HOST FUNDING INC, 8-K, 1996-09-30

HOST FUNDING INC
8-K, 1996-09-30
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 13, 1996
--------------------------------

Host Funding, Inc.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Maryland 1-14280 52-1907962
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION) (COMMISSION) (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)

1025 Prospect Street, Suite 350, La Jolla, California 92037
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: 619-456-6070
-----------------------------

7825 Fay Avenue, Suite 250, La Jolla, California 92037
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
Item 1. Change in Control of Registrant

Not applicable

Item 2. Acquisition or Disposition of Assets

Acquisition of Hotel Properties

On September 5, 1996, the Registrant formed CrossHost, Inc., a Maryland
corporation, as a wholly-owned, special purpose subsidiary of the Registrant.
CrossHost was formed at the request of First Boston Mortgage Capital Corp.
("First Boston") as a condition to First Boston providing an acquisition and
credit facility (the "Loan Facility") to CrossHost in the amount of
$15,500,000. A significant portion of the proceeds from the Loan Facility were
used by CrossHost to acquire three Sleep Inn Hotels located in Destin,
Sarasota, and Tallahassee, Florida from Capital Circle Hotel Company ("Capital
Circle") and one Sleep Inn Hotel located in Ocean Springs, Mississippi from
Ocean Springs Hotel Company ("Ocean Springs") (collectively, the "Acquired
Properties"). The effective closing dates for the purchase of the Acquired
Properties from Capital Circle and Ocean Springs were September 13, 1996 and
September 19, 1996, respectively. Effective as of the closing dates of the
respective Acquired Properties, CrossHost also (i) leased each of the Acquired
Properties to Crossroads Hospitality Tenant Company, L.L.C., a Delaware limited
liability company ("Crossroads"), by separate Lease Agreements (the "Acquired
Property Leases") and (ii) entered into a Master Agreement with Crossroads and
Crossroads Hospitality Company, L.L.C., a Delaware limited liability company,
relating to the Acquired Property Leases. Capital Circle and Ocean Springs are
not affiliates of the Registrant or CrossHost.

From the proceeds of the Loan Facility, CrossHost paid approximately
$9,730,000 in cash to Capital Circle and approximately $3,555,000 in cash to
Ocean Springs as consideration for the Acquired Properties. In addition,
CrossHost used approximately $985,0000 of the loan proceeds to pay in full the
mortgage relating to the hotel property located in Rock Falls, Illinois and
transferred to CrossHost by the Registrant as described below. The remaining
proceeds from the Loan Facility will be used by the Registrant and CrossHost
for loan origination costs and other expenses relating to the acquisition of
the Acquired Properties, capital expenditures relating to the Acquired
Properties and the Transferred Properties (defined below), and working capital.
The Loan Facility is secured by liens on substantially all of the assets of
CrossHost, including the Acquired Properties and the Transferred Properties.

Transfer of Hotel Properties by Registrant

As a further condition to obtaining the Loan Facility, First Boston
required the Registrant to transfer to CrossHost the five Super 8 hotel
properties owned by the Registrant. The five hotels represent all of the
hotels owned by the Registrant and are located in Somerset, Kentucky; Rock
Falls, Illinois; San Diego, California; Miner, Missouri; and Poplar Bluff,
Missouri (collectively, the "Transferred Properties"). Simultaneously with the
acquisition of the Acquired Properties
<PAGE> 3
located in Florida by CrossHost, the Registrant deeded the Transferred
Properties to CrossHost in a tax free reorganization. In addition, the
Registrant assigned to CrossHost the Lease Agreements and related Master
Agreement pertaining to each of the Transferred Properties.

Method of Acquisition

The Acquired Properties were acquired pursuant to the terms of that
certain Post-Formation Acquisition Agreement dated April 22, 1996, as amended
by that certain First Amendment to Post-Formation Acquisition Agreement dated
June 12, 1996 (as amended, the "Acquisition Agreement"), by and between the
Registrant and HMR Capital, LLC (f\k\a Host Acquisition Group, LLC) (the
"Acquisition Company"). The Acquisition Company is an affiliate of Mr. Michael
S. McNulty, a director and president of each of the Registrant and CrossHost,
and Mr. Ian Gardner-Smith, a director and officer of CrossHost. Under the terms
of the Acquisition Agreement, the Acquisition Company is responsible for the
management, coordination, and supervision of the Registrant's acquisition of
additional hotel properties. The Acquisition Company sought out the Acquired
Properties and negotiated the terms of the acquisition. Management and the
board of directors of each of the Registrant and CrossHost (including all
independent directors) approved the purchase of the Acquired Properties.

Pursuant to the terms of the Acquisition Agreement, the Acquisition
Company is entitled to receive an acquisition fee of up to 6% of the gross
purchase price of the Acquired Properties plus reimbursement of certain
expenses. The acquisition fee is payable in cash or at the option of the
Acquisition Company in the Class A Common Stock of the Registrant. Registrant
and the Acquisition Company have agreed that the acquisition fee earned by the
Acquisition Company relating to the Acquired Properties is 42,000 shares of the
Class A Common Stock of the Registrant valued at $10 per share and payable as
of September 19, 1996 (the Ocean Springs closing date). The shares of Class A
Common Stock received by the Acquisition Company in payment of the acquisition
fee will be restricted securities under the Securities Act of 1933 and subject
to the resale provisions of Rule 144 promulgated under the Act. The
acquisition fee (based upon a value of $10 per share) represents approximately
3.2% of the gross purchase price plus expenses of the Acquired Properties. The
last traded price of the stock of Registrant on the American Stock Exchange on
September 19, 1996 was $8.0625 per share.

Hotel Mortgage Resources, Inc. ("Hotel Resources"), an affiliate of Mr.
Ian Gardner-Smith, also received a loan origination fee of $232,500 plus
reimbursement of expenses of approximately $20,000. Mr. Michael S. McNulty is
an employee of Hotel Resources and receives a gross annual salary of $90,000.
The total fees received by affiliates relating to the acquisition of the
Acquired Properties represent approximately 5.1% of the gross purchase price of
the Acquired Properties.

Acquisition of Equipment and Physical Property

CrossHost also acquired certain equipment and physical property from
Capital Circle and Ocean Springs (collectively, the "Personal Property") used
in connection with the management and operation of the Acquired Properties.
CrossHost leased the Personal Property to Crossroads
<PAGE> 4
pursuant to the terms of the Acquired Property Leases. Under the terms of the
Acquired Property Leases, Crossroads will continue to use the Personal Property
in the management and operation of the Acquired Properties in substantially the
same manner as Capital Circle and Ocean Springs.

Item 3. Bankruptcy or Receivership

Not applicable

Item 4. Changes in Registrant's Certifying Accountant

Not applicable

Item 5. Other Events

Not applicable

Item 6. Resignations of Registrant's Directors

Not applicable

Item 7. Financial Statements and Exhibits

(a) Financial Statements of Acquired Properties

It is impracticable at this time to provide the financial
statements required by this Item. The required financial statements relating
to the Acquired Properties will be filed as soon as they are available.

(b) Pro Forma Financial Information

It is impracticable at this time to provide the pro forma
financial information required by this Item. The required pro forma financial
information derived from the Acquired Properties will be filed as soon as such
information is available.

10.1 Contract of Purchase and Sale dated effective as of May
24, 1996 by and between Capital Circle Hotel Company, as
Seller, and Host Funding, Inc. as Purchaser (incorporated
by reference to Exhibit 10.1 to Registrant's Form 10-Q
filed August 14, 1996).

10.2 Amendment to Contract of Purchase and Sale dated effective
as of July 3, 1996 by and between Capital Circle Hotel
Company, as Seller, and Host Funding, Inc., as Purchaser
(incorporated by reference to Exhibit to 10.2 to
Registrant's Form 10-Q filed August 14, 1996).
<PAGE> 5
10.3 Second Amendment to Contract of Purchase and Sale dated
effective as of August 14, 1996 by and between Capital
Circle Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.4 Third Amendment to Contract of Purchase and Sale dated
effective as of September 5, 1996 by and between Capital
Circle Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.5 Contract of Purchase and Sale dated effective as of May
24, 1996 by and between Ocean Springs Hotel Company, as
Seller, and Host Funding, Inc., as Purchaser (incorporated
by reference to Exhibit 10.3 to Registrant's Form 10-Q
filed August 14, 1996).

10.6 Amendment to Contract of Purchase and Sale dated effective
as of July 3, 1996 by and between Ocean Springs Hotel
Company, as Seller, and Host Funding, Inc., as Purchaser
(incorporated by reference to Exhibit 10.4 to Registrant's
Form 10-Q filed August 14, 1996).

10.7 Second Amendment to Contract of Purchase and Sale dated
effective as of August 14, 1996 by and between Ocean
Springs Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.8 Third Amendment to Contract of Purchase and Sale dated
effective as of September 5, 1996 by and between Ocean
Springs Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.9 Assignment of Contract of Purchase and Sale dated
effective as of September 13, 1996 by and between Host
Funding, Inc., as Assignor, and CrossHost, Inc., as
Assignee (Capital Circle).

10.10 Assignment of Contract of Purchase and Sale dated
effective as of September 13, 1996 by and between Host
Funding, Inc., as Assignor, and CrossHost, Inc., as
Assignee (Ocean Springs).

10.11 Promissory Note dated September 13, 1996 from CrossHost,
Inc., as Maker, and CS First Boston Mortgage Capital
Corp., as Payee.

10.12 Mortgage and Security Agreement dated as of September 13,
1996 by and between CrossHost, Inc., as Mortgagor, and CS
First Boston Mortgage Capital Corp., as Mortgagee
(Tallahassee, Florida). Mortgagor executed a separate
Mortgage Agreement for each of the other Acquired
Properties and the Transferred Properties located in the
States of Florida, Kentucky and Illinois. The Mortgage
Agreements are substantially similar except for the remedy
provisions required under the laws of the state in
<PAGE> 6
which the hotel property is located in the event of a
default by the Mortgagor.

10.13 Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing dated as of September 13,
1996 by and between CrossHost, Inc., as Grantor, and CS
First Boston Mortgage Capital Corp., as Beneficiary (Ocean
Springs, Mississippi). Grantor executed a separate Deed of
Trust for each of the Transferred Properties located in
the States of California and Missouri.The Deeds of Trust
are substantially similar except for the remedy provisions
required under the laws of the state in which the hotel
property is located in the event of a default by the
Grantor.

10.14 Lease Agreement dated September 6, 1996 by and between
CrossHost, Inc., as Lessor, and Crossroads Hospitality
Tenant Company,L.L.C., as Lessee (Ocean Springs,
Mississippi). Lessor entered into a similar Lease
Agreement for each of the Acquired Properties located in
the State of Florida. The Lease Agreements are identical
in terms except for the Exhibits thereto which are
included as separate Exhibits to this Form 8-K.

10.15 Exhibits to Lease Agreement dated September 6, 1996 by and
between CrossHost, Inc., as Lessor, and Crossroads
Hospitality Tenant Company, L.L.C., as Lessee (Destin,
Florida).

10.16 Exhibits to Lease Agreement dated September 6, 1996 by and
between Cross Host, Inc., as Lessor, and Crossroads
Hospitality Tenant Company, L.L.C., as Lessee (Sarasota,
Florida).

10.17 Exhibits to Lease Agreement dated September 6, 1996 by and
between CrossHost, Inc., as Lessor, and Crossroads
Hospitality Tenant Company, L.L.C., as Lessee
(Tallahassee, Florida).

10.18 Master Agreement dated September 13, 1996 by and among
CrossHost,Inc. and Crossroads Hospitality Tenant Company,
L.L.C., and Crossroads Hospitality Company, L.L.C.

10.19 Form of Percentage Leases (Super 8 Hotels) (incorporated
by reference to Exhibit 10.1 to Registrant's Amendment No.
8 to Form S-11 effective April 17, 1996).

10.20 Assignment and Assumption of Lease Agreement dated as of
September 13, 1996 by and between Host Funding, Inc., as
Assignor, and CrossHost, Inc., as Assignee (Rock Falls,
Illinois). An Identical Assignment and Assumption was
executed by Assignor and Assignee for each of the
Transferred Properties.

10.21 Master Agreement dated as of April 1, 1996 by and among
Host Funding, Inc. and Crossroads Hospitality Tenant
Company, L.L.C., and Crossroads Hospitality Company,
L.L.C.(Super 8 Hotels) (incorporated by reference
<PAGE> 7
to Exhibit 10.2 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).

10.22 Assignment and Assumption of Master Agreement dated as of
September 13, 1996 by and between Host Funding, Inc., as
Assignor, and CrossHost, Inc., as Assignee (Super 8
Hotels).

10.23 Post-Formation Acquisition Agreement dated April 22, 1996
by and between Host Funding, Inc. and Host Acquisition
Group, LLC (incorporated by reference to Exhibit 10.10 to
Registrant's Amendment No. 8 to Form S-11 effective April
17, 1996).

10.24 First Amendment to Post-Formation Acquisition Agreement
dated Effective June 12, 1996 by and between Host
Funding, Inc. and Host Acquisition Group, LLC
(incorporated by reference to Exhibit 10.8 to Registrant's
Form 10-Q filed August 14, 1996).

Item 8. Change in Fiscal Year

Not applicable
<PAGE> 8
SIGNATURES

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.

Host Funding, Inc.

/s/ Michael S. McNulty
--------------------------------------------
By: Michael S. McNulty, President, Chief
Executive Officer, and Chief Financial
and Accounting Officer

Date September 30, 1996
----------------------------------------

<PAGE> 9
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.1 Contract of Purchase and Sale dated effective as of May
24, 1996 by and between Capital Circle Hotel Company, as
Seller, and Host Funding, Inc. as Purchaser (incorporated
by reference to Exhibit 10.1 to Registrant's Form 10-Q
filed August 14, 1996).

10.3 Second Amendment to Contract of Purchase and Sale dated
effective as of August 14, 1996 by and between Capital
Circle Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.4 Third Amendment to Contract of Purchase and Sale dated
effective as of September 5, 1996 by and between Capital
Circle Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.7 Second Amendment to Contract of Purchase and Sale dated
effective as of August 14, 1996 by and between Ocean
Springs Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.8 Third Amendment to Contract of Purchase and Sale dated
effective as of September 5, 1996 by and between Ocean
Springs Hotel Company, as Seller, and Host Funding, Inc.,
as Purchaser.

10.9 Assignment of Contract of Purchase and Sale dated
effective as of September 13, 1996 by and between Host
Funding, Inc., as Assignor, and CrossHost, Inc., as
Assignee (Capital Circle).

10.10 Assignment of Contract of Purchase and Sale dated
effective as of September 13, 1996 by and between Host
Funding, Inc., as Assignor, and CrossHost, Inc., as
Assignee (Ocean Springs).

10.11 Promissory Note dated September 13, 1996 from CrossHost,
Inc., as Maker, and CS First Boston Mortgage Capital
Corp., as Payee.

10.12 Mortgage and Security Agreement dated as of September 13,
1996 by and between CrossHost, Inc., as Mortgagor, and CS
First Boston Mortgage Capital Corp., as Mortgagee
(Tallahassee Florida). Mortgagor executed a separate
Mortgage Agreement for each of the other Acquired
Properties and the Transferred Properties located in the
States of Florida, Kentucky and Illinois. The Mortgage
Agreements are substantially similar except for the remedy
provisions required under the laws of the state in which
the hotel property is located in the event of a
default by the Mortgagor.

10.15 Exhibits to Lease Agreement dated September 6, 1996 by and
between CrossHost, Inc., as Lessor, and Crossroads
Hospitality Tenant Company, L.L.C., as Lessee (Destin,
Florida).

10.16 Exhibits to Lease Agreement dated September 6, 1996 by and
between Cross Host, Inc., as Lessor, and Crossroads
Hospitality Tenant Company, L.L.C., as Lessee (Sarasota,
Florida).

10.17 Exhibits to Lease Agreement dated September 6, 1996 by and
between CrossHost, Inc., as Lessor, and Crossroads
Hospitality Tenant Company, L.L.C., as Lessee
(Tallahassee, Florida).

10.18 Master Agreement dated September 13, 1996 by and among
CrossHost,Inc. and Crossroads Hospitality Tenant Company,
L.L.C., and Crossroads Hospitality Company, L.L.C.

10.19 Form of Percentage Leases (Super 8 Hotels) (incorporated
by reference to Exhibit 10.1 to Registrant's Amendment No.
8 to Form S-11 effective April 17, 1996).

10.21 Master Agreement dated as of April 1, 1996 by and among
Host Funding, Inc. and Crossroads Hospitality Tenant
Company, L.L.C., and Crossroads Hospitality Company,
L.L.C.(Super 8 Hotels) (incorporated by reference
to Exhibit 10.2 to Registrant's Amendment No. 8 to Form
S-11 effective April 17, 1996).

10.22 Assignment and Assumption of Master Agreement dated as of
September 13, 1996 by and between Host Funding, Inc., as
Assignor, and CrossHost, Inc., as Assignee (Super 8
Hotels).

<PAGE> 1
EXHIBIT 10.3

SECOND AMENDMENT TO
CONTRACT OF PURCHASE AND SALE

THIS SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this
"Second Amendment") is by and between CAPITAL CIRCLE HOTEL COMPANY, a Florida
corporation ("Seller"), and HOST FUNDING, INC., a Maryland corporation
("Purchaser"), and is dated effective as of August 14, 1996.

R E C I T A L S

A. Seller and Purchaser have previously entered into
that certain Contract of Purchase and Sale dated effective as of May 24, 1996
(the "Contract"), relating to the purchase and sale of three (3) parcels of
improved real property located in Tallahassee, Florida, Sarasota, Florida and
Destin, Florida, respectively, and more particularly described therein.

B. Seller and Purchaser have also previously amended the
Contract pursuant to that certain Amendment to Contract of Purchase and Sale
(the "First Amendment"), dated effective as of July 3, 1996.

