unreasonably
be withheld or delayed. Except as otherwise stated herein, the Seller agrees
to cancel and terminate, as of Closing, all of the Operating Agreements which
Purchaser requests in writing, prior to Closing, that remain in effect after
Closing, but only if such Operating Agreements permit termination by their
terms without penalty or payment, or such Operating Agreements permit
termination pursuant to their terms upon a specified payment, only if Purchaser
agrees to, and does, make such payment at Closing. Purchaser acknowledges that
certain Operating Agreements may require notice periods to terminate which may
result in termination after Closing, and these Operating Agreements shall be
assigned pursuant to the Assignment and Assumption Agreement, provided Seller
follows all necessary procedures to terminate such Operating Agreements
promptly after the end of the Study Period and after receipt of Purchaser's
request for termination.

3.7 Warranties and Guaranties. The Seller 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 Purchaser. To Manager's knowledge, a complete list of all such warranties
and guaranties in effect as of this date is attached hereto as Exhibit G.

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3.8 Condemnation Proceedings; Roadways. The Seller has received
no written notice of any condemnation or eminent domain proceeding pending
against the Property or any part thereof. To Manager's knowledge, there are no
eminent domain proceedings threatened against the Property and no imminent or
proposed changes in the route, grade or width of, or otherwise affecting, any
street or road adjacent to or serving the Real Property.

3.9 Litigation. There is no action, suit or proceeding pending
or, to Manager's knowledge, known to be threatened against or affecting the
Seller in any court, before any arbitrator or before or by any Governmental
Body which (a) in any manner raises any question affecting the validity or
enforceability of this Agreement or any other agreement or instrument to which
the Seller 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 Hotel, (c) could materially and adversely affect the ability of the
Seller to perform its obligations hereunder, or under any document to be
delivered pursuant hereto, or (d) could otherwise materially and adversely
affect the Property, any part thereof or any interest therein or the use,
operation, condition or occupancy thereof.

3.10 Labor Disputes and Agreements. There are no actions filed
with respect to labor disputes which are pending or, to Manager's knowledge,
threatened as to the operation or maintenance of the Property or any part
thereof. The Seller 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. To Manager's knowledge, the Seller is not a
party to any employment contracts or agreements other than the Employment
Agreements, and neither the Seller nor its managing agent will, between the
date hereof and the date of Closing, enter into any new employment contracts or
agreements or hire any new employees whose employment is not terminable on or
prior to Closing, except with the prior written consent of the Purchaser, not
to be unreasonably withheld or delayed. The Purchaser will not be obligated to
give or pay any amount to any employee of the Seller or the Seller's managing
agent unless the Purchaser elects to hire that employee, and except for amounts
to be paid pursuant to Section 6.5. The Purchaser shall not have any liability
under any pension or profit sharing plan that the Seller or its managing agent
may have established with respect to the Property or their or its employees.

3.11 Financial Information. To Manager's knowledge, all of the
Seller's financial information, including, without limitation, all books and
records and financial statements ("Financial Information") delivered to
Purchaser by Seller, is correct and complete in all material respects and
presents accurately the results of the operations of the Property for the
periods indicated.

3.12 Operation of Property. The Seller covenants, that between the
date hereof and the date of Closing, it will (a) operate the Property only in
the usual, regular and ordinary

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<PAGE> 17

manner consistent with the Seller's prior practice (except that Seller will not
be required to make any capital expenditures with the exception of expenditures
for routine monthly maintenance items), and (b) maintain its books of account
and records in the usual, regular and ordinary manner, on a basis consistent
with the basis used in keeping its books in prior years. The Seller covenants
it shall continue 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 Seller did prior to the execution of this Agreement. Seller
covenants all advance room bookings and reservations and all meetings and
function bookings shall continue to be booked at rates, prices and charges
heretofore customarily charged by the Seller for such purposes. Seller agrees
not to lower the published rates prior to Closing. Except as otherwise
permitted hereby, from the date hereof until Closing, the Seller covenants it
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 Purchaser's ability to
continue the operation thereof after the date of Closing in substantially the
same manner as presently conducted, or (ii) would cause any of the
representations and warranties contained in this Article III to be untrue as of
Closing. Seller covenants it shall deliver to the Purchaser daily reports (on
a weekly basis) showing the income and monthly reports showing expenses of the
Hotel and all departments thereof, together with such periodic information with
respect to room reservations and other bookings, as the Seller customarily
keeps internally for its own use.

3.13 Personal Property. All of the Tangible Personal Property (to
the extent assignable), Intangible Personal Property (to the extent assignable)
and Inventory being conveyed by the Seller to the Purchaser or to the
Purchaser's managing agent, lessee or designee, are free and clear of all
liens, leases and other encumbrances and will be so on the date of Closing and
the Seller has good, merchantable title thereto and, to the extent assignable,
the right to convey same in accordance with the terms of the Agreement.

3.14 Bankruptcy. No Act of Bankruptcy has occurred with respect to
the Seller or any of the partners of the Seller.

3.15 Zoning. To Manager's knowledge, the current use and occupancy
of the Property 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.

3.16 Historical Districts. To Manager's knowledge, 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.

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3.17 Brokerage Commission. Except for the Broker, the Seller 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 for any brokerage or
finder's fee, commission or other amount with respect to the transactions
described herein.

3.18 Hazardous Substances. Except to the extent disclosed
in the Phase I and Partial Phase II Environmental Site Assessment given by
Seller to Purchaser prepared by Underwood Engineering Testing Co., Inc., and
dated August 26, 1991, Manager has no knowledge of (a) the presence of any
"Hazardous Substances" (as defined below) 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 used, or stored on, the Property, or any portion thereof, and (d)
any failure of the Property 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 (as used herein,
"Hazardous Substances" shall mean any substance or material (excluding those
used in connection with the operation of the Property in accordance with
applicable laws and trace amounts thereof generated in the operation of the
Property, such as, without limitation, petroleum waste products on surface
parking lots and driveways) 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 Environmental Authority, or (3) a basis for liability
of the owner of the Property to any Environmental Authority 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).

3.19 Independent Audit. Seller covenants it shall provide access
to Purchaser's representatives, to all financial and other information relating
to the Property which would be sufficient to enable them to prepare audited
financial statements for the period from May 1, 1994 to June 1, 1996 in
conformity with Regulation S-X of the Securities and Exchange Commission (the
"Commission") and to enable them to prepare a registration statement, report or
disclosure statement for filing with the Commission. Seller covenants it shall
also provide to Purchaser's representatives a signed representative letter in
the form attached hereto as Exhibit E.

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Amerimar Cherry Hill Associates Limited Partnership and shall not apply to any
of its successors, assigns, affiliates, partners, employees, or other
representatives.

3.21 Insurance. Seller covenants that between the date of this
Agreement and consummation of Closing, Seller shall maintain the level of
insurance coverage it currently maintains for the Property.