C. Seller and Purchaser desire to again amend the
Contract in certain respects as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
as follows:

1. Section 3.1 of the Contract is amended by the addition thereto
of the following provisions at the end of said section, as follows:

Purchaser agrees and hereby instructs the Title Company to
deliver and release to Seller the Earnest Money, on or before
Monday, August 19, 1996 provided, Seller agrees to deliver and
return the Earnest Money to Purchaser if (i) the Closing does
not occur due to the failure on the part of Seller to perform
any of its obligations hereunder, or (ii) Seller does not, at
least seven (7) days prior to the Closing Date, and to the
reasonable satisfaction of Purchaser and Purchaser's lender,
cure any and all Original Objections and/or Current Objections
made by Purchaser pursuant to the provisions of Article 4 of
the Contract.

2. Section 10.1 of the Contract is amended in its entirety to
read as follows:

The consummation of the purchase and sale of the Property in
accordance with this Contract ("Closing") hereunder shall be
held no later than September 10, 1996 (the "Closing Date"), at
the California offices of Purchaser, 1025 Prospect Avenue,
Suite 350, LaJolla, California 92037, or on such other date,
or at such other place, as the parties may mutually agree.
<PAGE> 2
3. Section 14.11 of the Contract is amended by the addition
thereto of the following provisions at the end of said section, as follows:

; provided, if the closing of the Contract of Purchase and
Sale (the "Ocean Springs Contract") between Ocean Springs
Hotel Company and Purchaser is delayed for reasons beyond the
control of Purchaser or Purchaser's lender, Purchaser shall
purchase and close the Property without simultaneously
purchasing and closing the property more particularly
described in the Ocean Springs Contract.

4. The Contract is hereby amended by the addition of the
following provision as Section 14.15:

Notwithstanding anything contained in this Contract to the
contrary, Purchaser acknowledges and agrees that, if the Title
Company is unwilling or unable to cure all of Purchaser's
Original Objections and/or Current Obligations in a manner
reasonably satisfactory to Purchaser and Purchaser's lender
and in a timely and proper manner, Seller and Purchaser will
then request that a title agent using Stewart Title Insurance
Company as its underwriter be substituted for the Title
Company to issue the Title Policy (but, reflecting therein
cure of the aforesaid Original Objections and/or Current
Obligations to the reasonable satisfaction of Purchaser and
Purchaser's lender).

5. Except as expressly amended herein, and in the First
Amendment, the Contract remains unchanged, and the valid and binding obligation
of Seller and Purchaser. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned thereto in the Contract. This Second
Amendment shall be effective upon execution by facsimile transmission by both
parties.

SELLER:

CAPITAL CIRCLE HOTEL COMPANY,
a Florida corporation

By: /s/ CHARLES BLAND
---------------------------------
Charles Bland, President

PURCHASER:

HOST FUNDING, INC.,
a Maryland corporation

By: /s/ MICHAEL MCNULTY
---------------------------------
Michael McNulty, President

-2-

<PAGE> 1
EXHIBIT 10.4

THIRD AMENDMENT TO
CONTRACT OF PURCHASE AND SALE

THIS THIRD AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this
"Third Amendment") is by and between CAPITAL CIRCLE HOTEL COMPANY, a Florida
corporation ("Seller"), and HOST FUNDING, INC., a Maryland corporation
("Purchaser"), and is dated effective as of September 5, 1996.

R E C I T A L S

B. Seller and Purchaser have also previously amended the
Contract pursuant to that certain Amendment to Contract of Purchase and Sale
(the "First Amendment"), dated effective as of July 3, 1996, and that certain
Second Amendment to Contract of Purchase and Sale dated effective as of August
14, 1996 (the "Second Amendment").

C. Seller and Purchaser desire to again amend the
Contract in certain respects as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
as follows:

1. Section 3.1 of the Contract was previously amended by the
addition of certain provisions to the end of said section as set forth in the
Second Amendment. The provisions added to Section 3.1 by the Second Amendment
are hereby amended by the deletion of said additional provisions in their
entirety, and in place thereof the following provision added:

Purchaser acknowledges and agrees that Seller shall not be obligated
to return the Earnest Money to Purchaser unless the Closing does not
occur due to the failure on the part of Seller to perform any of its
obligations hereunder.

2. Section 10.1 of the Contract, as previously amended is
amended in its entirety to read as follows:

The consummation of the purchase and sale of the Property in
accordance with this Contract ("Closing") hereunder shall be held no
later than September 13, 1996 (the "Closing Date"), at the Dallas
offices of Purchaser, 14800 Quorum Drive, Suite 510, Dallas, Texas
75240, or on such other date, or at such other place, as the parties
may mutually agree.

3. Sections 10.4(b) and (c) of the Contract are hereby amended in
their entirety to read as follows:
<PAGE> 2
(b) Purchaser and Seller agree to use their reasonable best
efforts to prorate at Closing effective as of the Closing Date all other income
and ordinary operating expenses for or pertaining to the Property, including,
but not limited to, public utility charges, maintenance, service charges, and
all other normal operating charges of the Property.

(c) Purchaser and Seller agree to reconcile within thirty (30)
days after the Closing Date the adjustments and prorations set forth in
Sections 10.4(a) and (b). In the event any adjustments or prorations are found
to be erroneous or in need of further adjustment, in the reasonable discretion
of both parties, then either party hereto who is entitled to additional monies
shall invoice the other party for such additional amounts as may be owing, and
such amount shall be paid within ten (10) days from receipt of the invoice.

4. Except as expressly amended herein, and in the First Amendment
and Second Amendment, the Contract remains unchanged, and the valid and binding
obligation of Seller and Purchaser. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the Contract.
This Third Amendment shall be effective upon execution by facsimile
transmission by both parties.

SELLER:

CAPITAL CIRCLE HOTEL COMPANY,
a Florida corporation

By: /s/ CHARLES BLAND
--------------------------------
Charles Bland, President

PURCHASER:

HOST FUNDING, INC.,
a Maryland corporation

By: /s/ MICHAEL MCNULTY
--------------------------------
Michael McNulty, President

-2-

<PAGE> 1
EXHIBIT 10.7

SECOND AMENDMENT TO
CONTRACT OF PURCHASE AND SALE

THIS SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this
"Second Amendment") is by and between OCEAN SPRINGS HOTEL COMPANY, a
Mississippi corporation ("Seller"), and HOST FUNDING, INC., a Maryland
corporation ("Purchaser"), and is dated effective as of August 14, 1996.

R E C I T A L S

A. Seller and Purchaser have previously entered into
that certain Contract of Purchase and Sale dated effective as of May 24, 1996
(the "Contract"), relating to the purchase and sale of improved real property
located in Ocean Springs, Mississippi and more particularly described therein.

B. Seller and Purchaser have also previously amended the
Contract pursuant to that certain Amendment to Contract of Purchase and Sale
(the "First Amendment"), dated effective as of July 3, 1996.

C. Seller and Purchaser desire to again amend the
Contract in certain respects as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
as follows:

1. Section 3.1 of the Contract is amended by the addition thereto
of the following provisions at the end of said section, as follows:

Purchaser agrees and hereby instructs the Title Company to
deliver and release to Seller $10,000.00 of the Earnest Money,
on or before Monday, August 19, 1996. Purchaser also agrees
and hereby instructs the Title Company to deliver and release
to Seller the remaining Earnest Money (remaining after
delivery and release of the $10,000, as aforementioned) only
upon and conditioned upon the receipt of written confirmation
from Purchaser that (i) Seller has, at least seven (7) days
prior to the Closing Date, and to the reasonable satisfaction
of Purchaser and Purchaser's lender, cured any and all
Original Objections and/or Current Objections made by
Purchaser pursuant to the provisions of Article 4 of the
Contract, (ii) Purchaser has, no later than seven (7) days
prior to the Closing Date, been notified by First American
Title Insurance Company that all of the requirements set forth
in Schedule B Part 1 of that certain Commitment, effective as
of July 31, 1996, issued by First American Title Insurance
Company and related to that certain Commercial Lease (and
subject property), dated November 8, 1993, between Ester O. La
Croix, as Trustee of the Ester O. La Croix Revocable Trust, as
Lessee, and Capital Circle Hotel Company, as Lessee, have been
satisfied, and (iii) Purchaser has, no later than seven (7)
days prior to the Closing Date, received from the Lessor of
the above-described Commercial Lease, a letter reasonably
<PAGE> 2
satisfactory to Purchaser and stating that Lessor approves the
assignment of said Commercial Lease to Purchaser or its
designee (and the form of such assignment), and that said
Lessor will execute an estoppel certificate reasonably
required by Purchaser or Purchaser's designee and including
statements therein that such Commercial Lease is in full force
and effect and that there are no defaults by Lessee
thereunder. Seller agrees to deliver and return the Earnest
Money (or such portion thereof as has been previously
delivered and released to Seller) to Purchaser if (i) the
Closing does not occur due to the failure on the part of
Seller to perform any of its obligations hereunder, or (ii)
all of the conditions set forth in subparagraphs (i), (ii),
and (iii) above have not been timely and properly satisfied.

2. Section 10.1 of the Contract is amended in its entirety to
read as follows:

3. Section 14.11 of the Contract is amended by the addition
thereto of the following provisions at the end of said section, as follows:

; provided, if the closing of this Contract is delayed for
reasons beyond the control of Purchaser or Purchaser's lender,
Purchaser shall purchase and close the property covered by and
more particularly described in the Contract of Purchase and
Sale between Capital Circle Hotel Company and Purchaser
without simultaneously purchasing and closing the Property
defined in and covered by this Contract.

4. The Contract is hereby amended by the addition of the
following provision as Section 14.15:

Notwithstanding anything contained in this Contract to the
contrary, Purchaser acknowledges and agrees that, if the Title
Company is unwilling or unable to cure all of Purchaser's
Original Objections and/or Current Obligations in a manner
reasonably satisfactory to Purchaser and Purchaser's lender
and in a timely and proper manner and (including the cure of
any objections to or requirements as to the matters described
in amended Section 3.1(ii), as set forth in Paragraph 1 of
this Second Amendment), Seller and Purchaser will then request
that a title agent using Stewart Title Insurance Company as
its underwriter be substituted for the Title Company to issue
the Title Policy (but, reflecting therein cure of the
aforesaid Original Objections

-2-
<PAGE> 3
and/or Current Obligations to the reasonable satisfaction of
Purchaser and Purchaser's lender).

SELLER:

OCEAN SPRINGS HOTEL COMPANY,
a Mississippi corporation

By: /s/ CHARLES BLAND
------------------------------------
Charles Bland, President

PURCHASER:

HOST FUNDING, INC.,
a Maryland corporation

By: /s/ MICHAEL MCNULTY
------------------------------------
Michael McNulty, President

-3-

<PAGE> 1
EXHIBIT 10.8

THIRD AMENDMENT TO
CONTRACT OF PURCHASE AND SALE

THIS THIRD AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this
"Second Amendment") is by and between OCEAN SPRINGS HOTEL COMPANY, a
Mississippi corporation ("Seller"), and HOST FUNDING, INC., a Maryland
corporation ("Purchaser"), and is dated effective as of September 5, 1996.

R E C I T A L S

A. Seller and Purchaser have previously entered into
that certain Contract of Purchase and Sale dated effective as of May 24, 1996
(the "Contract"), relating to the purchase and sale of improved real property
located in Ocean Springs, Mississippi and more particularly described therein.

C. Seller and Purchaser desire to again amend the
Contract in certain respects as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
as follows:

1. Notwithstanding anything contained in Section 3.1 of the
Contract (as previously amended by the Second Amendment) to the contrary, the
provisions added thereto pursuant to the Second amendment are further amended
in part as follows:

Purchaser acknowledges and agrees that Seller shall not be obligated
to return to Purchaser the $10,000.00 portion of the Earnest Money
previously delivered to Seller by the Title Company unless the closing
does not occur due to failure on the part of Seller to perform any of
its obligations hereunder.

2. Section 10.1 of the Contract, as previously amended, is
amended in its entirety to read as follows:

3. Sections 10.4(b) and (c) of the Contract, as previously
amended, are hereby amended in their entirety to read as follows:
<PAGE> 2
(b) Purchaser and Seller agree to use their reasonable best
efforts to prorate at Closing effective as of the Closing Date all other income
and ordinary operating expenses for or pertaining to the Property, including,
but not limited to, public utility charges, maintenance, service charges, and
all other normal operating charges of the Property.

SELLER:

OCEAN SPRINGS HOTEL COMPANY,
a Mississippi corporation

By: /s/ CHARLES BLAND
------------------------------
Charles Bland, President

PURCHASER:

HOST FUNDING, INC.,
a Maryland corporation

By: /s/ MICHAEL MCNULTY
------------------------------
Michael McNulty, President

-2-

<PAGE> 1
EXHIBIT 10.9

ASSIGNMENT OF CONTRACT OF PURCHASE AND SALE

THIS ASSIGNMENT OF CONTRACT OF PURCHASE AND SALE ("Assignment"), is
entered into and executed by and between HOST FUNDING, INC., a Maryland
corporation ("Assignor"), and CROSSHOST, INC., a Maryland corporation
("Assignee").

W I T N E S S E T H:

Assignor has heretofore entered into that certain Contract of Purchase
and Sale (as same may have been from time to time amended, the "Contract"),
dated effective as of May 24, 1996, between Assignor, as purchaser, and Capital
Circle Hotel Company, a Florida corporation, as seller, covering properties
situated in Leon, Sarasota and Walton Counties, Florida, respectively, and more
particularly described in the Contract.

Assignee desires to acquire from Assignor, and Assignor desires to
assign to Assignee, the Contract.

NOW, THEREFORE, for and in consideration of the premises and the
agreements and covenants herein set forth, together with the sum of Ten and
No/100 Dollars ($10.00) and other good and valuable consideration this day paid
and delivered by Assignee to Assignor, the receipt and sufficiency of all of
which by Assignor are hereby confessed and acknowledged, Assignor does hereby
ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of Assignor's right,
title and interest in and to the Contract, and all of the rights benefits and
privileges of the purchaser thereunder, but subject to all terms, conditions,
reservations and limitations set forth in the Contract.

Assignor covenants and warrants to Assignee that: (a) Assignor is the
lawful owner and holder of all of the right, title and interest of the
purchaser in and to the Contract; (b) such right, title and interest is free
from all liens, security interest, and other encumbrances of all kinds; (c) the
Contract is in full force and effect and to the best of Assignor's actual
knowledge, no default (nor any event which with notice or lapse of time or both
could cause a default) has occurred under the Contract; and (d) Assignor
warrants such rights, title, and interests in and to the Contract to Assignee
against all adverse claims.

<PAGE> 2
All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.

IN WITNESS WHEREOF, Assignee and Assignor have executed this
Assignment effective as of the 13 day of September, 1996.

ASSIGNOR:
--------

HOST FUNDING, INC.,
a Maryland corporation

By: /s/ MICHAEL S. MCNULTY
--------------------------------------------
Michael S. McNulty, President

ASSIGNEE:
--------

CROSSHOST, INC.,
a Maryland corporation

By: /s/ MICHAEL S. MCNULTY
--------------------------------------------
Michael S. McNulty, President

APPROVED AND CONSENTED TO
this 13 day of September, 1996.

CAPITAL CIRCLE HOTEL COMPANY,
a Florida corporation

By: /s/ CHARLES BLAND
------------------------------------------

Name: CHARLES BLAND
-----------------------------------------

Title: PRESIDENT
------------------------------------------

<PAGE> 1
EXHIBIT 10.10

ASSIGNMENT OF CONTRACT OF PURCHASE AND SALE

THE STATE OF MISSISSIPPI )
) KNOW ALL MEN BY THESE PRESENTS
COUNTY OF JACKSON )

THIS ASSIGNMENT OF CONTRACT OF PURCHASE AND SALE ("Assignment"), is
entered and executed by and between HOST FUNDING, INC., a Maryland corporation
("Assignor"), and CROSSHOST, INC., a Maryland corporation ("Assignee").

W I T N E S S E T H:

Assignor has heretofore entered into that certain Contract of Purchase
and Sale (as same may have been from time to time amended, the "Contract"),
dated effective as of May 24, 1996, between Assignor, as purchaser, and Ocean
Springs Hotel Company, a Mississippi corporation, as seller, covering property
situated in Jackson County, Mississippi, and more particularly described in the
Contract.

Assignee desires to purchase from Assignor, and Assignor desires to
sell and assign to Assignee, the Contract.

TO HAVE AND TO HOLD all and singular the Contract unto Assignee, its
successors and assigns, and Assignor does hereby bind itself and its successors
and assigns, to WARRANT and FOREVER DEFEND all and singular the Contract unto
Assignee, its successors and assigns, against every person whomsoever lawfully
claiming or attempting to claim same, or any part thereof, by, through or under
Assignor, but not otherwise.

It is specifically agreed that Assignor shall not be responsible to
the seller under the Contract for the discharge and performance of any and all
duties and obligations to be performed and/or discharged by the purchaser
thereunder after the date hereof. By accepting this Assignment and by its
execution hereof, Assignee covenants and agrees to indemnify, save and hold
harmless Assignor from and against any and all loss, liability, claims or
causes of action existing in favor of or asserted by the seller under the
Contract arising out of or relating to Assignee's failure to perform any of the
obligations of the purchaser under the Contract after the date hereof.
<PAGE> 2
Assignor covenants and warrants to Assignee that: (a) Assignor is the
lawful owner and holder of all of the right, title and interest of the
purchaser in and to the Contract; (b) such right, title and interest is free
from all liens, security interest, and other encumbrances of all kinds; (c) the
Contract is in full force and effect and to the best of Assignor's actual
knowledge, no default (nor any event which with notice or lapse of time or both
could cause a default) has occurred under the Contract; and (d) Assignor
warrants such rights, title, and interests in and to the Contract to Assignee
against all adverse claims.

All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.

IN WITNESS WHEREOF, Assignee and Assignor have executed this
Assignment effective as of the 13 day of September, 1996.

ASSIGNOR:
--------

HOST FUNDING, INC.,
a Maryland corporation

By: /s/ MICHAEL S. MCNULTY
------------------------------------
Michael S. McNulty, President

ASSIGNEE:
--------

CROSSHOST, INC.,
a Maryland corporation

By: /s/ MICHAEL S. MCNULTY
-------------------------------
Michael S. McNulty, President

2
<PAGE> 3
APPROVED AND CONSENTED TO
this 13 day of September, 1996.

OCEAN SPRINGS HOTEL COMPANY,
a Mississippi corporation

By: /s/ CHARLES BLAND
--------------------------------------

Name: CHARLES BLAND
------------------------------------

Title: PRESIDENT
-----------------------------------

<PAGE> 1
EXHIBIT 10.11

PROMISSORY NOTE

Dated as of September 13, 1996

$15,500,000.00

FOR VALUE RECEIVED, the undersigned, CROSSHOST, INC. ("Maker"), promises
to pay to the order of CS FIRST BOSTON MORTGAGE CAPITAL CORP. ("Payee"), at the
office of Payee at 55 East 52nd Street, New York, New York 10055-0186, or at
such other place as Payee may designate to Maker in writing from time to time,
the principal sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($15,500,000.00), together with interest on so much as is outstanding and
unpaid, in lawful money of the United States of America, which shall at the
time of payment be legal tender in payment of all debts and dues, public and
private.

ARTICLE I - SECURED NOTE

The indebtedness evidenced by this Promissory Note (the "Note") and
the obligations created hereby are secured by certain mortgages and deeds of
trust and security agreements (collectively, the "Security Instrument") from
Maker for the benefit of Payee, dated of even date herewith. The Security
Instrument together with this Note and all other documents to or of which Payee
is a party or beneficiary now or hereafter evidencing, securing, guarantying,
modifying or otherwise relating to the indebtedness evidenced hereby, are
herein referred to collectively as the "Loan Documents". All of the terms and
provisions of the Loan Documents are incorporated herein by reference. Some of
the Loan Documents are to be filed for record on or about the date hereof in
the appropriate public records.

ARTICLE II - TERMS AND CONDITIONS

1. Computation of Interest. Interest shall be computed hereunder
based on a 360-day year and based on the actual number of days in the period
for which interest is charged, on so much of this Note as is from time to time
outstanding on the first day of the applicable Interest Accrual Period. For
purposes of this Note, Interest Accrual Period shall mean the period from and
including the Closing Date to and including the last day of the calendar month
in which the Closing Date occurs and thereafter, each one (1) month period,
which shall be a calendar month, provided, however, no Interest Accrual Period,
shall extend beyond the Maturity Date (as hereinafter defined).
<PAGE> 2
2. Payment of Principal and Interest. Payments in federal funds
immediately available in the place designated for payment received by Payee
prior to 2:00 p.m. local time at said place of payment shall be credited prior
to close of business, while other payments may, at the option of Payee, not be
credited until immediately available to Payee in federal funds in the place
designated for payment prior to 2:00 p.m. local time at said place of payment
on a day on which Payee is open for business.

(a) Interest shall be payable at the Interest Rate in effect,
beginning on the first day of the second full calendar month following the date
of this Note (or on the first day of the first full calendar month following
the date hereof, in the event the advance of the principal amount evidenced by
this Note is the first day of a calendar month), and continuing on the first
day of each and every month thereafter (each, a "Payment Date") through and
including September 1, 1997. On October 1, 1997 (the "Maturity Date") the
entire outstanding principal balance hereof, together with all accrued but
unpaid interest thereon, shall be due and payable in full.

(b) To the extent any payment is or becomes due and payable
under this Note or any of the other Loan Documents on a day (the "Due Date")
which is not a Business Day (as hereinafter defined), such Payments are and
shall be due and payable on the first Business Day immediately following the
Due Date for such Payments and in such event, the interest which accrues on the
Loan from the Due Date to the first Business Day immediately following the Due
Date shall not be due and payable until the next succeeding Due Date.

(c) On each Interest Determination Date (as hereinafter
defined) until all sums due under this Note have been paid in full, the LIBOR
Rate shall be the rate (expressed as a percentage per annum) for deposits in
U.S. Dollars for a one (1) month period that appears on Telerate Page 3750 (or
the successor page thereto) as of 11:00 a.m., London time, on such Interest
Determination Date to the extent available. If such rate does not appear on
Telerate Page 3750 (or the successor page thereto) as of 11:00 a.m., London
time, on the applicable Interest Determination Date, the LIBOR Rate will be the
arithmetic mean of the offered rates (expressed as a percentage per annum) for
deposits in U.S. dollars for a one (1) month period that appear on the Reuters
Screen LIBO Page (as hereinafter defined) as of 11:00 a.m., London time, on
such Interest Determination Date, if at least two such offered rates so appear.
If fewer than two such offered rates appear on the Reuters Screen LIBO Page as
of 11:00 a.m., London time, on the applicable Interest Determination Date, the
Payee will request the principal London office of any four (4) major reference
banks in the London interbank market selected by the Payee in its sole
discretion to provide such bank's offered quotation (expressed as a percentage
per annum) to prime banks in the London interbank market for

2
<PAGE> 3
deposits in U.S. dollars for a one (1) month period as of 11:00 a.m. London
time on such Interest Determination Date for amounts of not less than
$1,000,000. If at least two such offered quotations are so provided, the LIBOR
Rate will be the arithmetic mean of such quotation. If fewer than two such
quotations are so provided, the Payee will request any three (3) major banks in
New York City selected by the Payee in its sole discretion to provide such
bank's rate (expressed as a percentage per annum) for loans in U.S. dollars to
leading European banks for a one (1) month period as of approximately 11:00
a.m. New York City time, on the applicable Interest Determination Date for
amounts of not less than $1,000,000. If at least two such rates are so
provided, the LIBOR Rate will be the arithmetic mean of such rates. If fewer
than two such rates are so provided, the then LIBOR Rate will be the LIBOR Rate
in effect on the preceding Interest Determination Date. The establishment of
the LIBOR Rate on each Interest Determination Date by the Payee and the Payee's
calculation of the rate of interest applicable to this Note shall (in the
absence of manifest error) be final and binding.

(d) If any law, treaty, rule or regulation or determination of
an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person (as hereinafter defined) or any of
its property or to which such Person or any of its property is subject or any
change therein or in the interpretation or application thereof, shall make it
unlawful for the Payee to make or maintain the interest rate based upon the
LIBOR Rate plus the LIBOR Margin or to give effect to its obligations as
contemplated hereby, then upon notice by the Payee to Maker, the Interest Rate
shall be automatically converted to the interest rate which was established on
the immediately preceding Interest Determination Date.

For purposes of this Note, "Business Day" shall mean any day other than (a) a
Saturday or Sunday, or (b) a day on which banking and saving and loan
institutions in the New York, New York are authorized or obligated by law or
executive order to be closed or when used with respect to an Interest
Determination Date; "LIBOR Business Day" shall mean a day in which banks are
open for dealing in foreign currency and exchange in London and New York;
"Person" shall mean any individual, corporation, partnership, joint venture,
estate, trust, unincorporated association, any federal, state, county or
municipal government or any bureau, department or agency thereof and any
fiduciary acting in such capacity on behalf of any of the foregoing; "LIBOR
Rate" shall mean the London interbank offered rate for thirty (30) day United
States Dollar deposits established by the Payee in accordance with the terms of
this Note on each Interest Determination Date; "Interest Determination Date"
shall mean the second LIBOR Business Day prior to the date on which the payment
is due hereunder; "Interest Rate" shall mean the rate per annum (expressed as a
percentage) equal to the LIBOR Rate plus the LIBOR Margin except for the First
Interest Accrual Period (as

3
<PAGE> 4
hereinafter defined) for which the Interest Rate shall be 8.549% per annum;
"LIBOR Margin" shall mean 304.5 basis points; "Reuters Screen LIBO Page" shall
mean the display page designated as "LIBO" on the Reuters Monitor Money Rates
Service; and "First Interest Accrual Period" shall mean the period from and
including the Closing Date to and including the last day of the calendar month
in which the Closing Date occurs.

3 Application of Payments. Each such monthly installment shall be
applied first to the payment of accrued interest and then to reduction of
principal.

4 Payment of "Short Interest". If the advance of the principal
amount evidenced by this Note is made on a date other than the first day of a
calendar month, then Maker shall pay to Payee contemporaneously with the
execution hereof interest at the Interest Rate for a period from the date
hereof through and including the last day of this calendar month.

5 Prepayment.

This Note may be prepaid in whole or in part on any Payment Date,
provided, however, that (i) written notice of such prepayment is received by
Payee not more than thirty (30) nor less than fifteen (15) days prior to the
date of such prepayment, provided, however, that in the event any partial
prepayments would, in the aggregate, reduce the unpaid principal sum due
hereunder below $10,000,000, Maker shall be required to prepay this Note in
full and (ii) notwithstanding which day of a calendar month on which such
prepayment is made, such prepayment is accompanied by all interest accrued, or
which would accrue, hereunder through and including the last day of the
calendar month in which such prepayment is made and all other sums due
hereunder or under the other Loan Documents.

ARTICLE III - DEFAULT

1 Events of Default. It is hereby expressly agreed that should any
default occur in the payment of principal or interest as stipulated above and
such payment is not made within fifteen (15) days of the date such payment is
due (provided that no grace period is provided for the payment of principal and
interest due on the Maturity Date), or should any other default occur under any
of the Loan Documents which is not cured within any applicable grace or cure
period, then a default shall exist hereunder, and in such event the
indebtedness evidenced hereby, including all sums advanced or accrued hereunder
or under any other Loan Document, and all unpaid interest accrued thereon,
shall, at the option of Payee and without notice to Maker, at once become due
and payable and may be collected forthwith, whether or not there has been a
prior

4
<PAGE> 5
demand for payment and regardless of the stipulated date of maturity.

2 Late Charges. In the event that any payment is not received by
Payee on the Due Date (subject to the applicable grace period), then in
addition to any default interest payments due hereunder, Maker shall also pay
to Payee a late charge in an amount equal to three percent (3%) of the amount
of such overdue payment.

3 Default Interest Rate. So long as any default exists hereunder,
regardless of whether or not there has been an acceleration of the indebtedness
evidenced hereby, and at all times after maturity of the indebtedness evidenced
hereby (whether by acceleration or otherwise), interest shall accrue on the
outstanding principal balance of this Note at a rate equal to the LIBOR Rate
plus eight hundred (800) basis points, or if such increased rate of interest
may not be collected under applicable law, then at the maximum rate of
interest, if any, which may be collected from Maker under applicable law (the
"Default Interest Rate"), and such default interest shall be immediately due
and payable.

4 Maker's Agreements. Maker acknowledges that it would be
extremely difficult or impracticable to determine Payee's actual damages
resulting from any late payment or default, and such late charges and default
interest are reasonable estimates of those damages and do not constitute a
penalty. The remedies of Payee in this Note or in the Loan Documents, or at
law or in equity, shall be cumulative and concurrent, and may be pursued
singly, successively or together, in Payee's discretion.

5 Maker to Pay Costs. In the event this Note, or any part hereof,
is collected by or through an attorney-at-law, Maker agrees to pay all costs of
collection, including, but not limited to, reasonable attorneys' fees.

6 Exculpation. Notwithstanding anything in the Loan Documents to
the contrary, but subject to the qualifications hereinbelow set forth, Payee
agrees that:

(a) Maker shall be liable upon the indebtedness evidenced
hereby and for the other obligations arising under the Loan Documents to the
full extent (but only to the extent) of the security therefor, the same being
all properties (whether real or personal), rights, estates and interests now or
at any time hereafter securing the payment of this Note and/or the other
obligations of Maker under the Loan Documents (collectively, the "Mortgaged
Property");

(b) if a default occurs in the timely and proper payment of
all or any part of such indebtedness evidenced hereby or in the timely and
proper performance of the other obligations of Maker

5
<PAGE> 6
under the Loan Documents, any judicial proceedings brought by Payee against
Maker shall be limited to the preservation, enforcement and foreclosure, or any
thereof, of the liens, security titles, estates, assignments, rights and
security interests now or at any time hereafter securing the payment of this
Note and/or the other obligations of Maker under the Loan Documents, and no
attachment, execution or other writ of process shall be sought, issued or
levied upon any assets, properties or funds of Maker other than the Mortgaged
Property, except with respect to the liability described below in this section;
and

(c) in the event of a foreclosure of such liens, security titles,
estates, assignments, rights or security interests securing the payment of this
Note and/or the other obligations of Maker under the Loan Documents, no
judgment for any deficiency upon the indebtedness evidenced hereby shall be
sought or obtained by Payee against Maker, except with respect to the liability
described below in this section; provided, however, that, notwithstanding the
foregoing provisions of this section, Maker shall be fully and personally
liable and subject to legal action (i) for proceeds paid under any insurance
policies (or paid as a result of any other claim or cause of action against any
person or entity) by reason of damage, loss or destruction to all or any
portion of the Mortgaged Property, to the full extent of such proceeds not
previously delivered to Payee, but which, under the terms of the Loan
Documents, should have been delivered to Payee, (ii) for proceeds or awards
resulting from the condemnation or other taking in lieu of condemnation of all
or any portion of the Mortgaged Property, or any of them, to the full extent of
such proceeds or awards not previously delivered to Payee, but which, under the
terms of the Loan Documents, should have been delivered to Payee, (iii) for all
tenant security deposits or other refundable deposits paid to or held by Maker
or any other person or entity in connection with leases of all or any portion
of the Mortgaged Property which are not applied in accordance with the terms of
the applicable lease or other agreement, (iv) for rent and other payments
received from tenants under leases of all or any portion of the Mortgaged
Property paid more than one month in advance, (v) for rents, issues, profits
and revenues of all or any portion of the Mortgaged Property received or
applicable to a period after any notice of default from Payee hereunder or
under the Loan Documents in the event of any default by Maker hereunder or
thereunder which are not either applied to the ordinary and necessary expenses
of owning and operating the Mortgaged Property or paid to Payee, (vi) for waste
committed on the Mortgaged Property, damage to the Mortgaged Property as a
result of the intentional misconduct or gross negligence of Maker or any of its
principals, officers or general partners, or any agent or employee of any such
persons, or any removal of the Mortgaged Property in violation of the terms of
the Loan Documents, to the full extent of the losses or damages incurred by
Payee on account of such failure, (vii) for failure to pay any valid taxes,
assessments, mechanic's liens, materialmen's

6
<PAGE> 7
liens or other liens which could create liens on any portion of the Mortgaged
Property which would be superior to the lien or security title of the Security
Instrument or the other Loan Documents, to the full extent of the amount
claimed by any such lien claimant, (viii) for all obligations and indemnities
of Maker under the Loan Documents relating to hazardous or toxic substances or
compliance with environmental laws and regulations to the full extent of any
losses or damages (including those resulting from diminution in value of any
Mortgaged Property) incurred by Payee as a result of the existence of such
hazardous or toxic substances or failure to comply with environmental laws or
regulations, and (ix) for fraud or material misrepresentation by Maker or any
of its principals, officers, or general partners, any guarantor, any indemnitor
or any agent, employee or other person authorized or apparently authorized to
make statements or representations on behalf of Maker, any principal, officer
or partner of Maker, any guarantor or any indemnitor, to the full extent of any
losses, damages and expenses of Payee on account thereof. References herein to
particular sections of the Loan Documents shall be deemed references to such
sections as affected by other provisions of the Loan Documents relating
thereto. Nothing contained in this section shall (1) be deemed to be a release
or impairment of the indebtedness evidenced by this Note or the other
obligations of Maker under the Loan Documents or the lien of the Loan Documents
upon the Mortgaged Property, or (2) preclude Payee from foreclosing the Loan
Documents in case of any default or from enforcing any of the other rights of
Payee except as stated in this section.

ARTICLE IV - GENERAL CONDITIONS

1. No Waiver; Amendment. No failure to accelerate the debt
evidenced hereby by reason of default hereunder, acceptance of a partial or
past due payment, or indulgences granted from time to time shall be construed
(i) as a novation of this Note or as a reinstatement of the indebtedness
evidenced hereby or as a waiver of such right of acceleration or of the right
of Payee thereafter to insist upon strict compliance with the terms of this
Note, or (ii) to prevent the exercise of such right of acceleration or any
other right granted hereunder or by any applicable laws; and Maker hereby
expressly waives the benefit of any statute or rule of law or equity now
provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing. No extension of the time for
the payment of this Note or any installment due hereunder, made by agreement
with any person now or hereafter liable for the payment of this Note shall
operate to release, discharge, modify, change or affect the original liability
of Maker under this Note, either in whole or in part unless Payee agrees
otherwise in writing. This Note may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

7
<PAGE> 8
2. Waivers. Presentment for payment, demand, protest and notice of
demand, protest and nonpayment and all other notices are hereby waived by
Maker. Maker hereby further waives and renounces, to the fullest extent
permitted by law, all rights to the benefits of any moratorium, reinstatement,
marshalling, forbearance, valuation, stay, extension, redemption, appraisement,
exemption and homestead now or hereafter provided by the Constitution and laws
of the United States of America and of each state thereof, both as to itself
and in and to all of its property, real and personal, against the enforcement
and collection of the obligations evidenced by this Note or the other Loan
Documents.