Each of the representations, warranties and covenants contained in this Article
III and its various subparagraphs are intended for the benefit of the Purchaser
and may be waived in whole or in part, by the Purchaser, but only by an
instrument in writing signed by the Purchaser. Each of the representations and
warranties of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11,
3.13, 3.14, 3.15, 3.16, and 3.17 of this Article III shall survive the closing
of the transactions contemplated hereby for the earlier to occur of one (1)
year after the Closing Date or a sale assignment or other transfer of the
Property by Purchaser (unless Purchaser makes a claim by notice in writing to
Seller in connection with the untruth or inaccuracy of such representation or
warranty within such one (1) year period, in which event the representation or
warranty that is the subject of such claim shall survive until such claim is
finally resolved) except to the extent that Seller gives Purchaser written
notice prior to Closing of the untruth or inaccuracy of any representation or
warranty, or Purchaser otherwise obtains actual knowledge prior to Closing of
the untruth or inaccuracy of any representation or warranty, and Purchaser
nevertheless elects to close this transaction (in which event the same shall
not survive). The representations and warranties set forth in Section 3.18
shall survive the Closing for the earlier to occur of two (2) years after the
Closing Date or a sale, assignment or other transfer of the Property by
Purchaser and the representations and warranties set forth in Section 3.20
shall survive the Closing for the earlier to occur of five (5) years after the
Closing Date or a sale, assignment or other transfer of the Property by
Purchaser. Unless this Agreement provides that they shall survive Closing, no
warranty, representation or covenant shall survive Closing and shall be deemed
merged into the deed of conveyance and other instruments of transfer. Except
as provided above, no investigation, audit, inspection, review or the like
conducted by or on behalf of the Purchaser shall be deemed to terminate the
effect of any such representations, warranties and covenants, it being
understood that the Purchaser has the right to rely thereon and that each such
representation, warranty and covenant constitutes a material inducement to the
Purchaser to execute this Agreement and to close the transaction contemplated
hereby and to pay the Purchase Price to the Seller. Notwithstanding anything
in this Agreement to the contrary, Seller shall not be liable to Purchaser for
any loss Purchaser may suffer by reason of a breach or any warranties, except
to the extent (and only in excess of such loss) exceeds $25,000, subject
nevertheless to the limitations of Section 8.3.

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<PAGE> 20

ARTICLE IV
PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

To induce the Seller to enter into this Agreement and to sell the
Property, the Purchaser hereby makes the following representations, warranties
and covenants with respect to the Property, upon each of which the Purchaser
acknowledges and agrees that the Seller is entitled to rely and has relied:

4.1 Organization and Power. The Purchaser is a limited
partnership duly organized, validly existing and in good standing under the
laws of the State 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 and any document or instrument required to be executed and
delivered on behalf of the Purchaser hereunder.

4.2 Authorization and Execution. Subject to Section 5.1(e), this
Agreement has been duly authorized by all necessary action on the part of the
Purchaser, has been duly executed and delivered by the Purchaser, constitutes
the valid and binding agreement of the Purchaser and is enforceable against the
Purchaser.

4.3 Noncontravention. The execution and delivery of this
Agreement and the performance by the Purchaser of its obligations hereunder do
not and will not contravene, or constitute a default under, any provisions of
applicable law or regulation, the Purchaser's partnership agreement or any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Purchaser or result in the creation of any lien or other encumbrance on any
asset of the Purchaser.

4.4 Litigation. There is no action, suit or proceeding, pending
or known to be threatened, against or affecting the Purchaser in any court or
before any arbitrator or before any Governmental Body which (a) in any manner
raises any question affecting the validity or enforceability of this Agreement
or any other agreement or instrument to which the Purchaser 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 Purchaser, (c) could
materially and adversely affect the ability of the Purchaser 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 adversely affect the Property, any part thereof or any
interest therein or the use, operation, condition or occupancy thereof.

4.5 Bankruptcy. No Act of Bankruptcy has occurred with respect to
the Purchaser.

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<PAGE> 21

4.6 Brokerage Commission. The Purchaser 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 for any brokerage or finder's fee,
commission or other amount with respect to the transaction described herein.

Each of the representations, warranties and covenants contained in
this Article IV and its various subparagraphs are intended for the benefit of
Seller and may be waived in whole or in part, by the Seller, but only by an
instrument in writing signed by the Seller. Each of said representations and
warranties of this Article IV shall survive the closing of the transactions
contemplated hereby for a period of one (1) year after the Closing Date (unless
Seller makes a claim by notice in writing to Purchaser in connection with the
untruth or inaccuracy of such representation or warranty within such one (1)
year period, in which event the representation or warranty that is the subject
of such claim shall survive until such claim is finally resolved) except to the
extent that Purchaser gives Seller written notice prior to Closing of the
untruth or inaccuracy of any representation or warranty, or Seller otherwise
obtains actual knowledge prior to Closing of the untruth or inaccuracy of any
representation or warranty, and Seller nevertheless elects to close this
transaction. No investigation, audit, inspection, review or the like conducted
by or on behalf of the Seller shall be deemed to terminate the effect of any
such representations, warranties and covenants, it being understood that Seller
has the right to rely thereon and that each such representation, warranty and
covenant constitutes a material inducement to the Seller to execute this
Agreement and complete Closing. Notwithstanding anything in the Agreement to
the contrary, Purchaser shall not be liable to Seller for any loss Seller may
suffer by reason of a breach of any warranties except to the extent (and only
in excess of) such loss exceeds $25,000 subject nevertheless to the limitations
of Section 8.4.

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS

5.1. Seller's Conditions Precedent. The Purchaser's obligations
hereunder are subject to the satisfaction of the following conditions precedent
and the compliance by the Seller with the following covenants:

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

(b) Representations, Warranties and Covenants;
Obligations of Seller; Certificate. All of the Seller's 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 the Property

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<PAGE> 22

since the date of the expiration of the Study Period, the Seller shall have
performed all of its covenants and other obligations under this Agreement and
the Seller shall have executed and delivered to the Purchaser at Closing a
certificate to the foregoing effect which shall provide that it is subject to
the same limitations as provided in the last paragraph of Article III.

(c) Title to Property. Seller's title to the Real
Property and to the Tangible Personal Property at Closing shall be free and
clear of all liens, leases, encumbrances, restrictions, conditions and
agreements except for Permitted Title Exceptions and those exceptions that are
to be paid by Seller at Closing as provided in Section 2.3(d). The Seller
shall not have taken any action from the date hereof and through and including
the date of Closing that would adversely affect the status of title to the Real
Property.

(d) 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 the same condition at Closing as
they are as of the date hereof, reasonable wear and tear excepted.
Notwithstanding the foregoing, in the event Purchaser notifies Seller that
Purchaser has elected to proceed to Closing as provided in Section 2.3 above,
Purchaser shall be deemed to have accepted the condition of the Property as of
the last day of the Study Period (except for material adverse changes in the
environmental condition of the Property that arise after Purchaser conducts its
environmental study of the Property). Prior to Closing, the Seller shall not
have materially diminished the quality or quantity of maintenance and upkeep
services heretofore provided to the Real Property and the Tangible Personal
Property, taking into account cyclical history and force majeure, and the
Seller shall not have materially depleted the Inventory, taking into account
cyclical history and force majeure. The Seller shall not have removed or
caused or permitted to be removed any material part or portion of the Real
Property or, except for consumables (which shall be replaced in Seller's normal
manner), material portions of the Tangible Personal Property unless the same is
replaced, prior to Closing, with similar items of at least equal quality and
acceptable to the Purchaser.

(e) Approvals. The obligations of the Purchaser under
this Agreement are subject to the approval ("Board Approval") at least 5 days
prior to the expiration of the Study Period of the (i) board of directors of
Innkeepers Financial Corporation, a Virginia corporation, general partner of
the Purchaser, and (ii) the board of trustees of Innkeepers USA Trust, a
Maryland real estate investment trust (the "REIT"). If Purchaser does not
notify Seller in writing prior to expiration of the Study Period that Board
approval has not been obtained, this condition shall be deemed waived.

(f) License. From the date hereof to and including the
Closing Date, Seller shall comply with and perform all of the duties and
obligations of licensee under the Franchise Agreement.

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<PAGE> 23

(g) Management Agreement. The Seller shall have (1)
canceled the Management Agreement effective on or before the Closing Date and
(2) paid any termination fees required thereunder.

(h) Harrisburg Closing. BA-Harrisburg Associates shall
not have committed a material default under that certain Agreement of Purchase
and Sale with Purchaser of even date herewith.

In the event Closing is consummated, all conditions precedent of
Purchaser's obligations shall be deemed satisfied or waived.

5.2 Purchaser's Conditions Precedent. The Seller's obligations
hereunder are subject to the satisfaction of the following conditions precedent
and the compliance by the Purchaser with the following covenants:

(a) Purchaser's Deliveries. The Purchaser, or the Escrow
Agent, as the case may be, shall have delivered to the Seller the Purchase
Price.

(b) Representations, Warranties and Covenants;
Obligations of Purchaser; Certificate. All of the Purchaser's 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, the Purchaser shall have
performed all of its covenants and other obligations under this Agreement and
the Purchaser shall have executed and delivered to the Seller at Closing a
certificate to the foregoing effect which shall provide that it is subject to
the same limitations as provided in the last paragraph of Article IV.

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

(d) Licensor's Release. Licensor shall have released
Seller from its obligations under the Franchise Agreement in writing as
provided in the Franchise Agreement (the "Release").

(e) Harrisburg Closing. Closing under that certain
Agreement of Purchase and Sale of even date herewith between BA-Harrisburg
Associates, and Purchaser shall occur simultaneously with the Closing.

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<PAGE> 24

ARTICLE VI
CLOSING

6.1 Closing. Closing shall be held at 10:00 a.m. at the offices
of Hunton & Williams, 2000 Pennsylvania Avenue, N.W., Washington, D.C., on the
day specified in a notice from Purchaser to Seller given at least 5 days in
advance of Closing, such date to be within the fifteen (15) days following
expiration of the Study Period. Possession of the Property shall be delivered
to the Purchaser at Closing, via the aforesaid special warranty deed.

6.2 Seller's Deliveries. At Closing, the Seller shall deliver to
Purchaser all of the following instruments, each of which shall have been duly
executed and, where applicable, acknowledged on behalf of the proper party 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) Certificate(s)/Registration of Title for any
vehicle owned by the Seller and used in connection with the Property.

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

(h) The FIRPTA Certificate.

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

(j) Certified copies of the Seller's
Organizational Documents.

(k) If required under Seller's Organizational
Documents, appropriate consents of the partners of the Seller, together with
appropriate resolutions of the board of directors of the general partner of the
Seller, and all other necessary approvals and consents of the Seller,
authorizing (A) the execution on behalf of the Seller of this

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<PAGE> 25

Agreement and the documents to be executed and delivered by the Seller prior
to, at or otherwise in connection with Closing, and (B) the performance by the
Seller of its obligations hereunder and under such documents.

(l) The originals of such agreements or copies
certified by Seller to be true, correct and complete, of all Operating
Agreements being assigned to Purchaser, and if to the extent required
thereunder, the consent to such assignment to Purchaser of the other parties to
such Operating Agreements.

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

(n) Copies of all current real estate and
personal property tax bills in the Seller's possession or under its control.

(o) An affidavit from the Manager setting forth
the date through which all employees have been paid and setting forth and
describing, in detail, as to each employee, all accrued but unpaid vacation pay
and other fringe benefits.

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

(q) An updated schedule of 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.

(r) A complete list of all advance room
reservations, functions and the like, in reasonable detail so as to enable the
Purchaser to honor the Seller's commitments in that regard.

(s) A list of the Seller'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 Seller.

(t) All keys for the Property shall remain on the
Property.

(u) All books, records, operating reports,
appraisal reports, files and other materials in the Seller's possession or
control which are necessary in the Purchas-

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<PAGE> 26

ers discretion to maintain continuity of operation of the Property (Seller is
permitted to retain a copy thereof).

(v) Written notice prepared by Purchaser, in form
reasonably acceptable to Seller, executed by Seller notifying all interested
parties, that the Property has been conveyed to the Purchaser and directing
that all payments, inquiries and the like be forwarded to the Purchaser at the
address to be provided by the Purchaser.

(w) To the extent permitted under applicable law,
on forms prepared by Purchaser, subject to Seller's reasonable approval,
documents of transfer necessary to transfer to the Purchaser the Seller's
employment rating for workmens' compensation and state unemployment tax
purposes.

(x) Any other document or instrument reasonably
requested by the Purchaser or required hereby.

If Closing is consummated, Seller shall be deemed to have delivered to
Purchaser all items referred to in this Section 6.2, or the required items
shall be deemed waived by Purchaser.

6.3 Purchaser's Deliveries. At Closing, the Purchaser shall pay
or deliver to the Seller the following, each of which documents shall have been
duly executed and, where applicable, acknowledged on behalf of Purchaser and
shall be dated as of the date of Closing:

(a) The Purchase Price.

(b) The Assignment and Assumption Agreement.

(c) Certified copies of the certificate of limited
partnership of the Purchaser and the current limited partnership agreement of
Purchaser.