3. Limit of Validity. The provisions of this Note and of all
agreements between Maker and Payee, whether now existing or hereafter arising
and whether written or oral, including, but not limited to, the Loan Documents,
are hereby expressly limited so that in no contingency or event whatsoever,
whether by reason of demand or acceleration of the maturity of this Note or
otherwise, shall the amount contracted for, charged, taken, reserved, paid or
agreed to be paid ("Interest") to Payee for the use, forbearance or detention
of the money loaned under this Note exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, performance or
fulfillment of any provision hereof or of any agreement between Maker and Payee
shall, at the time performance or fulfillment of such provision shall be due,
exceed the limit for Interest prescribed by law or otherwise transcend the
limit of validity prescribed by applicable law, then ipso facto the obligation
to be performed or fulfilled shall be reduced to such limit, and if, from any
circumstance whatsoever, Payee shall ever receive anything of value deemed
Interest by applicable law in excess of the maximum lawful amount, an amount
equal to any excessive Interest shall be applied to the reduction of the
principal balance owing under this Note in the inverse order of its maturity
(whether or not then due) or at the option of Payee be paid over to Maker, and
not to the payment of Interest. All Interest (including any amounts or
payments judicially or otherwise under the law deemed to be Interest)
contracted for, charged, taken, reserved, paid or agreed to be paid to Payee
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of this Note, including any
extensions and renewals hereof until payment in full of the principal balance
of this Note so that the Interest thereon for such full term will not exceed at
any time the maximum amount permitted by applicable law. To the extent United
States federal law permits a greater amount of interest than is permitted under
the law of the State in which the Mortgaged Property is located, Payee will
rely on United Stated federal law for the purpose of determining the maximum
amount permitted by applicable law. Additionally, to the extent permitted by
applicable law now or hereafter in effect, Payee may, at its option and from
time to time, implement any other method of computing the maximum lawful rate
under the law of the State in which the Mortgaged Property is

8
<PAGE> 9
located or under other applicable law by giving notice, if required, to Maker
as provided by applicable law now or hereafter in effect. This Section 4.3
will control all agreements between Maker and Payee.

4. Use of Funds. Maker hereby warrants, represents and covenants
that no funds disbursed hereunder shall be used for personal, family or
household purposes.

5. Unconditional Payment. Maker is and shall be obligated to pay
principal, interest and any and all other amounts which become payable
hereunder or under the other Loan Documents absolutely and unconditionally and
without any abatement, postponement, diminution or deduction and without any
reduction for counterclaim or setoff. In the event that at any time any
payment received by Payee hereunder shall be deemed by a court of competent
jurisdiction to have been a voidable preference or fraudulent conveyance under
any bankruptcy, insolvency or other debtor relief law, then the obligation to
make such payment shall survive any cancellation or satisfaction of this Note
or return thereof to Maker and shall not be discharged or satisfied with any
prior payment thereof or cancellation of this Note, but shall remain a valid
and binding obligation enforceable in accordance with the terms and provisions
hereof, and such payment shall be immediately due and payable upon demand.

6. Governing Law. This Note and the obligations arising hereunder
shall be governed by, and construed in accordance with, the laws of the State
of Maryland applicable to contracts made and performed in such State (without
regard to the conflicts of law rules thereof) and any applicable law of the
United States of America. To the fullest extent permitted by law, Maker hereby
unconditionally and irrevocably waives any claim to assert that the law of any
other jurisdiction governs this Note

ARTICLE V - MISCELLANEOUS PROVISIONS

The terms and provisions hereof shall be binding upon and inure to the
benefit of Maker and Payee and their respective heirs, executors, legal
representatives, successors, successors-in-title and assigns, whether by
voluntary action of the parties or by operation of law. As used herein, the
terms "Maker" and "Payee" shall be deemed to include their respective heirs,
executors, legal representatives, successors, successors-in-title and assigns,
whether by voluntary action of the parties or by operation of law. If Maker
consists of more than one person or entity, each shall be jointly and severally
liable to perform the obligations of Maker under this Note. All personal
pronouns used herein, whether used in the masculine, feminine or neuter gender,
shall include all other genders; the singular shall include the plural and vice
versa. Titles of articles and sections are for convenience only and in no way
define, limit, amplify or describe the scope or

9
<PAGE> 10
intent of any provisions hereof. Time is of the essence with respect to all
provisions of this Note. This Note and the other Loan Documents contain the
entire agreements between the parties hereto relating to the subject matter
hereof and thereof and all

THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK

10
<PAGE> 11
prior agreements relative hereto and thereto which are not contained herein or
therein are terminated.

IN WITNESS WHEREOF, Maker has executed this Note as of the date first
written above.

MAKER:
-----

CROSSHOST, INC.

By: /s/ MICHAEL S. MCNULTY
----------------------------
Name: Michael S. McNulty
Title: President

<PAGE> 1
EXHIBIT 10.12
================================================================================

CROSSHOST, INC.

as Mortgagor

CS FIRST BOSTON MORTGAGE CAPITAL CORP.,

as Mortgagee

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

MORTGAGE AND SECURITY AGREEMENT

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

Date: as of September 13th, 1996

PREPARED BY AND UPON RECORDATION RETURN TO:

Brown & Wood LLP
One World Trade Center
57th Floor
New York, New York 10048

Attention: David J. Weinberger, Esq.

================================================================================

<PAGE> 2
TABLE OF CONTENTS

ARTICLE I
<TABLE>
<S> <C> <C>
COVENANTS OF MORTGAGOR . . . . . . . . . . . 6
----------------------
1.1 Warranties of Mortgagor . . . . . . . . . . . . . . . . 6
-----------------------
1.2 Defense of Title . . . . . . . . . . . . . . . . . . . . 9
----------------
1.3 Performance of Obligations . . . . . . . . . . . . . . . 10
--------------------------
1.4 Insurance . . . . . . . . . . . . . . . . . . . . . . . 10
---------
1.5 Payment of Taxes . . . . . . . . . . . . . . . . . . . . 13
----------------
1.6 Tax and Insurance Impound Account . . . . . . . . . . . 14
---------------------------------
1.7 Furniture, Fixtures and Equipment Reserve . . . . . . . 16
-----------------------------------------
1.8 Required Debt Service Coverage . . . . . . . . . . . . . 18
------------------------------
1.9 Casualty and Condemnation . . . . . . . . . . . . . . . 18
-------------------------
1.10 Construction Liens . . . . . . . . . . . . . . . . . . . 22
------------------
1.11 Rents . . . . . . . . . . . . . . . . . . . . . . . . . 22
-----
1.12 Leases and Licenses . . . . . . . . . . . . . . . . . . 23
-------------------
1.13 Alienation and Further Encumbrances . . . . . . . . . . 27
-----------------------------------
1.14 Payment of Utilities, Assessments, Charges, Etc. . . . . 30
------------------------------------------------
1.15 Access Privileges and Inspections . . . . . . . . . . . 31
---------------------------------
1.16 Waste; Alteration of Improvements . . . . . . . . . . . 31
---------------------------------
1.17 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . 31
------
1.18 Financial Statements and Books and Records . . . . . . . 32
------------------------------------------
1.19 Further Documentation . . . . . . . . . . . . . . . . . 33
---------------------
1.20 Payment of Costs; Reimbursement to Mortgagee . . . . . . 33
--------------------------------------------
1.21 Security Interest . . . . . . . . . . . . . . . . . . . 35
-----------------
1.22 Security Agreement . . . . . . . . . . . . . . . . . . . 36
------------------
1.23 Easements and Rights-of-Way . . . . . . . . . . . . . . 38
---------------------------
1.24 Compliance with Laws . . . . . . . . . . . . . . . . . . 38
--------------------
1.25 Additional Taxes . . . . . . . . . . . . . . . . . . . . 39
----------------
1.26 Secured Indebtedness . . . . . . . . . . . . . . . . . . 39
--------------------
1.27 Mortgagor's Waivers . . . . . . . . . . . . . . . . . . 39
-------------------
1.28 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL . . . . 41
------------------------------------------------
1.29 Contractual Statute of Limitations . . . . . . . . . . . 41
----------------------------------
1.30 Management . . . . . . . . . . . . . . . . . . . . . . . 42
----------
1.31 Hazardous Waste and Other Substances . . . . . . . . . . 42
------------------------------------
1.32 Indemnification; Subrogation . . . . . . . . . . . . . . 46
----------------------------
1.33 Covenants with Respect to Indebtedness, Operations,
---------------------------------------------------
Fundamental Changes of Mortgagor . . . . . . . . . . . . 47
--------------------------------
1.34 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . 49
---------------------
1.35 Repayment Fee . . . . . . . . . . . . . . . . . . . . . 49
-------------
1.36 Release of Mortgaged Property . . . . . . . . . . . . . 49
-----------------------------
</TABLE>

i
<PAGE> 3
ARTICLE II
<TABLE>
<S> <C> <C>
EVENTS OF DEFAULT . . . . . . . . . . . . 52
-----------------
2.1 Events of Default . . . . . . . . . . . . . . . . . . . 52
-----------------

ARTICLE III
REMEDIES . . . . . . . . . . . . . . 54
--------
3.1 Remedies Available . . . . . . . . . . . . . . . . . . . 54
------------------
3.2 Application of Proceeds . . . . . . . . . . . . . . . . 57
-----------------------
3.3 Right and Authority of Receiver or Mortgagee in the
---------------------------------------------------
Event of Default; Power of Attorney . . . . . . . . . . 57
-----------------------------------
3.4 Occupancy After Foreclosure . . . . . . . . . . . . . . 59
---------------------------
3.5 Notice to Account Debtors . . . . . . . . . . . . . . . 59
-------------------------
3.6 Cumulative Remedies . . . . . . . . . . . . . . . . . . 60
-------------------
3.7 Payment of Expenses . . . . . . . . . . . . . . . . . . 60
-------------------

ARTICLE IV
MISCELLANEOUS TERMS AND CONDITIONS . . . . . . . . 60
----------------------------------
4.1 Time of Essence . . . . . . . . . . . . . . . . . . . . 60
---------------
4.2 Release of Mortgage . . . . . . . . . . . . . . . . . . 60
-------------------
4.3 Certain Rights of Mortgagee . . . . . . . . . . . . . . 60
---------------------------
4.4 Waiver of Certain Defenses . . . . . . . . . . . . . . . 61
--------------------------
4.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . 61
-------
4.6 Successors and Assigns . . . . . . . . . . . . . . . . . 61
----------------------
4.7 Severability . . . . . . . . . . . . . . . . . . . . . . 62
------------
4.8 Gender . . . . . . . . . . . . . . . . . . . . . . . . . 62
------
4.9 Waiver; Discontinuance of Proceedings . . . . . . . . . 62
-------------------------------------
4.10 Section Headings . . . . . . . . . . . . . . . . . . . . 63
----------------
4.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 63
-------------
4.12 Counting of Days . . . . . . . . . . . . . . . . . . . . 63
----------------
4.13 Relationship of the Parties . . . . . . . . . . . . . . 63
---------------------------
4.14 Application of the Proceeds of the Note . . . . . . . . 63
---------------------------------------
4.15 Unsecured Portion of Indebtedness . . . . . . . . . . . 63
---------------------------------
4.16 Cross Default . . . . . . . . . . . . . . . . . . . . . 63
-------------
4.17 Interest After Sale . . . . . . . . . . . . . . . . . . 64
-------------------
4.18 Inconsistency with Other Loan Documents . . . . . . . . 64
---------------------------------------
4.19 Construction of this Document . . . . . . . . . . . . . 64
-----------------------------
4.20 No Merger . . . . . . . . . . . . . . . . . . . . . . . 64
---------
4.21 Rights With Respect to Junior Encumbrances . . . . . . . 64
------------------------------------------
4.22 Mortgagee May File Proofs of Claim . . . . . . . . . . . 64
----------------------------------
4.23 Fixture Filing . . . . . . . . . . . . . . . . . . . . . 65
--------------
4.24 After-Acquired Mortgaged Property . . . . . . . . . . . 65
---------------------------------
4.25 No Representation . . . . . . . . . . . . . . . . . . . 65
-----------------
4.26 Counterparts . . . . . . . . . . . . . . . . . . . . . . 65
------------
4.27 Personal Liability . . . . . . . . . . . . . . . . . . . 66
------------------
4.28 Recording and Filing . . . . . . . . . . . . . . . . . . 66
--------------------
4.29 Entire Agreement and Modifications . . . . . . . . . . . 66
----------------------------------
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C>
4.30 Maximum Interest . . . . . . . . . . . . . . . . . . . . 66
----------------
4.31 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . 67
---------------------
4.32 Franchise Agreements. . . . . . . . . . . . . . . . . . 67
--------------------
4.33 Cooperation . . . . . . . . . . . . . . . . . . . . . . 68
-----------
4.34 Certain Matters Relating to Mortgaged Property
----------------------------------------------
Located in the State of Illinois . . . . . . . . . . . . 69
--------------------------------
4.35 Certain Matters Relating to Mortgaged Property
----------------------------------------------
Located in the State of Florida . . . . . . . . . . . . 76
-------------------------------
</TABLE>

iii
<PAGE> 5
MORTGAGE AND SECURITY AGREEMENT

THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made as of
September 13th, 1996 by CROSSHOST, INC., as Mortgagor ("Mortgagor"), whose
address is 14800 Quorum Drive, Suite 510, Dallas, Texas 75240, to CS FIRST
BOSTON MORTGAGE CAPITAL CORP., as Mortgagee ("Mortgagee"), whose address is 55
East 52nd Street, New York, New York 10055-0186.

W I T N E S S E T H:

THAT FOR AND IN CONSIDERATION OF THE SUM OF TEN AND NO/100 DOLLARS
($10), AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
ARE HEREBY ACKNOWLEDGED, MORTGAGOR HEREBY IRREVOCABLY MORTGAGES, GRANTS,
BARGAINS, SELLS, CONVEYS, TRANSFERS, PLEDGES, SETS OVER AND ASSIGNS, with power
of sale, all of Mortgagor's estate, right, title and interest in, to and under
any and all of the following described property, whether now owned or hereafter
acquired (collectively, the "Mortgaged Property"):

(A) All that certain real property situated in the County of Leon,
State of Florida, more particularly described on Exhibit A attached hereto and
incorporated herein by this reference (the "Premises"), together with all of
the easements, rights, privileges, franchises, tenements, hereditaments and
appurtenances now or hereafter thereunto belonging or in any way appertaining
thereto, and all of the estate, right, title, interest, claim and demand
whatsoever of Mortgagor therein or thereto, either at law or in equity, in
possession or in expectancy, now or hereafter acquired;

(B) All structures, buildings and improvements of every kind and
description now or at any time hereafter located or placed on the Premises (the
"Improvements");

(C) All furniture, furnishings, fixtures, goods, equipment,
inventory or personal property owned by Mortgagor and now or hereafter located
on, attached to or used in and about the Improvements, including, but not
limited to, all heating, air conditioning, plumbing, lighting, communications
and elevator fixtures, inventory and articles of personal property and
accessions thereof and renewals, replacements thereof and substitutions
therefor (including, but not limited to, beds, bureaus, chiffonniers, chests,
chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes,
draperies, curtains, shades, venetian blinds, screens, paintings, hangings,
pictures, divans, couches, luggage carts, luggage racks, stools, sofas,
chinaware, linens, pillows, blankets, glassware, foodcarts,

<PAGE> 6
cookware, dry cleaning facilities, dining room wagons, keys or other entry
systems, bars, bar fixtures, liquor and other drink dispensers, icemakers,
radios, television sets, intercom and paging equipment, electric and electronic
equipment, dictating equipment, private telephone systems, medical equipment,
potted plants, heating, lighting and plumbing fixtures, fire prevention and
extinguishing apparatus, cooling and air-conditioning systems, elevators,
escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry
machines, tools, machinery, engines, dynamos, motors, boilers, incinerators,
switchboards, conduits, compressors, vacuum cleaning systems, floor brackets,
electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers,
shelving, spotlighting equipment, dishwashers, garbage disposals, washers and
dryers, other customary hotel equipment and other tangible property of every
kind and nature whatsoever and all fixtures and appurtenances thereto, and such
other goods and chattels and personal property owned by Mortgagor as are now or
hereafter used or furnished in operating the Improvements, or the activities
conducted therein, and all building materials and equipment hereafter situated
on or about the Premises or Improvements, (hereinafter collectively called the
"Equipment"), and the right, title and interest of Mortgagor in and to any of
the Equipment which may be subject to any security agreements (as defined in
the Uniform Commercial Code), superior in lien to the lien of this Mortgage,
and all warranties and guaranties relating thereto, and all additions thereto
and substitutions and replacements therefor (exclusive of any of the foregoing
owned or leased by tenants of space in the Improvements);

(D) All easements, rights-of-way, strips and gores of land,
vaults, streets, ways, alleys, passages, sewer rights, and other emblements now
or hereafter located on the Premises or under or above the same or any part or
parcel thereof, and all estates, rights, titles, interests, tenements,
hereditaments and appurtenances, reversions and remainders whatsoever, in any
way belonging, relating or appertaining to the Mortgaged Property or any part
thereof, or which hereafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired by Mortgagor;

(E) All water, ditches, wells, reservoirs and drains and all
water, ditch, well, reservoir and drainage rights which are appurtenant to,
located on, under or above or used in connection with the Premises or the
Improvements, or any part thereof, whether now existing or hereafter created or
acquired;

(F) All minerals, crops, timber, trees, shrubs, flowers and
landscaping features now or hereafter located on, under or above the Premises;

2
<PAGE> 7
(G) All cash funds, deposit accounts and other rights and evidence
of rights to cash, now or hereafter created or held by Mortgagee pursuant to
this Mortgage or any other of the Loan Documents (as hereinafter defined),
including, without limitation, all funds now or hereafter on deposit in the
Impound Account and the FF&E Reserve (each as hereinafter defined);

(H) All leases, licenses, concessions and occupancy agreements of
the Premises or the Improvements, whether written or oral, now or hereafter
entered into and all rents, royalties, issues, profits, bonus money, revenue,
income, rights and other benefits (collectively, the "Rents") of the Premises
or the Improvements, now or hereafter arising from the use or enjoyment of all
or any portion thereof or from any present or future lease (including, without
limitation, oil, gas and mineral leases), license, concession, occupancy
agreement or other agreement pertaining thereto or arising from any of the
Leases (as hereinafter defined) or any of the General Intangibles (as
hereinafter defined) and all cash or securities deposited to secure performance
by the tenants, lessees or licensees, as applicable, of their obligations under
any such leases, licenses, concessions or occupancy agreements, whether said
cash or securities are to be held until the expiration of the terms of said
leases, licenses, concessions or occupancy agreements or applied to one or more
of the installments of rent coming due prior to the expiration of said terms,
subject, however, to the provisions contained in Section 1.11 hereinbelow;

(I) All contracts and agreements now or hereafter entered into
covering any part of the Premises or the Improvements including, without
limitation, that certain lease (the "Crossroads Lease") of the Mortgaged
Property between Mortgagor and Crossroads Hospitality Tenant Company, L.L.C.
dated September 6, 1996, (collectively, the "Leases") and all revenue, income
and other benefits thereof, including, without limitation, management
agreements, service contracts, maintenance contracts, equipment leases,
personal property leases and any contracts or documents relating to
construction on any part of the Premises or the Improvements (including plans,
drawings, surveys, tests, reports, bonds and governmental approvals) or to the
management or operation of any part of the Premises or the Improvements;

(J) All present and future monetary deposits given to any public
or private utility with respect to utility services furnished to any part of
the Premises or the Improvements;

3
<PAGE> 8
names by which the Premises or the Improvements may be operated or known, all
rights to carry on business under such names, and all rights, interest and
privileges which Mortgagor has or may have as developer or declarant under any
covenants, restrictions or declarations now or hereafter relating to the
Premises or the Improvements) and all notes or chattel paper now or hereafter
arising from or by virtue of any transactions related to the Premises or the
Improvements (collectively, the "General Intangibles");

(L) All water taps, sewer taps, certificates of occupancy,
permits, licenses, franchises, certificates, consents, approvals and other
rights and privileges now or hereafter obtained in connection with the Premises
or the Improvements and all present and future warranties and guaranties
relating to the Improvements or to any equipment, fixtures, furniture,
furnishings, personal property or components of any of the foregoing now or
hereafter located or installed on the Premises or the Improvements;

(M) All building materials, supplies and equipment now or
hereafter placed on the Premises or in the Improvements and all architectural
renderings, models, drawings, plans, specifications, studies and data now or
hereafter relating to the Premises or the Improvements;

(N) All right, title and interest of Mortgagor in any insurance
policies or binders now or hereafter relating to the Mortgaged Property,
including any unearned premiums thereon;

(O) All proceeds, products, substitutions and accessions
(including claims and demands therefor) of the conversion, voluntary or
involuntary, of any of the foregoing into cash or liquidated claims, including,
without limitation, proceeds of insurance and condemnation awards; and

(P) All other or greater rights and interests of every nature in
the Premises or the Improvements and in the possession or use thereof and
income therefrom, whether now owned or hereafter acquired by Mortgagor.