(d) If required under the organizational documents of
Purchaser referenced in Section 6.3(c) herein appropriate consents of the
partners of the Purchaser, together with appropriate resolutions of the board
of directors of the general partner of the Purchaser and approvals of the board
of trustees the REIT, and all other necessary approvals and consents of the
Purchaser, authorizing (A) the execution on behalf of the Purchaser of this
Agreement and the documents to be executed and delivered by the Purchaser prior
to, at or otherwise in connection with Closing, and (B) the performance by the
Purchaser of its obligations hereunder and under such documents.

(e) the Release

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<PAGE> 27

(f) A certificate providing that Purchaser's
representations and warranties in this Agreement are true and correct as of the
date hereof and as of the date of Closing as if then made.

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

(h) Any other document or instrument reasonably requested
by the Seller or required hereby.

6.4 Closing Costs. Except as is otherwise provided in Article
VII, each party hereto shall pay its own legal fees and expenses. All filing
fees for the Deed and other documents to be recorded and all charges for title
insurance premiums shall be borne by the Purchaser. The Seller shall pay the
Broker's commission and for the releases of any deeds of trust, mortgages and
other financing encumbering the Property. The Purchaser shall pay all other
costs (except any costs incurred by the Seller for its own account) in carrying
out the transactions contemplated hereunder.

6.5 Income and Expense Allocations. All income and expenses with
respect to the Property, and applicable to the period of time before and after
Closing, determined in accordance with sound accounting principles consistently
applied, shall be allocated between the Seller and the Purchaser. The Seller
shall be entitled to all income and responsible for all expenses for the period
of time up to but not including the date of Closing, and the Purchaser shall be
entitled to all income and responsible for all expenses for the period of time
from, after and including the date of Closing. All adjustments 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
Purchaser pursuant to Section 2.4. Without limiting the generality of the
foregoing, the following items of income and expense shall be allocated at
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) Lienable utility charges. Seller shall have all
utility meters read as of the day prior to Closing and shall have final bills
sent to Seller. Purchaser shall arrange for

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<PAGE> 28

its own utility service from and after Closing. Seller shall be entitled to
have returned to Seller all deposits made to utility companies to provide
service to Seller.

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

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

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

(h) All real estate transfer taxes shall be divided
equally between the parties, except Purchaser shall pay all transfer taxes
payable with respect to any consideration paid outside this Agreement, pursuant
to any agreement as to which Purchaser or its successors or assigns are a party
and as to which Seller is not a party, and at Closing Purchaser shall present
evidence of payment of the same. This Section 6.5(h) shall survive Closing.

(i) The amount of unused meter postage shall be added to
the Purchase Price.

(j) Vending machine income.

(k) All monies in house banks and cash registers shall be
added to the Purchase Price provided they are assigned to Purchaser or remain
on the Property.

The Seller shall be required to pay all sales taxes and similar
impositions for periods prior to the date covered by the Tray Ledger. The
Purchaser shall be required to pay all sales taxes and similar impositions
currently for all periods from and after the day covered by the Tray Ledger.

Purchaser shall not be obligated to collect any accounts receivable or
revenues accrued prior to the Closing Date for Seller, and Seller shall retain
the right to receive the same, but if Purchaser collects same, such amounts
will be promptly remitted to Seller in the form received.

If accurate allocations cannot be made at Closing because current
bills are not obtainable (as, for example, in the case of utility bills or tax
bills), the parties shall allocate such income or expenses at Closing on the
best available information, subject to adjustment upon receipt of the final
bill or other evidence of the applicable income or expense. All allocations
shall become final one year after Closing except for taxes or impositions of
any governmental authority. Any income received or expense incurred by the
Seller or the

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<PAGE> 29

Purchaser with respect to the Property after the date of Closing shall be
promptly allocated in the manner described herein and the parties shall
promptly pay or reimburse any amount due. The Seller shall pay at Closing all
special assessments and taxes applicable to the Property.

ARTICLE VII
CONDEMNATION; RISK OF LOSS

7.1 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 Seller shall give
written notice thereof to the Purchaser promptly after the Seller learns or
receives notice thereof. If all or any part of the Real Property is, or is to
be, so condemned or sold, the Purchaser shall have the right to terminate this
Agreement pursuant to Section 8.3. If the Purchaser elects not 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 Purchaser at Closing upon payment of the full Purchase Price
to Seller.

7.2 Risk of Loss. The risk of any loss or damage to the Property
prior to the recordation of the Deed shall remain upon the Seller. If any such
loss or damage occurs prior to Closing and the cost to repair reasonably is
estimated to exceed $100,000, the Purchaser shall have the right to terminate
this Agreement pursuant to Section 8.3. If the Purchaser 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
Purchaser at Closing upon payment of the full Purchase Price to Seller.

ARTICLE VIII
LIABILITY OF PURCHASER; INDEMNIFICATION;
TERMINATION RIGHTS

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

8.2 Indemnification by Parties.

(a) Indemnification by Seller. Subject to the
limitations set forth in Section 8.3, and only to the extent (and only such
excess) such loss exceeds $25,000, the Seller hereby indemnifies and holds the
Purchaser harmless from and against any and all claims, costs, penalties,
damages, losses, liabilities and expenses (including reasonable attorneys'
fees), that may at any time be incurred by the Purchaser, whether before or
after the Closing

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<PAGE> 30

Date, as a result of (1) any breach by the Seller of any of its
representations, warranties, covenants or obligations set forth herein except
for any breach of a representation or warranty of which Purchaser had actual
knowledge prior to the Closing Date and nevertheless elected to consummate the
Closing, (2) the ownership or operation of the Property prior to the Closing
Date, including but not limited to, any and all liabilities incurred, resulting
from, or in any way arising out of, any injury to persons or damage to property
happening or occurring prior to the Closing Date, in or on the Property or in
connection with the operation of the Seller or the Property, (3) any and all
liabilities of the Seller or the partners of Seller of any nature, whether
accrued, absolute or contingent or otherwise, whether arising from the conduct
of the business of the Seller from its inception to the Closing Date, or
existing prior to the Closing Date, and (4) any and all liabilities of or
claims against the Seller arising out of breaches, acts or omissions occurring
prior to the Closing Date under or relating to any contract or commitment or
alleged contract or commitment of any nature entered into or made by the
Seller, any of the partners of the Seller, or any affiliate of them prior to
the Closing Date, including, without limitation, any claim for brokerage fees
or expenses for which the partners or the Seller are responsible and any claim
by any governmental agency or authority for any tax under the laws of any state
or country.