FOR THE PURPOSE OF SECURING:

(1) The debt evidenced by that certain Promissory Note (such
Promissory Note, together with any and all renewals, modifications,
consolidations and extensions thereof, is hereinafter referred to as the
"Note") of even date with this Mortgage, made by Mortgagor payable to the order
of Mortgagee in the principal face amount of FIFTEEN MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($15,500,000.00), together with interest as therein
provided, with a maturity date of October 1, 1997;

4
<PAGE> 9
(2) The full and prompt payment and performance of all of the
provisions, agreements, covenants and obligations herein contained and
contained in any other agreements, documents or instruments now or hereafter
evidencing, securing or otherwise relating to the Debt (the Note, this
Mortgage, and such other agreements, documents and instruments, together with
any and all renewals, amendments, extensions and modifications thereof, are
hereinafter collectively referred to as the "Loan Documents") and the payment
of all other sums therein covenanted to be paid;

(3) Any and all additional advances made by Mortgagee to protect
or preserve the Mortgaged Property or the lien or security interest created
hereby on the Mortgaged Property, or for taxes, assessments or insurance
premiums as hereinafter provided or for performance of any of Mortgagor's
obligations hereunder or under the other Loan Documents or for any other
purpose provided herein or in the other Loan Documents (whether or not the
original Mortgagor remains the owner of the Mortgaged Property at the time of
such advances); and

(4) Any and all other indebtedness now owing or which may
hereafter be owing by Mortgagor to Mortgagee, however and whenever incurred or
evidenced, whether express or implied, direct or indirect, absolute or
contingent, or due or to become due, and all renewals, modifications,
consolidations, replacements and extensions thereof, it being contemplated by
Mortgagor and Mortgagee that Mortgagor may hereafter become so indebted to
Mortgagee.

(All of the sums referred to in Paragraphs (1) through (4) above are herein
referred to as the "Debt".

TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, its
successors and assigns forever, and Mortgagor does hereby bind itself, its
successors and assigns, to WARRANT AND FOREVER DEFEND the title to the
Mortgaged Property, subject to the Permitted Encumbrances (as hereinafter
defined), to Mortgagee against every person whomsoever lawfully claiming or to
claim the same or any part thereof;

PROVIDED, HOWEVER, that if the principal and interest and all other
sums due or to become due under the Note, including, without limitation, any
prepayment fees required pursuant to the terms of the Note, shall have been
paid at the time and in the manner stipulated therein and the Debt shall have
been paid and all other covenants contained in the Loan Documents shall have
been performed, then, in such case, the liens, security interests, estates and
rights granted by this Mortgage shall be satisfied and the estate, right, title
and interest of Mortgagee in the Mortgaged Property shall cease, and upon
payment to Mortgagee of all costs and expenses incurred for the preparation of
the release

5
<PAGE> 10
hereinafter referenced and all recording costs if allowed by law, Mortgagee
shall promptly satisfy and release this Mortgage of record and the lien hereof
by proper instrument.

ARTICLE I
COVENANTS OF MORTGAGOR

For the purpose of further securing the Debt and for the protection of
the security of this Mortgage, for so long as the Debt or any part thereof
remains unpaid, Mortgagor covenants and agrees as follows:

1.1 Warranties of Mortgagor. Mortgagor, for itself and its
successors and assigns, does hereby represent, warrant and covenant to and with
Mortgagee, its successors and assigns, that:

(a) Mortgagor has good, marketable and indefeasible fee
simple title to the Mortgaged Property, subject only to those matters expressly
set forth as exceptions to or subordinate matters in the title insurance policy
insuring the lien of this Mortgage (such items being the "Permitted
Encumbrances"), and has full power and lawful authority to grant, bargain,
sell, convey, assign, transfer, encumber and mortgage its interest in the
Mortgaged Property in the manner and form hereby done or intended. Mortgagor
will preserve its interest in and title to the Mortgaged Property and will
forever warrant and defend the same to Mortgagee against any and all claims
whatsoever and will forever warrant and defend the validity and priority of the
lien and security interest created herein against the claims of all persons and
parties whomsoever, subject to the Permitted Encumbrances. The foregoing
warranty of title shall survive the foreclosure of this Mortgage and shall
inure to the benefit of and be enforceable by Mortgagee in the event Mortgagee
acquires title to the Mortgaged Property pursuant to any foreclosure;

(b) No bankruptcy or insolvency proceedings are pending
or contemplated by Mortgagor or, to the best knowledge of Mortgagor, against
Mortgagor or by or against any endorser, cosigner or guarantor of the Note;

(c) All reports, certificates, affidavits, statements and
other data furnished by Mortgagor to Mortgagee in connection with the loan
evidenced by the Note are true and correct in all material respects and do not
omit to state any fact or circumstance necessary to make the statements
contained therein not misleading;

(d) The execution, delivery and performance of this
Mortgage, the Note and all of the other Loan Documents have been duly
authorized by all necessary action to be, and are, binding and enforceable
against Mortgagor in accordance with the respective

6
<PAGE> 11
terms thereof and do not contravene, result in a breach of or constitute a
default (nor upon the giving of notice or the passage of time or both will same
constitute a default) under the partnership agreement, articles of
incorporation or other organizational documents of Mortgagor or any contract or
agreement of any nature to which Mortgagor is a party or by which Mortgagor or
any of its property may be bound and do not violate or contravene any law,
order, decree, rule or regulation to which Mortgagor is subject;

(e) The Premises and the Improvements and the intended
use thereof by Mortgagor comply with all applicable restrictive covenants,
zoning ordinances, subdivision and building codes, flood disaster laws,
applicable health and environmental laws and regulations and all other
ordinances, orders or requirements issued by any state, federal or municipal
authorities having or claiming jurisdiction over the Mortgaged Property. The
Premises and Improvements constitute a separate tax parcel for purposes of ad
valorem taxation. The Premises and Improvements do not require any rights
over, or restrictions against, other property in order to comply with any of
the aforesaid governmental ordinances, orders or requirements;

(f) All utility services necessary and sufficient for the
full use, occupancy, operation and disposition of the Premises and the
Improvements for their intended purposes are available to the Mortgaged
Property, including water, storm sewer, sanitary sewer, gas, electric, cable
and telephone facilities, through public rights-of-way or perpetual private
easements approved by Mortgagee;

(g) All streets, roads, highways, bridges and waterways
necessary for access to and full use, occupancy, operation and disposition of
the Premises and the Improvements have been completed, have been dedicated to
and accepted by the appropriate municipal authority and are open and available
to the Premises and the Improvements without further condition or cost to
Mortgagor;

(h) All curb cuts, driveways and traffic signals shown on
the survey delivered to Mortgagee prior to the execution and delivery of this
Mortgage are existing and have been fully approved by the appropriate
governmental authority;

(i) There are no judicial, administrative, mediation or
arbitration actions, suits or proceedings pending or threatened against or
affecting Mortgagor (or, if Mortgagor is a partnership, any of its general
partners) or the Mortgaged Property which, if adversely determined, would
materially impair either the Mortgaged Property or Mortgagor's ability to
perform the covenants or obligations required to be performed under the Loan
Documents;

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<PAGE> 12
(j) The Mortgaged Property is free from delinquent water
charges, sewer rents, taxes and assessments;

(k) As of the date of this Mortgage, the Mortgaged
Property is free from unrepaired damage caused by fire, flood, accident or
other casualty;

(l) As of the date of this Mortgage, no part of the
Premises or the Improvements has been taken in condemnation, eminent domain or
like proceeding nor is any such proceeding pending or, to Mortgagor's knowledge
and belief, threatened or contemplated;

(m) Mortgagor possesses all franchises, patents,
copyrights, trademarks, trade names, licenses and permits necessary for the
conduct of its business substantially as now conducted;

(n) The Improvements are structurally sound, in good
repair and free of defects in materials and workmanship and have been
constructed and installed in substantial compliance with the plans and
specifications relating thereto. All major building systems located within the
Improvements, including, without limitation, the heating and air conditioning
systems and the electrical and plumbing systems, are in good working order and
condition;

(o) Mortgagor has delivered to Mortgagee true, correct
and complete copies of all Leases and all amendments thereto or modifications
thereof;

(p) Mortgagor and the Mortgaged Property are free from
any past due obligations for sales and payroll taxes;

(q) There are no security agreements or financing
statements affecting any of the Mortgaged Property other than (i) as disclosed
in writing by Mortgagor to Mortgagee prior to the date hereof and (ii) the
security agreements and financing statements created in favor of Mortgagee;

(r) Mortgagor has delivered a true, correct and complete
schedule (the "Rent Roll") of all leases affecting the Mortgaged Property as of
the date hereof, which accurately and completely sets forth in all material
respects for each such Lease, the following: the name of the tenant, the lease
expiration date, extension and renewal provisions, the base rent payable, and
the security deposit held thereunder;

(s) Each Lease constitutes the legal, valid and binding
obligation of Mortgagor and, to the best of Mortgagor's knowledge and belief,
is enforceable against the tenant thereof. No default exists, or with the
passing of time or the giving of notice or both

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<PAGE> 13
would exist, under any Lease which would, in the aggregate, have a material
adverse effect on Mortgagor or the Mortgaged Property;

(t) No tenant under any Lease has, as of the date hereof,
paid rent more than thirty (30) days in advance, and the rents under such
Leases have not been waived, released, or otherwise discharged or compromised;

(u) All work to be performed by Mortgagor under the
Leases has been substantially performed, all contributions to be made by
Mortgagor to the tenants thereunder have been made and all other conditions
precedent to each such tenant's obligations thereunder have been satisfied;

(v) Each tenant under a Lease has entered into occupancy
of the demised premises;

(w) Mortgagor has delivered to Mortgagee true, correct
and complete copies of all Leases described in the Rent Roll;

(x) To the best of Mortgagor's knowledge and belief, each
tenant is free from bankruptcy, reorganization or arrangement proceedings or a
general assignment for the benefit of creditors; and

(y) No Lease provides any party with the right to obtain
a lien or encumbrance upon the Mortgaged Property superior to the lien of this
Mortgage.

1.2 Defense of Title. If, while this Mortgage is in force, the
title to the Mortgaged Property or the interest of Mortgagee therein shall be
the subject, directly or indirectly, of any action at law or in equity, or be
attached directly or indirectly, or endangered, clouded or adversely affected
in any manner, Mortgagor, at Mortgagor's expense, shall take all necessary and
proper steps for the defense of said title or interest, including the
employment of counsel approved by Mortgagee, the prosecution or defense of
litigation, and the compromise or discharge of claims made against said title
or interest. Notwithstanding the foregoing, in the event that Mortgagee
determines that Mortgagor is not adequately performing its obligations under
this Section, Mortgagee may, without limiting or waiving any other rights or
remedies of Mortgagee hereunder, take such steps with respect thereto as
Mortgagee shall deem necessary or proper and any and all costs and expenses
incurred by Mortgagee in connection therewith, together with interest thereon
at the Default Interest Rate (as defined in the Note) from the date incurred by
Mortgagee until actually paid by Mortgagor, shall be immediately paid by
Mortgagor on demand and shall be secured by this Mortgage and by all of the
other Loan Documents securing all or any part of the Debt.

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1.3 Performance of Obligations. Mortgagor shall pay when due the
principal of and the interest on the Debt in accordance with the terms of the
Note. Mortgagor shall also pay all charges, fees and other sums required to be
paid by Mortgagor as provided in the Loan Documents, in accordance with the
terms of the Loan Documents, and shall observe, perform and discharge all
obligations, covenants and agreements to be observed, performed or discharged
by Mortgagor set forth in the Loan Documents in accordance with their terms.
Further, Mortgagor shall promptly and strictly perform and comply with all
covenants, conditions, obligations and prohibitions required of Mortgagor in
connection with any other document or instrument affecting title to the
Mortgaged Property, or any part thereof, regardless of whether such document or
instrument is superior or subordinate to this Mortgage.

1.4 Insurance. Mortgagor shall, or shall cause the party set
forth as tenant ("Tenant") under the Crossroads Lease to, at the sole expense
of Mortgagor or Tenant, as appropriate, maintain in force and effect on the
Mortgaged Property at all times while this Mortgage continues in effect the
following insurance:

(a) Insurance against loss or damage to the Mortgaged
Property by fire, windstorm, tornado and hail and against loss and damage by
such other, further and additional risks as may be now or hereafter embraced by
an "all-risk" form of insurance policy. The amount of such insurance shall be
not less than one hundred percent (100%) of the full replacement (insurable)
cost of the Improvements, furniture, furnishings, fixtures, equipment and other
items (whether personalty or fixtures) included in the Mortgaged Property and
owned by Mortgagor from time to time, without reduction for depreciation. The
determination of the replacement cost amount shall be adjusted annually to
comply with the requirements of the insurer issuing such coverage or, at
Mortgagee's election, by reference to such indices, appraisals or information
as Mortgagee determines in its reasonable discretion. Full replacement cost,
as used herein, means, with respect to the Improvements, the cost of replacing
the Improvements without regard to deduction for depreciation, exclusive of the
cost of excavations, foundations and footings below the lowest basement floor,
and means, with respect to such furniture, furnishings, fixtures, equipment and
other items, the cost of replacing the same, in each cases, with inflation
guard coverage to reflect the effect of inflation, or annual valuation. Each
policy or policies shall contain a replacement cost endorsement and either an
agreed amount endorsement (to avoid the operation of any co-insurance
provisions) or a waiver of any co-insurance provisions, all subject to
Mortgagee's approval.

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<PAGE> 15
coverage). During any construction on the Premises, Mortgagor's general
contractor for such construction shall also provide the insurance required in
this Subsection (b). Mortgagee hereby retains the right to periodically review
the amount of said liability insurance being maintained by Mortgagor and to
require an increase in the amount of said liability insurance should Mortgagee
deem an increase to be reasonably prudent under then existing circumstances.

(c) General boiler and machinery insurance coverage is
required if steam boilers or other pressure- fired vessels are in operation at
the Premises. Minimum liability amount per accident must equal the greater of
the replacement (insurable value of the Improvements housing such boiler or
pressure-fired machinery or $2,000,000.00.

(d) If the Premises or any part thereof is identified by
the Secretary of Housing and Urban Development as being situated in an area now
or subsequently designated as having special flood hazards (including, without
limitation, those areas designated as Zone A or Zone V), flood insurance in an
amount equal to the outstanding balance of the Note or the maximum amount of
flood insurance available, whichever is the lesser.

(e) During the period of any construction on the Premises
or renovation or alteration of the Improvements, a so-called "Builder's
All-Risk Completed Value" or "Course of Construction" insurance policy in
non-reporting form for any Improvements under construction, renovation or
alteration in an amount approved by Mortgagee and Worker's Compensation
Insurance covering all persons engaged in such construction, renovation or
alteration.

(f) Loss of rents or loss of business income insurance in
amounts sufficient to compensate Mortgagor for all Rents during a period of not
less than eighteen (18) months in which the Mortgaged Property may be damaged
or destroyed.

(g) Such other insurance on the Mortgaged Property or on
any replacements or substitutions thereof or additions thereto as may from time
to time be required by Mortgagee against other insurable hazards or casualties
which at the time are commonly insured against in the case of property
similarly situated, due regard being given to the height and type of buildings,
their construction, location, use and occupancy.

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contain deductibles not in excess of five percent (5%) of the full replacement
(insurable) cost of the Mortgaged Property, and (v) be subject to the approval
of Mortgagee as to insurance companies, amounts, content, forms of policies,
method by which premiums are paid and expiration dates.

Mortgagor shall as of the date hereof deliver to Mortgagee evidence
that said insurance policies have been paid current as of the date hereof and
certified copies of such insurance policies and original certificates of
insurance signed by an authorized agent evidencing such insurance satisfactory
to Mortgagee. Mortgagor shall renew all such insurance and deliver to
Mortgagee certificates evidencing such renewals at least thirty (30) days
before any such insurance shall expire. Without limiting the required
endorsements to insurance policies, Mortgagor further agrees that all such
policies other than the liability policies shall provide that proceeds
thereunder shall be payable to Mortgagee, its successors and assigns, pursuant
and subject to a mortgagee clause (without contribution) of standard form
attached to, or otherwise made a part of, the applicable policy and that
Mortgagee, its successors and assigns, shall be named as (a) an additional
insured under all liability insurance policies (b) as the first mortgagee on
all property insurance policies and (c) as the lender's loss payee on all loss
of rents or loss of business income insurance policies. Mortgagor further
agrees that all such insurance policies: (i) shall provide for at least thirty
(30) days' prior written notice to Mortgagee prior to any cancellation or
termination thereof and prior to any modification thereof which affects the
interest of Mortgagee; (ii) shall contain an endorsement or agreement by the
insurer that any loss shall be payable to Mortgagee in accordance with the
terms of such policy notwithstanding any act or negligence of Mortgagor which
might otherwise result in forfeiture of such insurance; (iii) shall either name
Mortgagee as an additional insured or waive all rights of subrogation against
Mortgagee; (iv) in the event that the Mortgaged Property constitutes a legal
non-conforming use, shall include an ordinance or law coverage endorsement
which will contain "Demolition Cost", "Loss Due to Operation of Law", and
"Increased Cost of Construction: coverages; (v) in the event that any Lease
requires that any insurance policies affecting the Mortgaged Property contain a
waiver of subrogation provision, shall, either by their terms or by
endorsement, provide such a waiver; and (vi) may be in the form of blanket
policies provided that either such policies contain an endorsement, or
Mortgagee receives other evidence satisfactory to Mortgagee, to the effect that
the coverage provided thereby will not be affected by the failure to pay any
portion of the premium therefor which is not allocable to the Mortgaged
Property or by any other action not relating to the Mortgaged Property which
would otherwise permit the issuer thereof to cancel the coverage thereof. The
delivery to Mortgagee of the insurance policies or the certificates of
insurance as provided

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<PAGE> 17
above shall constitute an assignment of all proceeds payable under such
insurance policies relating to the Mortgaged Property by Mortgagor to Mortgagee
as further security for the Debt. In the event of foreclosure of this
Mortgage, or other transfer of title to the Mortgaged Property in
extinguishment in whole or in part of the Debt, all right, title and interest
of Mortgagor in and to all proceeds payable under such policies then in force
concerning the Mortgaged Property shall thereupon vest in the purchaser at such
foreclosure, or in Mortgagee or other transferee in the event of such other
transfer of title. Approval of any insurance by Mortgagee shall not be a
representation of the solvency of any insurer or the sufficiency of any amount
of insurance. In the event Mortgagor fails to provide, maintain, keep in force
or deliver and furnish to Mortgagee the policies of insurance required by this
Mortgage or evidence of their renewal as required herein, Mortgagee may, but
shall not be obligated to, procure such insurance and Mortgagor shall pay all
amounts advanced by Mortgagee therefor, together with interest thereon at the
Default Interest Rate from and after the date advanced by Mortgagee until
actually repaid by Mortgagor, promptly upon demand by Mortgagee. Any amounts
so advanced by Mortgagee, together with interest thereon, shall be secured by
this Mortgage and by all of the other Loan Documents securing all or any part
of the Debt. Mortgagee shall not be responsible for nor incur any liability
for the insolvency of the insurer or other failure of the insurer to perform,
even though Mortgagee has caused the insurance to be placed with the insurer
after failure of Mortgagor to furnish such insurance.

1.5 Payment of Taxes. Mortgagor shall pay or cause to be paid,
except to the extent provision is actually made therefor pursuant to Section
1.6 of this Mortgage, all taxes and assessments which are or may become a lien
on the Mortgaged Property or which are assessed against or imposed upon the
Mortgaged Property. Mortgagor shall furnish Mortgagee with receipts (or if
receipts are not immediately available, with copies of canceled checks
evidencing payment with receipts to follow promptly after they become
available) showing payment of such taxes and assessments at least fifteen (15)
days prior to the applicable delinquency date therefor. Notwithstanding the
foregoing, Mortgagor may in good faith, by appropriate proceedings and upon
notice to Mortgagee, contest the validity, applicability or amount of any
asserted tax or assessment so long as (a) such contest is diligently pursued,
(b) Mortgagee determines, in its subjective opinion, that such contest suspends
the obligation to pay the tax and that nonpayment of such tax or assessment
will not result in the sale, loss, forfeiture or diminution of the Mortgaged
Property or any part thereof or any interest of Mortgagee therein, and (c)
prior to the earlier of the commencement of such contest or the delinquency
date of the asserted tax or assessment, Mortgagor deposits in the Impound
Account (as hereinafter defined) an amount determined by Mortgagee to be
adequate to cover the payment of such tax or

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<PAGE> 18
assessment and a reasonable additional sum to cover possible interest, costs
and penalties; provided, however, that Mortgagor shall promptly cause to be
paid any amount adjudged by a court of competent jurisdiction to be due, with
all interest, costs and penalties thereon, promptly after such judgment becomes
final; and provided further that in any event each such contest shall be
concluded and the taxes, assessments, interest, costs and penalties shall be
paid prior to the date any writ or order is issued under which the Mortgaged
Property may be sold, lost or forfeited.

1.6 Tax and Insurance Impound Account. Mortgagor shall establish
and maintain at all times while this Mortgage continues in effect an impound
account (the "Impound Account") with Mortgagee for payment of real estate taxes
and assessments and insurance on the Mortgaged Property and as additional
security for the Debt. Simultaneously with the execution hereof, Mortgagor
shall deposit in the Impound Account an amount determined by Mortgagee to be
necessary to ensure that there will be on deposit with Mortgagee an amount
which, when added to the monthly payments subsequently required to be deposited
with Mortgagee hereunder on account of real estate taxes, assessments and
insurance premiums, will result in there being on deposit with Mortgagee in the
Impound Account an amount sufficient to pay the next due annual installment of
real estate taxes and assessments on the Mortgaged Property at least one (1)
month prior to the delinquency date thereof (if paid in one installment) and
the next due annual insurance premiums with respect to the Mortgaged Property
at least one (1) month prior to the due date thereof (if paid in one
installment). Commencing on the first monthly payment date under the Note and
continuing thereafter on each monthly payment date under the Note, Mortgagor
shall pay to Mortgagee, concurrently with and in addition to the monthly
payment due under the Note and until the Debt is fully paid and performed,
deposits in an amount equal to one-twelfth (1/12) of the amount of the annual
real estate taxes and assessments that will next become due and payable on the
Mortgaged Property, plus one-twelfth (1/12) of the amount of the annual
premiums that will next become due and payable on insurance policies which
Mortgagor is required to maintain hereunder, each as estimated and determined
by Mortgagee. So long as no default hereunder or under the other Loan
Documents has occurred and is continuing, all sums in the Impound Account shall
be held by Mortgagee in the Impound Account to pay said taxes, assessments and
insurance premiums in one installment before the same become delinquent.
Mortgagor shall be responsible for ensuring the receipt by Mortgagee, at least
thirty (30) days prior to the respective due date for payment thereof, of all
bills, invoices and statements for all taxes, assessments and insurance
premiums to be paid from the Impound Account, and so long as no default
hereunder or under the other Loan Documents has occurred and is continuing,
Mortgagee shall pay the governmental authority or other party entitled thereto
directly to the extent funds are available for such purpose in the Impound
Account. In

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<PAGE> 19
making any payment from the Impound Account, Mortgagee shall be entitled to
rely on any bill, statement or estimate procured from the appropriate public
office or insurance company or agent without any inquiry into the accuracy of
such bill, statement or estimate and without any inquiry into the accuracy,
validity, enforceability or contestability of any tax, assessment, valuation,
sale, forfeiture, tax lien or title or claim thereof. The Impound Account
shall not, unless otherwise explicitly required by applicable law, be or be
deemed to be escrow or trust funds, but, at Mortgagee's option and in
Mortgagee's discretion, may either be held in a separate account or be
commingled by Mortgagee with the general funds of Mortgagee. No interest on
funds contained in the Impound Account, if any, shall be paid by Mortgagee to
Mortgagor. The Impound Account is solely for the protection of Mortgagee and
entails no responsibility on Mortgagee's part beyond the payment of taxes,
assessments and insurance premiums following receipt of bills, invoices or
statements therefor in accordance with the terms hereof and beyond the allowing
of due credit for the sums actually received. Upon assignment of this Mortgage
by Mortgagee, any funds in the Impound Account shall be turned over to the
assignee and any responsibility of Mortgagee, as assignor, with respect thereto
shall terminate. If the total funds in the Impound Account shall exceed the
amount of payments actually applied by Mortgagee for the purposes of the
Impound Account, such excess may be credited by Mortgagee on subsequent
payments to be made hereunder or, at the option of Mortgagee, refunded to
Mortgagor. If, however, the Impound Account shall not contain sufficient funds
to pay the sums required when the same shall become due and payable, Mortgagor
shall, within ten (10) days after receipt of written notice thereof, deposit
with Mortgagee the full amount of any such deficiency. If Mortgagor shall fail
to deposit with Mortgagee the full amount of such deficiency as provided above,
Mortgagee shall have the option, but not the obligation, to make such deposit,
and all amounts so deposited by Mortgagee, together with interest thereon at
the Default Interest Rate from the date so deposited by Mortgagee until
actually paid by Mortgagor, shall be immediately paid by Mortgagor on demand
and shall be secured by this Mortgage and by all of the other Loan Documents
securing all or any part of the Debt evidenced by the Note. If there is a
default under this Mortgage which is not cured within any applicable grace or
cure period, Mortgagee may, but shall not be obligated to, apply at any time
the balance then remaining in the Impound Account against the Debt in whatever
order Mortgagee shall subjectively determine. No such application of the
Impound Account shall be deemed to cure any default hereunder. Upon full
payment of the Debt in accordance with its terms or at such earlier time as
Mortgagee may elect, the balance of the Impound Account then in Mortgagee's
possession shall be paid over to Mortgagor and no other party shall have any
right or claim thereto. Notwithstanding anything contained in this Section
1.6 to the contrary, so long as (a) Tenant is the sole tenant of the entire
Mortgaged Property pursuant to the Crossroads

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<PAGE> 20
Lease, (b) the Crossroads Lease is in full force and effect, (c) no default, or
event which with the passing of time or in the giving of notice would become a
default, has occurred under the Crossroads Lease, and (d) Tenant is obligated
to pay all insurance premiums before they become delinquent for all insurance
required to be maintained pursuant to Section 1.4 hereof, the obligations of
Mortgagor under this Section 1.6 to deposit into the Impound Account amounts to
pay insurance premiums shall be deemed to have been met; provided, however, in
the event the Mortgagor is obligated pursuant to the Crossroads Lease to pay
for or maintain insurance of any type required by Section 1.4 hereof, Mortgagor
shall be required to deposit sums in the Impound Account to pay the premiums
for such required insurance pursuant to the terms of this Section 1.6.

1.7 Furniture, Fixtures and Equipment Reserve.

(a) As additional security for the Debt, Mortgagor shall
establish and maintain at all times while this Mortgage continues in effect a
furniture, fixtures and equipment reserve (the "FF&E Reserve") with Mortgagee
for payment of costs and expenses incurred by Mortgagor in connection with the
repair and replacement of furniture, fixtures and equipment used at or in
connection with the operation of the Mortgaged Property. Commencing on the
first monthly payment date under the Note and continuing thereafter on each
monthly payment date under the Note, Mortgagor shall pay to Mortgagee,
concurrently with and in addition to the monthly payment due under the Note and
until the Note and all other Debt is fully paid and performed, a deposit to the
FF&E Reserve in an amount equal to that set forth in Exhibit E hereof. So long
as no default hereunder or under the other Loan Documents has occurred and is
continuing, all sums in the FF&E Reserve shall be held by Mortgagee in the FF&E
Reserve to pay the costs and expenses of furniture, fixtures and equipment. So
long as no default hereunder or under the other Loan Documents has occurred and
is continuing, Mortgagee shall, to the extent funds are available for such
purpose in the FF&E Reserve, disburse to Mortgagor the amount paid or incurred
by Mortgagor for furniture, fixtures and equipment within ten (10) days
following: (a) the receipt by Mortgagee of a written request from Mortgagor for
disbursement from the FF&E Reserve and a certification by Mortgagor in a form
approved in writing by Mortgagee that the furniture, fixtures and equipment
have been purchased has been completed; and (b) the delivery to Mortgagee of
invoices, receipts or other evidence satisfactory to Mortgagee, verifying the
cost of the furniture, fixtures and equipment for which Mortgagor is requesting
a disbursement. Mortgagee shall not be required to make advances from the FF&E
Reserve more frequently than once in any thirty (30) day period. In making any
payment from the FF&E Reserve, Mortgagee shall be entitled to rely on such
request from Mortgagor without any inquiry into the accuracy, validity or
contestability of any such amount. Mortgagee may, at Mortgagor's expense, make
or cause to be made during the term of

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<PAGE> 21
this Mortgage an annual inspection of the Mortgaged Property to determine the
need, as determined by Mortgagee in its reasonable judgment, for the
replacement and/or repair of further furniture, fixtures and equipment for the
Mortgaged Property. In the event that such inspection reveals that further
furniture, fixtures and equipment for the Mortgaged Property are required,
Mortgagee shall provide Mortgagor with a written description of the required
furniture, fixtures and equipment and Mortgagor shall purchase such furniture,
fixtures and equipment to the reasonable satisfaction of Mortgagee within
ninety (90) days after the receipt of such description from Mortgagee, or such
later date as may be approved by Mortgagee in its sole discretion. The FF&E
Reserve shall not, unless otherwise explicitly required by applicable law, be
or be deemed to be escrow or trust funds, but, at Mortgagee's option and in
Mortgagee's discretion, may either be held in a separate non-interest bearing
account or be commingled by Mortgagee with the general funds of Mortgagee. The
FF&E Reserve is solely for the protection of Mortgagee and entails no
responsibility on Mortgagee's part beyond the payment of the costs and expenses
described in this Section in accordance with the terms hereof and beyond the
allowing of due credit for the sums actually received. In the event that the
amounts on deposit or available in the FF&E Reserve are inadequate to pay the
cost of the furniture, fixtures and equipment, Mortgagor shall pay the amount
of such deficiency. Upon assignment of this Mortgage by Mortgagee, any funds
in the FF&E Reserve shall be turned over to the assignee and any responsibility
of Mortgagee, as assignor, with respect thereto shall terminate. If there is a
default under this Mortgage which is not cured within any applicable grace or
cure period, Mortgagee may, but shall not be obligated to, apply at any time
the balance then remaining in the FF&E Reserve against the Debt in whatever
order Mortgagee shall subjectively determine. No such application of the FF&E
Reserve shall be deemed to cure any default hereunder. Upon full payment of
the Debt in accordance with its terms or at such earlier time as Mortgagee may
elect, the balance of the FF&E Reserve then in Mortgagee's possession shall be
paid over to Mortgagor and no other party shall have any right or claim
thereto.

(b) As additional security for the payment and
performance by Mortgagor of all duties, responsibilities and obligations under
the Note and the other Loan Documents, Mortgagor hereby unconditionally and
irrevocably assigns, conveys, pledges, mortgages, transfers, delivers,
deposits, sets over and confirms unto Mortgagee, and hereby grants to Mortgagee
a security interest in, (i) the Impound Account and the FF&E Reserve (as
hereinafter defined) (collectively, the "Reserves"), (ii) the accounts into
which the Reserves have been deposited, (iii) all insurance on said accounts,
(iv) all accounts, contract rights and general intangibles or other rights and
interests pertaining thereto, (v) all sums now or hereafter therein or
represented thereby, (vi) all replacements, substitutions or proceeds thereof,
(vii) all

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instruments and documents now or hereafter evidencing the Reserves or such
accounts, (viii) all powers, options, rights, privileges and immunities
pertaining to the Reserves (including the right to make withdrawals therefrom),
and (ix) all proceeds of the foregoing. Mortgagor hereby authorizes and
consents to the account into which the Reserves have been deposited being held
in Mortgagee's name or the name of any entity servicing the Note for Mortgagee
and hereby acknowledges and agrees that Mortgagee, or at Mortgagee's election,
such servicing agent, shall have exclusive control over said account. Notice
of the assignment and security interest granted to Mortgagee herein may be
delivered by Mortgagee at any time to the financial institution wherein the
Reserves have been established, and Mortgagee, or such servicing entity, shall
have possession of all passbooks or other evidences of such accounts.
Mortgagor hereby assumes all risk of loss with respect to amounts on deposit in
the Reserves. Mortgagor hereby knowingly, voluntarily and intentionally
stipulates, acknowledges and agrees that the advancement of the funds from the
Reserves as set forth herein is at Mortgagor's direction and is not the
exercise by Mortgagee of any right of set-off or other remedy upon a default.
Mortgagor hereby waives all right to withdraw funds from the Reserves except as
provided for in this Mortgage. If a default shall occur hereunder or under any
other of the Loan Documents which is not cured within any applicable grace or
cure period, then Mortgagee may, without notice or demand on Mortgagor, at its
option: (A) withdraw any or all of the funds (including, without limitation,
interest) then remaining in the Reserves and apply the same, after deducting
all costs and expenses of safekeeping, collection and delivery (including, but
not limited to, reasonable attorneys' fees, costs and expenses) to the Debt or
any other obligations of Mortgagor under the other Loan Documents in such
manner or as Mortgagee shall deem appropriate in its sole discretion, and the
excess, if any, shall be paid to Mortgagor, (B) exercise any and all rights and
remedies of a secured party under any applicable Uniform Commercial Code, or
(C) exercise any other remedies available at law or in equity. No such use or
application of the funds contained in the Reserves shall be deemed to cure any
default hereunder or under the other Loan Documents.