(b) Indemnification by Purchaser. Subject to the
limitations set forth in Section 8.4 and only to the extent (and only such
excess) such loss exceeds $25,000, the Purchaser hereby indemnifies and holds
Seller harmless from and against any and all claims, costs, penalties, damages,
losses, liabilities and expenses (including reasonable attorneys' fees) that
may at any time be incurred by Seller, whether before or after Closing, as a
result of (1) any material breach by the Purchaser of any of its
representations, warranties, covenants or obligations set forth herein except
for any breach of a representation or warranty of which Seller had actual
knowledge prior to the Closing Date and nevertheless elected to consummate the
Closing, (2) the ownership or operation of the Property on or after the Closing
Date, including but not limited to, any and all liabilities incurred, resulting
from, or in any way arising out of, any injury to persons or damage to property
happening or occurring on or after the Closing Date, in or on the Property or
in connection with the operation of the Purchaser or the Property, (3) any and
all liabilities of the Purchaser or the partners of Purchaser of any nature,
whether accrued, absolute or contingent or otherwise, whether arising from the
conduct of the business of the Purchaser from its inception to the Closing
Date, or existing on or after the Closing Date, and (4) any and all liabilities
of or claims against the Purchaser arising out of breaches, acts or omissions
occurring on or after the Closing Date under or relating to any contract or
commitment or alleged contract or commitment of any nature entered into or made
by or assumed by the Purchaser, any of the partners of the Purchaser, or any
affiliate of them on or after the Closing Date, including, without limitation,
any claim for brokerage fees or expenses for which the partners or the
Purchaser are responsible and any claim by any governmental agency or authority
for any tax under the laws of any state or country.

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<PAGE> 31

The provisions of this Section 8.2 shall survive the Closing of the
transaction contemplated hereby for a period of one (1) year (or a shorter
period if elsewhere in this Agreement so provided) after the Closing Date
(unless Purchaser or Seller makes a claim by notice in writing to the other
party in connection with any such representation, warranty, covenant or
obligation that is the subject of such claim shall survive until such claim is
finally resolved).

8.3 Termination by Purchaser. If any condition precedent to
Purchaser's obligation set forth herein cannot or will not be satisfied prior
to Closing, or upon the occurrence of any other event that would entitle the
Purchaser to terminate this Agreement and its obligations hereunder, and the
Seller fails to cure any such matter within ten business days after notice
thereof from the Purchaser, the Purchaser, at its option, as its sole remedy,
may elect either (a) to terminate this Agreement, in which event the Deposit
shall be forthwith returned to the Purchaser and all other rights and
obligations of the Seller and the Purchaser 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 2.3(c), 3.17 and 4.6. If the
Purchaser terminates this Agreement as a consequence of a misrepresentation or
breach of a warranty or covenant by the Seller, or a failure by the Seller to
perform its obligations hereunder, the Purchaser shall retain all remedies
accruing as a result thereof including but not limited to the right to specific
performance of this Agreement. Notwithstanding anything in this Agreement to
the contrary, Seller's liability under this Agreement shall be limited to an
amount equal to the amount of the Deposit.

8.4 Termination by Seller. If, prior to Closing, the Purchaser
defaults in performing any of its obligations under this Agreement (including
its obligation to purchase the Property), and the Purchaser fails to cure any
such default within ten business days after notice thereof from the Seller,
then the Seller's sole remedy for such default shall be either (a) to waive
such default and proceed to consummate Closing, or (b) to terminate this
Agreement and retain the Deposit. Notwithstanding any termination hereof, the
parties shall nevertheless remain liable under Sections 2.3(c), 3.17 and 4.6.
The Seller and the Purchaser agree that, in the event of such a default, the
damages that the Seller would sustain as a result thereof would be difficult if
not impossible to ascertain. Therefore, the Seller and the Purchaser agree
that, the Seller shall retain the Deposit as full and complete liquidated
damages and as the Seller's sole remedy.

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ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1 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.

9.2 Assignments. The Purchaser may not assign its rights under
this Agreement and any attempt to do so shall be a default of Purchaser without
any requirement of Seller to provide notice of default to Purchaser.

9.3 Successors and Assigns. Subject to the restrictions of
Section 9.2, this Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.

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

9.5 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 New Jersey.

9.6 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.

9.7 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.

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<PAGE> 33

9.8 Costs. Regardless of whether Closing occurs hereunder, and
except as otherwise expressly provided herein, each party hereto shall be
responsible for its own costs in connection with this Agreement and the
transactions contemplated hereby, including without limitation fees of
attorneys, engineers and accountants.

9.9 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be transmitted by
facsimile transmission, sent prepaid by Federal Express (or a comparable
overnight delivery service), charges prepaid, return receipt requested, 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.

<TABLE>
<S> <C>
If to the Seller: AMERIMAR CHERRY HILL ASSOCIATES LIMITED PARTNERSHIP
c/o Amerimar Realty Company
210 West Rittenhouse Square
Suite 1900
Philadelphia, Pennsylvania 19103
Attn: Mr. David G. Marshall
Fax: (215) 893-6060

with a copy to: Blank Rome Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, Pennsylvania 19103
Attn: Jon G. Hillsberg, Esquire
Fax: (215) 569-5555

If to the Purchaser: INNKEEPERS USA LIMITED PARTNERSHIP
306 Royal Poinciana Plaza
Palm Beach, Florida 33487
Attn: Mr. Jeffrey H. Fisher
Fax: (407) 835-0457

with a copy to: Hunton & Williams
2000 Pennsylvania Avenue, N.W.
Suite 9000
Washington, D.C. 20006
Attn: John M. Ratino, Esq.
Fax: (202) 778-2221
</TABLE>

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<PAGE> 34

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.

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

9.11 Survival. Only those representations and warranties of the
Seller and the Purchaser made in, or pursuant to, this Agreement specifically
stated to survive Closing shall survive Closing and shall not merge into the
Deed or any other document or instrument executed and delivered in connection
herewith for the period stated at the end of Article III and Article IV.
Appropriate covenants shall survive if by the specific terms thereof it is
stated that such covenant shall survive Closing. All other representations,
warranties and covenants shall not survive Closing and shall be deemed merged
into the deeds and other documents of conveyance.

9.12 Further Assurances. The Seller and the Purchaser 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.

9.13 No Partnership. This Agreement does not and shall not be
construed to create a partnership, joint venture or any other relationship
between the parties hereto except the relationship of seller and Purchaser
specifically established hereby.

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

9.15 Confidentiality. Purchaser and Seller and their respective
representatives, including any brokers or other professionals representing
them, shall keep the existence and terms of this Agreement strictly
confidential, except (a) to the extent disclosure must be made to enable the
parties to perform acts necessary to consummate Closing or take actions
permitted under this Agreement, and (b) disclosure to attorneys, accountants
and other professionals who are similarly bound to confidentiality, and (c)
disclosure to the public to the extent necessary or desirable in order to
comply with the requirements of the Securities and Exchange Commission, and (d)
such confidentiality no longer shall apply from and after consummation of
Closing.