1.8 Required Debt Service Coverage. At all time during the term
of this Mortgage, Mortgagor shall maintain an annual Aggregate Debt Service
Coverage (as defined in Section 1.36 hereof) of not less than 1.40 for the
preceding twelve (12) month period; provided that for purposes of calculating
Aggregate Debt Service Coverage for purposes of this Section 1.8, "Operating
Expenses" (as defined in Section 1.36 hereof) shall include the amounts of any
deposits to the FF&E Reserve.

1.9 Casualty and Condemnation. Mortgagor shall give Mortgagee
prompt written notice of the occurrence of any casualty affecting, or the
institution of any proceedings for eminent domain

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or for the condemnation of, the Mortgaged Property or any portion thereof. All
insurance proceeds on the Mortgaged Property, and all causes of action, claims,
compensation, awards and recoveries for any damage, condemnation or taking of
all or any part of the Mortgaged Property or for any damage or injury to it for
any loss or diminution in value of the Mortgaged Property, are hereby assigned
to and shall be paid to Mortgagee. Mortgagee may participate in any suits or
proceedings relating to any such proceeds, causes of action, claims,
compensation, awards or recoveries, and Mortgagee is hereby authorized, in its
own name or in Mortgagor's name, to adjust any loss covered by insurance or any
condemnation claim or cause of action, and to settle or compromise any claim or
cause of action in connection therewith, and Mortgagor shall from time to time
deliver to Mortgagee any instruments required to permit such participation;
provided, however, that Mortgagee shall not have the right to participate in
the adjustment of any loss which is not in excess of the lesser of (i) five
percent (5%) of the then outstanding principal balance of the Note, and (ii)
$100,000. Mortgagee shall apply any sums received by it under this Section
first to the payment of all of its costs and expenses (including, but not
limited to, legal fees and disbursements) incurred in obtaining those sums, and
then, as follows:

(a) In the event that less than sixty percent (60%) of
the Improvements located on the Premises have been taken or destroyed, then if:

(1) no default is then continuing hereunder or
under any of the other Loan Documents and no event has occurred which,
with the giving of notice or the passage of time or both, would
constitute a default hereunder or under any of the other Loan
Documents, and

(2) the Mortgaged Property can, in Mortgagee's
judgment, with diligent restoration or repair, be returned to a
condition at least equal to the condition thereof that existed prior
to the casualty or partial taking causing the loss or damage within
the earlier to occur of (i) six (6) months after the receipt of
insurance proceeds or condemnation awards by either Mortgagor or
Mortgagee, and (ii) the stated maturity date of the Note, and

(3) all necessary governmental approvals can be
obtained to allow the rebuilding and reoccupancy of the Mortgaged
Property as described in Section (a)(2) above, and

(4) there are sufficient sums available (through
insurance proceeds or condemnation awards and contributions by
Mortgagor, the full amount of which shall at Mortgagee's option have
been deposited with Mortgagee) for such

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<PAGE> 24
restoration or repair (including, without limitation, for any costs
and expenses of Mortgagee to be incurred in administering said
restoration or repair) and for payment of principal and interest to
become due and payable under the Note during such restoration or
repair, and

(5) the economic feasibility of the Improvements
after such restoration or repair will be such that income from their
operation is reasonably anticipated to be sufficient to pay operating
expenses of the Mortgaged Property and debt service on the Debt in
full with the same coverage ratio considered by Mortgagee in its
determination to make the loan secured hereby, and

(6) Mortgagor shall have delivered to Mortgagee,
at Mortgagor's sole cost and expense, an appraisal report in form and
substance satisfactory to Mortgagee appraising the value of the
Mortgaged Property as so restored or repaired to be not less than the
appraised value of the Mortgaged Property considered by Mortgagee in
its determination to make the loan secured hereby, and

(7) Mortgagor so elects by written notice
delivered to Mortgagee within five (5) days after settlement of the
aforesaid insurance or condemnation claim,

then, Mortgagee shall, solely for the purposes of such restoration or repair,
advance so much of the remainder of such sums as may be required for such
restoration or repair, and any funds deposited by Mortgagor therefor, to
Mortgagor in the manner and upon such terms and conditions as would be required
by a prudent interim construction lender, including, but not limited to, the
prior approval by Mortgagee of plans and specifications, contractors and form
of construction contracts and the furnishing to Mortgagee of permits, bonds,
lien waivers, invoices, receipts and affidavits from contractors and
subcontractors, in form and substance satisfactory to Mortgagee in its
discretion, with any remainder being applied by Mortgagee for payment of the
Debt in whatever order Mortgagee directs in its absolute discretion.

(b) In all other cases, namely, in the event that sixty
percent (60%) or more of the Improvements located on the Premises have been
taken or destroyed or Mortgagor does not elect to restore or repair the
Mortgaged Property pursuant to clause (a) above, or otherwise fails to meet the
requirements of clause (a) above, then, in any of such events, Mortgagee shall
elect, in Mortgagee's absolute discretion and without regard to the adequacy of
Mortgagee's security, to do either of the following: (1) accelerate the
maturity date of the Note and declare any and all of the Debt to be immediately
due and payable and apply the remainder of such sums received pursuant to this
Section to the payment of the Debt

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<PAGE> 25
in whatever order Mortgagee directs in its absolute discretion, with any
remainder being paid to Mortgagor, or (2) notwithstanding that Mortgagor may
have elected not to restore or repair the Mortgaged Property pursuant to the
provisions of Section 1.9(a)(7) above, require Mortgagor to restore or repair
the Mortgaged Property in the manner and upon such terms and conditions as
would be required by a prudent interim construction lender, including, but not
limited to, the deposit by Mortgagor with Mortgagee, within thirty (30) days
after demand therefor, of any deficiency necessary in order to assure the
availability of sufficient funds to pay for such restoration or repair,
including Mortgagee's costs and expenses to be incurred in connection
therewith, the prior approval by Mortgagee of plans and specifications,
contractors and form of construction contracts and the furnishing to Mortgagee
of permits, bonds, lien waivers, invoices, receipts and affidavits from
contractors and subcontractors, in form and substance satisfactory to Mortgagee
in its discretion, and apply the remainder of such sums toward such restoration
and repair, with any balance thereafter remaining being applied by Mortgagee
for payment of the Debt in whatever order Mortgagee directs in its absolute
discretion.

Any reduction in the Debt resulting from Mortgagee's application of any sums
received by it hereunder shall take effect only when Mortgagee actually
receives such sums and elects to apply such sums to the Debt and, in any event,
the unpaid portion of the Debt shall remain in full force and effect and
Mortgagor shall not be excused in the payment thereof. Partial payments
received by Mortgagee, as described in the preceding sentence, shall be applied
first to the final payment due under the Note and thereafter to installments
due under the Note in the inverse order of their due date. If Mortgagor elects
or Mortgagee directs Mortgagor to restore or repair the Mortgaged Property
after the occurrence of a casualty or partial taking of the Mortgaged Property
as provided above, Mortgagor shall promptly and diligently, at Mortgagor's sole
cost and expense and regardless of whether the insurance proceeds or
condemnation award, as appropriate, shall be sufficient for the purpose,
restore, repair, replace and rebuild the Mortgaged Property as nearly as
possible to its value, condition and character immediately prior to such
casualty or partial taking in accordance with the foregoing provisions and
Mortgagor shall pay to Mortgagee all costs and expenses of Mortgagee incurred
in administering said rebuilding, restoration or repair, provided that
Mortgagee makes such proceeds or award available for such purpose. Mortgagor
agrees to execute and deliver from time to time such further instruments as may
be requested by Mortgagee to confirm the foregoing assignment to Mortgagee of
any award, damage, insurance proceeds, payment or other compensation.
Mortgagee is hereby irrevocably constituted and appointed the attorney-in-fact
of Mortgagor (which power of attorney shall be irrevocable so long as any
portion of the Debt is outstanding, shall be deemed coupled

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<PAGE> 26
with an interest, shall survive the voluntary or involuntary dissolution of
Mortgagor and shall not be affected by any disability or incapacity suffered by
Mortgagor subsequent to the date hereof), with full power of substitution,
subject to the terms of this Section, to settle for, collect and receive any
such awards, damages, insurance proceeds, payments or other compensation from
the parties or authorities making the same, to appear in and prosecute any
proceedings therefor and to give receipts and acquittances therefor.

1.10 Construction Liens. Mortgagor shall pay when due all claims
and demands of mechanics, materialmen, laborers and others for any work
performed or materials delivered for the Premises or the Improvements;
provided, however, that, Mortgagor shall have the right to contest in good
faith any such claim or demand, so long as it does so diligently, by
appropriate proceedings and without prejudice to Mortgagee and provided that
neither the Mortgaged Property nor any interest therein would be in any danger
of sale, loss or forfeiture as a result of such proceeding or contest. In the
event Mortgagor shall contest any such claim or demand, Mortgagor shall
promptly notify Mortgagee of such contest and thereafter shall, upon
Mortgagee's request, promptly provide a bond, cash deposit or other security
satisfactory to Mortgagee to protect Mortgagee's interest and security should
the contest be unsuccessful. If Mortgagor shall fail to immediately discharge
or provide security against any such claim or demand as aforesaid, Mortgagee
may do so and any and all expenses incurred by Mortgagee, together with
interest thereon at the Default Interest Rate from the date incurred by
Mortgagee until actually paid by Mortgagor, shall be immediately paid by
Mortgagor on demand and shall be secured by this Mortgage and by all of the
other Loan Documents securing all or any part of the Debt.

1.11 Rents. As additional and collateral security for the payment
of the Debt and cumulative of any and all rights and remedies herein provided
for, Mortgagor hereby absolutely and presently assigns to Mortgagee all
existing and future Rents. Mortgagor hereby grants to Mortgagee the sole,
exclusive and immediate right, without taking possession of the Mortgaged
Property, to demand, collect (by suit or otherwise), receive and give valid and
sufficient receipts for any and all of said Rents, for which purpose Mortgagor
does hereby irrevocably make, constitute and appoint Mortgagee its
attorney-in-fact with full power to appoint substitutes or a trustee to
accomplish such purpose (which power of attorney shall be irrevocable so long
as any portion of the Debt is outstanding, shall be deemed to be coupled with
an interest, shall survive the voluntary or involuntary dissolution of
Mortgagor and shall not be affected by any disability or incapacity suffered by
Mortgagor subsequent to the date hereof). Mortgagee shall be without liability
for any loss which may arise from a failure or inability to collect Rents,

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<PAGE> 27
proceeds or other payments. Neither the demand for or collection of Rents by
Mortgagee shall constitute any assumption by Mortgagee of any obligations under
any agreement relating thereto. Mortgagee is obligated to account only for
such Rents as are actually collected or received by Mortgagee. Mortgagor
irrevocably agrees and consents that the respective payors of the Rents shall,
upon demand and notice from Mortgagee of a default hereunder or under any other
of the Loan Documents, pay said Rents to Mortgagee without liability to
determine the actual existence of any default claimed by Mortgagee. Mortgagor
hereby waives any right, claim or demand which Mortgagor may now or hereafter
have against any such payor by reason of such payment of Rents to Mortgagee,
and any such payment shall discharge such payor's obligation to make such
payment to Mortgagor. All Rents collected or received by Mortgagee may be
applied against all expenses of collection, including, without limitation,
reasonable attorneys' fees, against costs of operation and management of the
Mortgaged Property and against the Debt, in whatever order or priority as to
any of the items so mentioned as Mortgagee directs in its sole subjective
discretion and without regard to the adequacy of its security. Neither the
exercise by Mortgagee of any rights under this Section nor the application of
any Rents to the Debt shall cure or be deemed a waiver of any default
hereunder. The assignment of Rents hereinabove granted shall continue in full
force and effect during any period of foreclosure or redemption with respect to
the Mortgaged Property. Mortgagor has executed an Assignment of Lease dated of
even date herewith (the "Assignment") in favor of Mortgagee covering all of the
right, title and interest of Mortgagor, as landlord, lessor or licensor, in and
to any leases (including, without limitation, the Crossroads Lease), licenses
and occupancy agreements relating to all or portions of the Mortgaged Property.
All rights and remedies granted to Mortgagee under the Assignment shall be in
addition to and cumulative of all rights and remedies granted to Mortgagee
hereunder.

1.12 Leases and Licenses.

(a) Mortgagor covenants and agrees that it shall not
enter into any lease affecting 5,000 square feet or more of the Mortgaged
Property or having a term of more than 5 years without the prior written
approval of Mortgagee, which approval shall not be unreasonably withheld. The
request for approval of each such proposed new lease shall be made to Mortgagee
in writing and shall state that, pursuant to the terms of this Mortgage,
failure to approve or disapprove such proposed lease within fifteen (15)
business days is deemed approval and Mortgagor shall furnish to Mortgagee (and
any loan servicer specified from time to time by Mortgagee): (i) such
biographical and financial information about the proposed tenant as Mortgagee
may require in conjunction with its review, (ii) a copy of the proposed form of
lease, and (iii) a summary of the material terms of such proposed lease
(including,

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<PAGE> 28
without limitation, rental terms and the term of the proposed lease and any
options). It is acknowledged that Mortgagee intends to include among its
criteria for approval of any such proposed lease the following: (i) such lease
shall be with a bona-fide arm's-length tenant; (ii) such lease shall not
contain any rental or other concessions which are not then customary and
reasonable for similar properties and leases in the market area of the
Premises; (iii) such lease shall provide that the tenant pays for its expenses;
(iv) the rental shall be at least at the market rate then prevailing for
similar properties and leases in the market areas of the Premises; and (v) such
lease shall contain subordination and attornment provisions in form and content
acceptable to Mortgagee. Failure of Mortgagee to approve or disapprove any
such proposed lease within fifteen (15) business days after receipt of such
written request and all the documents and information required to be furnished
to Mortgagor with such request shall be deemed approval, provided that the
written request for approval specifically mentioned the same.

(b) Prior to execution of any leases of space in the
Improvements after the date hereof, Mortgagor shall submit to Mortgagee, for
Mortgagee's prior approval, which approval shall not be unreasonably withheld,
a copy of the form lease Mortgagor plans to use in leasing space in the
Improvements or at the Mortgaged Property. All such leases of space in the
Improvements or at the property shall be on terms consistent with the terms for
similar leases in the market area of the Premises, shall provide for free rent
only if the same is consistent with prevailing market conditions and shall
provide for market rents then prevailing in the market area of the Premises.
Such leases shall also provide for security deposits in reasonable amounts.
Mortgagor shall also submit to Mortgagee for Mortgagee's approval, which
approval shall not be unreasonably withheld, prior to the execution thereof,
any proposed lease, license or occupancy agreement of the Improvements or any
portion thereof that differs materially and adversely from the aforementioned
form lease. Mortgagor shall not execute any lease, license or occupancy
agreement for all or a substantial portion of the Mortgaged Property, except
for an actual occupancy by the tenant, lessee or licensee thereunder, and shall
at all times promptly and faithfully perform, or cause to be performed, all of
the covenants, conditions and agreements contained in all leases, licenses and
occupancy agreements with respect to the Mortgaged Property, now or hereafter
existing, on the part of the landlord, lessor or licensor thereunder to be kept
and performed. Mortgagor shall furnish to Mortgagee, within ten (10) days
after a request by Mortgagee to do so, but in any event by January 1 of each
year, a current rent roll, certified by Mortgagor as being true and correct,
containing the names of all tenants, lessees and licensees with respect to the
Mortgaged Property, the terms of their respective leases, licenses or occupancy
agreements, the spaces occupied and the rentals or fees payable thereunder and
the

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<PAGE> 29
amount of each tenant's security deposit. Upon the request of Mortgagee,
Mortgagor shall deliver to Mortgagee a copy of each such lease, license and
occupancy agreement. Mortgagor shall not do or suffer to be done any act, or
omit to take any action that might result in a default by the landlord, lessor
or licensor under any such lease, license or occupancy agreement or allow the
tenant, lessee or licensee thereunder to withhold payment or rent and shall not
further assign any such lease, license or occupancy agreement or any such
rents. Mortgagor, at no cost or expense to Mortgagee, shall enforce, short of
termination, the performance and observance of each and every condition and
covenant of each of the parties under such leases. Mortgagor shall not,
without the prior written consent of Mortgagee, modify any of the leases,
terminate or accept the surrender of any leases, waive or release any other
party from the performance or observance of any obligation or condition under
such leases except, with respect only to leases affecting less than 5,000
square feet and having a term of 5 years or less, in the normal course of
business in a manner which is consistent with sound and customary leasing and
management practices for similar properties in the community in which the
Mortgaged Property is located. Mortgagor shall not permit the prepayment of
any rents under any of the leases for more than one (1) month prior to the due
date thereof.

(c) Each lease, license and occupancy agreement executed
after the date hereof affecting any of the Premises or the Improvements must
provide, in a manner approved by Mortgagee, that the tenant, lessee or
licensee, as appropriate, will recognize as its landlord, lessor or licensor
and attorn to any person succeeding to the interest of Mortgagor upon any
foreclosure of this Mortgage or deed in lieu of foreclosure. Each such lease,
license and occupancy agreement shall also provide that, upon request of said
successor in interest, the tenant, lessee or licensee shall execute and deliver
an instrument or instruments confirming its attornment as provided for in this
Section; provided, however, that neither Mortgagee nor any
successor-in-interest shall be bound by any payment of rent for more than one
(1) month in advance, or any amendment or modification of said lease or rental
agreement made without the express written consent of Mortgagee or said
successor-in-interest.