29
<PAGE> 35

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

<TABLE>
<S> <C>
SELLER:
------

AMERIMAR CHERRY HILL ASSOCIATES LIMITED PARTNERSHIP

By: ___________________________, a __________
___________________ its general partner

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

PURCHASER:
---------

INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership

By: Innkeepers Financial Corporation, a Virginia Corporation, its sole
general partner

By:
------------------------------------------------------------------
Name: Jeffrey H. Fisher
Title: President
</TABLE>

30
<PAGE> 36

EXHIBIT A

LEGAL DESCRIPTION

Along a line common with said northerly right-of-way line of New Jersey State
Highway Route 70, S.56 Degrees-20'-26"E. a distance of 4.93 feet to a point in
the northerly right-or-way line of New Jersey State Highway Route 70 and being
the point and place of BEGINNING.

BEGINNING at a point in the intersection of the easterly right-of-way
line of Old Cuthbert Road (50 feet wide) and the southerly right-of-way line of
Relocated Old Cuthbert Road (50 feet wide); and extending thence

1. Along a line common with said easterly right-or-way line of
Old Cuthbert Road, S.33 Degrees-36'-10"W. as distance of 3.37 feet to a point
common with Lot 2B; and extending thence

2. Along a line common with said Lot 2B, S.56 Degrees-20'-26"E. a
distance of 106.63 feet to a point; and extending thence

3. Along a line common with said Lot 2B, S.41 Degrees-46'-16"E. a
distance of 3.79 feet to a point and extending thence

4. Along a common line with said Lot 2B, S. 33 Degrees-39'-24"W.,
a distance of 192.15 feet to a point common with said Lot 2B and the said
northerly right-of-way line of New Jersey State Highway Rout 70; and extending
thence

5. Along the said northerly right-of-way line of New Jersey State
Highway Route 70, S.56 Degrees-20'- 26"E., a distance of 184.52 feet to a point
on said northerly right-of-way line of New Jersey State Highway Route 70 and
the westerly right-of-way line of said Relocated Old Cuthbert Road; and
extending thence

6. Along a line common with said westerly right-of-way line of
Relocated Old Cuthbert Road, N.78 Degrees- 39'-34"E. a distance of 28.28 feet
to a point; and extending thence

7. Along a line common with said westerly right-of-way line of
Relocated Old Cuthbert Road, N. 33 Degrees-39'-34" E. as distance of 41.66
feet to a point and extending thence

8. Along a long common with said westerly right-of-way line of
Relocated Old Cuthbert Road curving to the left an arc distance of 131.65 feet
and having a radius of 100.00 feet to a point; and extending thence

9. Along a line common with said southerly right-of-way line of
Relocated Old Cuthbert Road, N. 41 Degrees-46'-16"W. a distance of 223.78 feet
to a point; and extending thence

10. Along a line common with the southerly right-of-way line of
Relocated Old Cuthbert Road, S.85 Degrees-54'-59"W. a distance of 29.83 feet
to a point common with the easterly right-of-way line of Old Cuthbert Road and
being the point and place of BEGINNING.

<PAGE> 37

Tract 01 and 02 comprising Lots 2AA and 2AB, Block 464 on the official Tax Map
of the Township of the Township of Cherry Hill, County of Camden and State of
New Jersey.

Tract 01 and 02 being separated by the right-of-way of Relocated Old Cuthbert
Road.

Containing therein 6.290 acres

<PAGE> 38

EXHIBIT B

EMPLOYMENT AGREEMENTS

<PAGE> 39

EXHIBIT C

LIST OF AUTHORIZATIONS

<PAGE> 40

EXHIBIT D

OPERATING AGREEMENTS

<PAGE> 41

EXHIBIT E

FORM OF REPRESENTATIVE LETTER

<PAGE> 42

EXHIBIT F

SELLER'S LIMITED PARTNERSHIP AGREEMENT

<PAGE> 43

EXHIBIT G

SELLER'S WARRANTIES AND GUARANTIES

<PAGE> 1
EXHIBIT 10.2

AGREEMENT OF PURCHASE

AND SALE

dated as of March 8, 1996

between

BA - HARRISBURG ASSOCIATES,
a Pennsylvania general partnership,

as Seller,

and

INNKEEPERS USA LIMITED PARTNERSHIP,
a Virginia limited partnership,

as Purchaser

RESIDENCE INN
HARRISBURG, PENNSYLVANIA
<PAGE> 2

TABLE OF CONTENTS

ARTICLE IV
PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . 15
4.1 Organization and Power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.2 Authorization and Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 3

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . 16
5.1. Seller's Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(a) Seller's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(b) Representations, Warranties and Covenants; Obligations of Seller; Certificate. . . . . . . . . . . . 16
(c) Title to Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(d) Condition of Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(e) Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(f) License. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(g) Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(h) Cherry Hill Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.2 Purchaser's Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) Purchaser's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) Representations, Warranties and Covenants; Obligations of Purchaser; Certificate. . . . . . . . . . 18
(c) Purchaser's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(d) Licensor's Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(e) Cherry Hill Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ii
<PAGE> 4

<TABLE>
<S> <C> <C> <C>
8.2 Indemnification by Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(a) Indemnification by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Indemnification by Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.3 Termination by Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.4 Termination by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

iii
<PAGE> 5

LIST OF EXHIBITS

Exhibit A - Land

Exhibit B - Employment Agreements

Exhibit C - List of Authorizations

Exhibit D - Operating Agreements

Exhibit E - Form of Representative Letter

Exhibit F - Seller's Partnership Agreement

Exhibit G - Seller's Warranties and Guaranties

iv
<PAGE> 6

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT, dated as of the ___ day of ____________, 1996, between
BA-HARRISBURG ASSOCIATES, a Pennsylvania general partnership (the "Seller"),
and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the
"Purchaser"), provides:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION

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

<PAGE> 7

"Authorizations" shall mean the licenses, permits and
approvals required by any governmental or quasi- governmental agency, body or
office for the ownership, operation and use of the Property or any part thereof
and which are listed on Exhibit C hereto.

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

"Broker" shall mean Hotel Partners.

"Closing" shall mean the Closing of the purchase and sale of
the Property pursuant to this Agreement.

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

2
<PAGE> 8

"Escrow Agent" shall mean a title insurance company acceptable
to both Purchaser and Seller.

"Franchise Agreement" shall mean that certain Agreement dated
September 22, 1988, between Licensor and Seller relating to the operation of
the Hotel.

"Hotel" shall mean the 80-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.

"Information" shall mean the information that has been
requested on the Innkeepers USA Trust Due Diligence Information and Acquisition
Checklist and delivered to Seller.

"Insurance Policies" shall mean those certain policies of
insurance currently maintained by Seller with respect to the Property.

"Intangible Personal Property" shall mean all intangible
personal property owned by the Seller and used in connection with the
ownership, operation, leasing,

3
<PAGE> 9

"Land" shall mean that certain parcel of real estate lying and
being in Dauphin County, Pennsylvania, 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 Seller 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.

"Licensor" shall mean Marriott International, Inc., and the
successors and assigns thereof.

"Management Agreement" shall mean the agreement entered into
between the Seller and Amerimar Realty Company dated _________________.

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

4
<PAGE> 10

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

"Purchase Price" shall mean $7,000,000.00 payable in the
manner described in Section 2.4.

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

"Reservation Hardware" shall mean the Seller's computer
terminal hardware and equipment used for taking reservations, and excludes
Licensor's software or system.

"Seller's Organizational Documents" shall mean the partnership
agreement of the Seller, a true and correct redacted copy of which is attached
hereto as Exhibit F.

"Survey" shall mean a survey of the Land prepared at the
direction and expense of Purchaser by a licensed surveyor, and certified to
Purchaser, Seller and the Title Company.

5
<PAGE> 11

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

"Title Company" shall mean a title insurance company selected
by the Purchaser and authorized to conduct a title insurance business in the
State of Pennsylvania.

1.3 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
PURCHASE AND SALE; DEPOSIT;
PAYMENT OF PURCHASE PRICE

2.1 Purchase and Sale. The Seller agrees to sell and the
Purchaser agrees to purchase the Property for the Purchase Price and in
accordance with the other terms and conditions set forth herein.

6
<PAGE> 12

2.2 Deposit. The Purchaser shall make on the date hereof an
initial deposit of Three Hundred Fifty Thousand Dollars ($350,000.00) with the
Escrow Agent (the "Deposit"). The Deposit, plus all interest that accrues
thereon, shall be returned to Purchaser if it fails, prior to the end of the
Study Period, to notify the Seller in writing, pursuant to Section 2.3, that
the Purchaser elects to proceed to Closing. The Deposit, plus all interest
that accrues thereon, shall be (a) applied at the Closing against the Purchase
Price, (b) returned to the Purchaser pursuant to Section 8.3 or (c) paid to the
Seller pursuant to Section 8.4. Subject to Section 2.2(c) herein, all interest
on the Deposit shall accrue in favor of the Purchaser.

7
<PAGE> 13

manager of the Hotel and will not discuss the existence of an agreement of sale
or sale of the Hotel until Closing is consummated.

2.4 Payment of Purchase Price. The Purchase Price shall be paid
to the Seller in the following manner:

8
<PAGE> 14

(a) The Purchaser shall receive a credit against the
Purchase Price in an amount equal to the Deposit upon receipt by Seller of the
Deposit.

2.5 Allocation of Purchase Price. The parties agree that the
Purchase Price shall be allocated among the various components of the Property
in a manner to be agreed to at Closing.

ARTICLE III
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Organization and Power. The Seller is a general partnership
duly formed, validly existing and in good standing under the laws of the State
of Pennsylvania and has all requisite powers to enter into and perform its
obligations hereunder and under any document or instrument required to be
executed and delivered on behalf of the Seller hereunder.

3.4 No Special Taxes. To Manager's knowledge, the Seller has not
received any notice of special taxes or assessments relating to the Property or
any part thereof or any

9
<PAGE> 15

planned public improvements that may result in a special tax or assessment
against the Property.

10
<PAGE> 16

3.12 Operation of Property. The Seller covenants, that between the
date hereof and the date of Closing, it will (a) operate the Property only in
the usual, regular and ordinary

11
<PAGE> 17

3.14 Bankruptcy. No Act of Bankruptcy has occurred with respect to
the Seller or any of the partners of the Seller.

12
<PAGE> 18

3.18 Hazardous Substances. Except to the extent disclosed in the
report given by Seller to Purchaser prepared by Wright Lab Services, Inc. and
dated October 21, 1987, Manager has no knowledge of (a) the presence of any
"Hazardous Substances" (as defined below) 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 used, or stored on, the Property, or any portion thereof, and (d)
any failure of the Property 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 (as used herein,
"Hazardous Substances" shall mean any substance or material (excluding those
used in connection with the operation of the Property in accordance with
applicable laws and trace amounts thereof generated in the operation of the
Property, such as, without limitation, petroleum waste products on surface
parking lots and driveways) 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 Environmental Authority, or (3) a basis for liability
of the owner of the Property to any Environmental Authority 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).

3.20 Noncompetition. The Seller shall not construct a limited
service, extended stay hotel in any area located within three miles of any
point on the perimeter of the Property within five years of the date hereof.
The provisions of this Section 3.20 shall apply solely to BA-Harrisburg
Associates and shall not apply to any of its successors, assigns, affiliates,
partners, employees, or other representatives.

13
<PAGE> 19

3.21 Insurance. Seller covenants that between the date of this
Agreement and consummation of Closing, Seller shall maintain the level of
insurance coverage it currently maintains for the Property.

14
<PAGE> 20

ARTICLE IV
PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

4.5 Bankruptcy. No Act of Bankruptcy has occurred with respect to
the Purchaser.

15
<PAGE> 21

ARTICLE V
CONDITIONS AND ADDITIONAL COVENANTS

16
<PAGE> 22

(f) License. From the date hereof to and including the
Closing Date, Seller shall comply with and perform all of the duties and
obligations of licensee under the Franchise Agreement.

17
<PAGE> 23

(g) Management Agreement. The Seller shall have (1)
canceled the Management Agreement effective on or before the Closing Date and
(2) paid any termination fees required thereunder.

(h) Cherry Hill Closing. Amerimar Cherry Hill Associates
Limited Partnership shall not have committed a material default under that
certain Agreement of Purchase and Sale with Purchaser of even date herewith.

In the event Closing is consummated, all conditions precedent of
Purchaser's obligations shall be deemed satisfied or waived.

(a) Purchaser's Deliveries. The Purchaser, or the Escrow
Agent, as the case may be, shall have delivered to the Seller the Purchase
Price.

(d) Licensor's Release. Licensor shall have released
Seller from its obligations under the Franchise Agreement in writing as
provided in the Franchise Agreement (the "Release").

(e) Cherry Hill Closing. Closing under that certain
Agreement of Purchase and Sale of even date herewith between Amerimar Cherry
Hill Associates Limited Partnership, and Purchaser shall occur simultaneously
with the Closing.

18
<PAGE> 24

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

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

(h) The FIRPTA Certificate.

(j) Certified copies of the Seller's
Organizational Documents.

19
<PAGE> 25

(n) Copies of all current real estate and
personal property tax bills in the Seller's possession or under its control.

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

(r) A complete list of all advance room
reservations, functions and the like, in reasonable detail so as to enable the
Purchaser to honor the Seller's commitments in that regard.

(s) A list of the Seller'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 Seller.

(t) All keys for the Property shall remain on the
Property.

(u) All books, records, operating reports,
appraisal reports, files and other materials in the Seller's possession or
control which are necessary in the Purchas-

20
<PAGE> 26

ers discretion to maintain continuity of operation of the Property (Seller is
permitted to retain a copy thereof).

(x) Any other document or instrument reasonably
requested by the Purchaser or required hereby.

If Closing is consummated, Seller shall be deemed to have delivered to
Purchaser all items referred to in this Section 6.2, or the required items
shall be deemed waived by Purchaser.

(a) The Purchase Price.

(b) The Assignment and Assumption Agreement.

(c) Certified copies of the certificate of limited
partnership of the Purchaser and the current limited partnership agreement of
Purchaser.

(e) the Release

21
<PAGE> 27

(f) A certificate providing that Purchaser's
representations and warranties in this Agreement are true and correct as of the
date hereof and as of the date of Closing as if then made.

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

(h) Any other document or instrument reasonably requested
by the Seller or required hereby.

(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) Lienable utility charges. Seller shall have all
utility meters read as of the day prior to Closing and shall have final bills
sent to Seller. Purchaser shall arrange for

22
<PAGE> 28

its own utility service from and after Closing. Seller shall be entitled to
have returned to Seller all deposits made to utility companies to provide
service to Seller.

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

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

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

(i) The amount of unused meter postage shall be added to
the Purchase Price.

(j) Vending machine income.

(k) All monies in house banks and cash registers shall be
added to the Purchase Price provided they are assigned to Purchaser or remain
on the Property.

23
<PAGE> 29

ARTICLE VII
CONDEMNATION; RISK OF LOSS

ARTICLE VIII
LIABILITY OF PURCHASER; INDEMNIFICATION;
TERMINATION RIGHTS

8.2 Indemnification by Parties.

24
<PAGE> 30

25
<PAGE> 31

26
<PAGE> 32

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.3 Successors and Assigns. Subject to the restrictions of
Section 9.2, this Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.

9.5 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 Commonwealth of Pennsylvania.

27
<PAGE> 33

<TABLE>
<S> <C>
If to the Seller: BA-HARRISBURG ASSOCIATES
c/o Amerimar Realty Company
210 West Rittenhouse Square
Suite 1900
Philadelphia, Pennsylvania 19103
Attn: Mr. David G. Marshall
Fax: (215) 893-6060

with a copy to: Blank Rome Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, Pennsylvania 19103
Attn: Jon G. Hillsberg, Esquire
Fax: (215) 569-5555

If to the Purchaser: INNKEEPERS USA LIMITED PARTNERSHIP
306 Royal Poinciana Plaza
Palm Beach, Florida 33487
Attn: Mr. Jeffrey H. Fisher
Fax: (407) 835-0457

with a copy to: Hunton & Williams
2000 Pennsylvania Avenue, N.W.
Suite 9000
Washington, D.C. 20006
Attn: John M. Ratino, Esq.
Fax: (202) 778-2221
</TABLE>

28
<PAGE> 34

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

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

29
<PAGE> 35

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

<TABLE>
<S> <C>
SELLER:

BA-Harrisburg Associates., a Pennsylvania general partnership

By: ___________________________, a __________
___________________ its general partner

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

PURCHASER:

INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership

By: Innkeepers Financial Corporation, a Virginia Corporation, its sole
general partner

By:
----------------------------------------
Name: Jeffrey H. Fisher
Title: President
</TABLE>

30
<PAGE> 36

EXHIBIT A

LEGAL DESCRIPTION

All that certain land and premises situate in the township of Swatara, County
of Dauphin and Commonwealth of Pennsylvania, consisting of Lot #9 in Final
Subdivision Plan of Lt #9 for Smith Land & Improvement Corp., by Whittock-
Hartman, dated September 24, 1986 and recorded in Dauphin County Courthouse on
November 14, 1986 in Plan Book G Volume 4 Page 92, and also consisting of Lot
#10 in final Subdivision Plan of Lots #10, #11 for Smith Land & Improvement
Corp. by Whittock-Hartman date January 22, 1987 and recorded in Dauphin County
Courthouse on February 17, 1987 in Plan Book I Volume 4 Page 1, as follows:

Beginning at a point on the northern right-of-way line of Lewis Road, said
point being located 341.64 feet in a westerly direction from the right-of-way
intersection of the northern right-of-way line of Lewis Road and the western
right-of-way line of Pen-har Street, thence along the northern right-of-way
line of Lewis Road south 78 degrees 40 minutes 27 seconds west a distance of
171.56 feet to a point; thence along same on an arc of a curve, curving to the
left, having a radius of 2,500.09 feet and an arc length of 202.32 feet to a
point; thence along same south 74 degrees 02 minutes 15 seconds west, a
distance of 189.00 feet to a point; thence along land of Smith Land &
Improvement Corporation north 15 degrees 57 minutes 45 seconds west, a distance
of 351.33 feet to a point; thence along the southern right-of-way line of L.R.
1090 eastbound north 84 degrees 23 minutes 52 seconds east, a distance of
595.41 feet to a point; thence along same south 05 degrees 36 minutes 07
seconds east, a distance of 20.00 feet to a point; thence along lot 5 south 11
degrees 19 minutes 33 seconds east, a distance of 247.43 feet to a point, the
point of beginning.

The two lots containing 4.0101 acres.

Being part of the property acquired by West Shore Plaza, Inc., a corporation of
the State of Delaware by deed from Eastern Real Estate Company, a corporation
of the Commonwealth of Pennsylvania, dated December 18, 1963 and recorded in
Dauphin county in Deed Book "I" Vol. 49, page 127. By Certificate of Amendment
of Certificate of Incorporation West Shore Plaza, Inc., a corporation of
Delaware changed its name to L.B. Smith Industrial Corporation, by certificate
dated March 27, 1969, and recorded on September 7, 1978 in Dauphin County in
Misc. Book "C," Vol, 17, page 872. Effective June 1, 1975 (Merger Agreement
dated May 23, 1975), L.B. Smith Industrial Corporation, and other corporations,
all merged into L.B. Smith of New York, Inc., a corporation of the State of
Delaware, which corporation survived the merger and changed corporate name in
the merger to Smith Land & Improvement Corporation, the party of the first part
herein. A certificate showing the merger was recorded in Dauphin County on
October 3, 1975 in Misc. Book "X," Vol. 15, page 627.

<PAGE> 37

Under and subject to conditions on recorded Plan of Lot #9, including 25 foot
storm drainage easement; conditions in Deed Book "I" Vol. 49, page 127;
easements, if any, to public service companies.

<PAGE> 38

EXHIBIT B

EMPLOYMENT AGREEMENTS

<PAGE> 39

EXHIBIT C

LIST OF AUTHORIZATIONS

<PAGE> 40

EXHIBIT D

OPERATING AGREEMENTS

<PAGE> 41

EXHIBIT E

FORM OF REPRESENTATIVE LETTER

<PAGE> 42

EXHIBIT F

SELLER'S PARTNERSHIP AGREEMENT

<PAGE> 43

EXHIBIT G

SELLER'S WARRANTIES AND GUARANTIES