(d) Upon the occurrence of a default under this Mortgage
which is not cured within any applicable grace period, whether before or after
the whole principal sum secured hereby is declared to be immediately due or
whether before or after the institution of legal proceedings to foreclose this
Mortgage, forthwith, upon demand of Mortgagee, Mortgagor shall surrender to
Mortgagee, and Mortgagee shall be entitled to take actual possession of, the
Mortgaged Property or any part thereof personally, or by its agent or
attorneys. In such event, Mortgagee shall have, and Mortgagor hereby gives and
grants to Mortgagee, the right, power and

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<PAGE> 30
authority to make and enter into leases, licenses and occupancy agreements with
respect to the Mortgaged Property or portions thereof for such rents and for
such periods of occupancy and upon conditions and provisions as Mortgagee may
deem desirable in its sole discretion, and Mortgagor expressly acknowledges and
agrees that the term of such lease, license or occupancy agreement may extend
beyond the date of any foreclosure sale of the Mortgaged Property; it being the
intention of Mortgagor that in such event Mortgagee shall be deemed to be and
shall be the attorney-in-fact of Mortgagor for the purpose of making and
entering into leases, licenses or occupancy agreements of parts or portions of
the Mortgaged Property for the rents and upon the terms, conditions and
provisions deemed desirable to Mortgagee in its sole discretion and with like
effect as if such leases, licenses or occupancy agreements had been made by
Mortgagor as the owner in fee simple of the Mortgaged Property free and clear
of any conditions or limitations established by this Mortgage. The power and
authority hereby given and granted by Mortgagor to Mortgagee shall be deemed to
be coupled with an interest, shall not be revocable by Mortgagor so long as any
portion of the Debt is outstanding, shall survive the voluntary or involuntary
dissolution of Mortgagor and shall not be affected by any disability or
incapacity suffered by Mortgagor subsequent to the date hereof. In connection
with any action taken by Mortgagee pursuant to this Section, Mortgagee shall
not be liable for any loss sustained by Mortgagor resulting from any failure to
let the Mortgaged Property, or any part thereof, or from any other act or
omission of Mortgagee in managing the Mortgaged Property, nor shall Mortgagee
be obligated to perform or discharge any obligation, duty or liability under
any lease, license or occupancy agreement covering the Mortgaged Property or
any part thereof or under or by reason of this instrument or the exercise of
rights or remedies hereunder. Mortgagor shall, and does hereby, indemnify
Mortgagee for, and hold Mortgagee harmless from, any and all claims, actions,
demands, liabilities, loss or damage which may or might be incurred by
Mortgagee under any such lease, license or occupancy agreement or under this
Mortgage or by the exercise of rights or remedies hereunder and from any and
all claims and demands whatsoever which may be asserted against Mortgagee by
reason of any alleged obligations or undertakings on its part to perform or
discharge any of the terms, covenants or agreements contained in any such
lease, license or occupancy agreement other than those finally determined to
have resulted solely from the gross negligence or willful misconduct of
Mortgagee. Should Mortgagee incur any such liability, the amount thereof,
including, without limitation, costs, expenses and reasonable attorneys' fees,
together with interest thereon at the Default Interest Rate from the date
incurred by Mortgagee until actually paid by Mortgagor, shall be immediately
due and payable to Mortgagee by Mortgagor on demand and shall be secured hereby
and by all of the other Loan Documents securing all or any part of the Debt.
Nothing in this Section shall impose on Mortgagee any duty, obligation or

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<PAGE> 31
responsibility for the control, care, management or repair of the Mortgaged
Property, or for the carrying out of any of the terms and conditions of any
such lease, license or occupancy agreement, nor shall it operate to make
Mortgagee responsible or liable for any waste committed on the Mortgaged
Property by the tenants or by any other parties or for any dangerous or
defective condition of the Mortgaged Property, or for any negligence in the
management, upkeep, repair or control of the Mortgaged Property. Mortgagor
hereby assents to, ratifies and confirms any and all actions of Mortgagee with
respect to the Mortgaged Property taken under this Section.

1.13 Alienation and Further Encumbrances.

(a) Mortgagor acknowledges that Mortgagee has relied upon
the principals of Mortgagor and their experience in owning and operating
properties similar to the Mortgaged Property in connection with the closing of
the loan evidenced by the Note. Accordingly, except as specifically allowed
hereinbelow in this Section and notwithstanding anything to the contrary
contained in Section 4.6 hereof, in the event that the Mortgaged Property or
any part thereof or interest therein shall be sold, conveyed, disposed of,
alienated, hypothecated, leased (except to tenants of space in the Improvements
in accordance with the provisions of Section 1.12 hereof), assigned, pledged,
mortgaged, further encumbered or otherwise transferred or Mortgagor shall be
divested of its title to the Mortgaged Property or any interest therein, in any
manner or way, whether voluntarily or involuntarily, without the prior written
consent of Mortgagee being first obtained, which consent may be withheld in
Mortgagee's sole discretion, then the same shall constitute a default hereunder
and Mortgagee shall have the right, at its option, to declare any or all of the
Debt, irrespective of the maturity date specified in the Note, immediately due
and payable and to otherwise exercise any of its other rights and remedies
contained in Article III hereof. If such acceleration is during any period
when a prepayment fee is payable pursuant to the provisions set forth in the
Note, then, in addition to all of the foregoing, such prepayment fee shall also
then be immediately due and payable to the same end as though Mortgagor were
prepaying the entire Debt on the date of such acceleration. For the purposes
of this Section: (i) in the event either Mortgagor or any of its general
partners is a corporation or trust, the sale, conveyance, transfer or
disposition of more than 25% of the issued and outstanding capital stock of
Mortgagor or any of its general partners or of the beneficial interest of such
trust (or the issuance of new shares of capital stock in Mortgagor or any of
its general partners so that immediately after such issuance the total capital
stock then issued and outstanding is more than 110% of the total immediately
prior to such issuance) shall be deemed to be a transfer of an interest in the
Mortgaged Property; and (ii) in the event Mortgagor or any general partner of
Mortgagor is a limited or

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<PAGE> 32
general partnership, a joint venture or a limited liability company, a change
in the ownership interests in any general partner, any joint venturer or any
member, either voluntarily, involuntarily or otherwise, or the sale,
conveyance, transfer, disposition, alienation, hypothecation or encumbering of
all or any portion of the interest of any such general partner, joint venturer
or member in Mortgagor or such general partner (whether in the form of a
beneficial or partnership interest or in the form of a power of direction,
control or management, or otherwise), shall be deemed to be a transfer of an
interest in the Mortgaged Property. Notwithstanding the foregoing, however,
(i) limited partnership interests in Mortgagor or in any general partner of
Mortgagor shall be freely transferable without the consent of Mortgagee, and
(ii) any involuntary transfer caused by the death of Mortgagor or any general
partner, shareholder, joint venturer, or beneficial owner of a trust shall not
be a default under this Mortgage so long as Mortgagor is reconstituted, if
required, following such death and so long as those persons responsible for the
management of the Mortgaged Property remain unchanged as a result of such death
or any replacement management is approved by Lender.

(b) Intentionally Deleted.

(c) Notwithstanding the foregoing provisions of this
Section, Mortgagee shall consent to a one time sale, conveyance or transfer of
the Mortgaged Property in its entirety (hereinafter, "Sale") to any person or
entity provided that each of the following terms and conditions are satisfied:

(1) No default is then continuing hereunder or
under any of the other Loan Documents;

(2) Mortgagor gives Mortgagee written notice of
the terms of such prospective Sale not less than sixty (60) days
before the date on which such Sale is scheduled to close and,
concurrently therewith, gives Mortgagee all such information
concerning the proposed transferee of the Mortgaged Property
(hereinafter, "Buyer") as Mortgagee would require in evaluating an
initial extension of credit to a borrower and pays to Mortgagee a
non-refundable application fee in the amount of $5,000. Mortgagee
shall have the right to approve or disapprove the proposed Buyer. In
determining whether to give or withhold its approval of the proposed
Buyer, Mortgagee shall consider the Buyer's experience and track
record in owning and operating facilities similar to the Mortgaged
Property, the Buyer's financial strength, the Buyer's general business
standing and the Buyer's relationships and experience with
contractors, vendors, tenants, lenders and other business entities;
provided, however, that, notwithstanding Mortgagee's agreement to
consider the foregoing factors in determining whether to give or
withhold such approval, such approval shall

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<PAGE> 33
be given or withheld based on what Mortgagee determines to be
commercially reasonable in Mortgagee's sole discretion and, if given,
may be given subject to such conditions as Mortgagee may deem
appropriate;

(3) Mortgagor pays Mortgagee, concurrently with
the closing of such Sale, a non-refundable assumption fee in an amount
equal to all out-of-pocket costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred by Mortgagee in
connection with the Sale, plus an amount equal to one percent (1.0%)
of the then outstanding principal balance of the Note; provided,
however, that in the event Buyer is an Affiliate (as hereinafter
defined) of Mortgagor, Mortgagor shall not be obligated to pay such
assumption fee.

(4) The Buyer assumes and agrees to pay the Debt
subject to the provisions of Section 4.27 hereof and, prior to or
concurrently with the closing of such Sale, the Buyer executes,
without any cost or expense to Mortgagee, such documents and
agreements as Mortgagee shall reasonably require to evidence and
effectuate said assumption and delivers such legal opinions as
Mortgagee may require;

(5) Mortgagor and the Buyer execute, without any
cost or expense to Mortgagee, new financing statements or financing
statement amendments and any additional documents reasonably requested
by Mortgagee;

(6) Mortgagor delivers to Mortgagee, without any
cost or expense to Mortgagee, such endorsements to Mortgagee's title
insurance policy, hazard insurance endorsements or certificates and
other similar materials as Mortgagee may deem necessary at the time of
the Sale, all in form and substance satisfactory to Mortgagee,
including, without limitation, an endorsement or endorsements to
Mortgagee's title insurance policy insuring the lien of this Mortgage,
extending the effective date of such policy to the date of execution
and delivery (or, if later, of recording) of the assumption agreement
referenced above in subparagraph (4) of this Section, with no
additional exceptions added to such policy, and insuring that fee
simple title to the Mortgaged Property is vested in the Buyer;

(7) Mortgagor executes and delivers to Mortgagee,
without any cost or expense to Mortgagee, a release of Mortgagee, its
officers, directors, employees and agents, from all claims and
liability relating to the transactions evidenced by the Loan
Documents, through and including the date of the closing of the Sale,
which agreement shall be in

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form and substance satisfactory to Mortgagee and shall be binding upon
the Buyer;

(8) Subject to the provisions of Section 4.27
hereof, such Sale is not construed so as to relieve Mortgagor of any
personal liability under the Note or any of the other Loan Documents
for any acts or events occurring or obligations arising prior to or
simultaneously with the closing of such Sale, and Mortgagor executes,
without any cost or expense to Mortgagee, such documents and
agreements as Mortgagee shall reasonably require to evidence and
effectuate the ratification of said personal liability; and

(9) Such Sale is not construed so as to relieve
any current guarantor or indemnitor of its obligations under any
guaranty or indemnity agreement executed in connection with the loan
secured hereby and each such current guarantor and indemnitor
executes, without any cost or expense to Mortgagee, such documents and
agreements as Mortgagee shall reasonably require to evidence and
effectuate the ratification of each such guaranty and indemnity
agreement, provided that if the Buyer or a party associated with the
Buyer approved by Mortgagee in its sole discretion assumes the
obligations of the current guarantor or indemnitor under its guaranty
or indemnity agreement and the Buyer or such party associated with the
Buyer, as applicable, executes, without any cost or expense to
Mortgagee, a new guaranty or indemnity agreement in form and substance
satisfactory to Mortgagee, then Mortgagee shall release the current
guarantor or indemnitor from all obligations arising under its
guaranty or indemnity agreement after the closing of such Sale.

(10) For purposes of this Section 1.13, "Affiliate
shall mean with respect to any specified person or entity, any other
person or entity directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified person
or entity. For the purposes of this definition, "control" when, used
with respect to any specified person or entity, means the power to
direct the management and policies of such person or entity, directly
or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled"
have the meanings correlative to the foregoing.

1.14 Payment of Utilities, Assessments, Charges, Etc. Mortgagor
shall pay, or shall cause Tenant to pay, when due all utility charges which are
incurred by Mortgagor or which may become a charge or lien against any portion
of the Mortgaged Property for gas, electricity, water and sewer services
furnished to the Premises and/or the Improvements and all other assessments or
charges of a similar nature, or assessments payable pursuant to any

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restrictive covenants, whether public or private, affecting the Premises and/or
the Improvements or any portion thereof, whether or not such assessments or
charges are or may become liens thereon.

1.15 Access Privileges and Inspections. Mortgagee and the agents,
representatives and employees of Mortgagee shall, subject to the rights of
tenants, have full and free access to the Premises and the Improvements and any
other location where books and records concerning the Mortgaged Property are
kept at all reasonable times for the purposes of inspecting the Mortgaged
Property and of examining, copying and making extracts from the books and
records of Mortgagor relating to the Mortgaged Property. Mortgagor shall lend
assistance to all such agents, representatives and employees of Mortgagee.

1.16 Waste; Alteration of Improvements. Mortgagor shall not
commit, suffer or permit any waste on the Mortgaged Property nor take any
actions that might invalidate any insurance carried on the Mortgaged Property.
Mortgagor shall maintain the Mortgaged Property in good condition and repair.
No part of the Improvements may be removed, demolished or materially altered,
without the prior written consent of Mortgagee. Without the prior written
consent of Mortgagee, Mortgagor shall not commence construction of any
improvements on the Premises other than improvements required for the
maintenance or repair of the Mortgaged Property. Notwithstanding the
foregoing, Mortgagor shall make those improvements to the Mortgaged Property,
if any, described in Exhibit E hereof in a manner reasonably satisfactory to
Mortgagee.

1.17 Zoning. Without the prior written consent of Mortgagee,
Mortgagor shall not seek, make, suffer, consent to or acquiesce in any change
in the zoning or conditions of use of the Premises or the Improvements.
Mortgagor shall comply with and make all payments required under the provisions
of any covenants, conditions or restrictions affecting the Premises or the
Improvements. Mortgagor shall comply with all existing and future requirements
of all governmental authorities having jurisdiction over the Mortgaged
Property. Mortgagor shall keep all licenses, permits, franchises and other
approvals necessary for the operation of the Mortgaged Property in full force
and effect. Mortgagor shall operate the Mortgaged Property as a first-class
hotel for so long as the Debt is outstanding. If, under applicable zoning
provisions, the use of all or any part of the Premises or the Improvements is
or becomes a nonconforming use, Mortgagor shall not cause or permit such use to
be discontinued or abandoned without the prior written consent of Mortgagee.
Further, without Mortgagee's prior written consent, Mortgagor shall not file or
subject any part of the Premises or the Improvements to any declaration of
condominium or co-operative or convert any part of the Premises or the
Improvements to a condominium, co-operative or other form of multiple ownership
and governance.

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1.18 Financial Statements and Books and Records. Mortgagor shall
keep accurate books and records of account of the Mortgaged Property and its
own financial affairs sufficient to permit the preparation of financial
statements therefrom in accordance with generally accepted accounting
principles. Mortgagee and its duly authorized representatives shall have the
right to examine, copy and audit Mortgagor's records and books of account at
all reasonable times. So long as this Mortgage continues in effect, Mortgagor
shall provide to Mortgagee, in addition to any other financial statements
required hereunder or under any of the other Loan Documents, the following
financial statements and information, all of which must be certified to
Mortgagee as being true and correct by Mortgagor or the entity to which they
pertain, as applicable, and, with respect to the financial statements and
information set forth subsection (c) hereof, audited by an independent
certified public accountant, be prepared in accordance with generally accepted
accounting principles consistently applied and be in form and substance
acceptable to Mortgagee:

(a) copies of all tax returns filed by Mortgagor, within
thirty (30) days after the date of filing;

(b) quarterly operating statements for the Mortgaged
Property, within twenty (20) days after the end of each fiscal quarter of
Mortgagor commencing with the first (1st) fiscal quarter following the date
hereof which outline financial results for the Mortgaged Property during such
period and year-to-date, compared to the previous fiscal year and the annual
budget for the Mortgaged Property;

(c) annual operating statements for the Mortgaged
Property and annual financial statements for Mortgagor, each principal or
general partner in Mortgagor, and each indemnitor and guarantor under any
indemnity or guaranty executed in connection with the loan secured hereby,
within ninety (90) days after the end of each fiscal year;

(d) monthly operating statements for the Mortgaged
Property within twenty (20) days after the end of each of the first (1st)
twelve (12) calendar months following the date hereof;

(e) quarterly occupancy statements, including an average
daily rate and any and all franchise inspection reports received by Mortgagor
during the subject quarter which shall be delivered with the quarterly
operating statements required to be delivered pursuant to clause (b) above; and

(f) such other information with respect to the Mortgaged
Property, Mortgagor, the principals or general partners in Mortgagor, and each
indemnitor and guarantor under any indemnity or guaranty executed in connection
with the loan secured hereby, which

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may be requested from time to time by Mortgagee, within a reasonable time after
the applicable request.

If any of the aforementioned materials are not furnished to Mortgagee
within the applicable time periods or Mortgagee is dissatisfied with the
contents of any of the foregoing, in addition to any other rights and remedies
of Mortgagee contained herein, Mortgagee shall have the right, but not the
obligation, to obtain the same by means of an audit by an independent certified
public accountant selected by Mortgagee, in which event Mortgagor agrees to
pay, or to reimburse Mortgagee for, any expense of such audit and further
agrees to provide all necessary information to said accountant and to otherwise
cooperate in the making of such audit.

1.19 Further Documentation. Mortgagor shall, on the request of
Mortgagee and at the expense of Mortgagor: (a) promptly correct any defect,
error or omission which may be discovered in the contents of this Mortgage or
in the contents of any of the other Loan Documents; (b) promptly execute,
acknowledge, deliver and record or file such further instruments (including,
without limitation, further mortgages, deeds of trust, security deeds, security
agreements, financing statements, continuation statements and assignments of
rents or leases) and promptly do such further acts as may be necessary,
desirable or proper to carry out more effectively the purposes of this Mortgage
and the other Loan Documents and to subject to the liens and security interests
hereof and thereof any property intended by the terms hereof and thereof to be
covered hereby and thereby, including specifically, but without limitation, any
renewals, additions, substitutions, replacements or appurtenances to the
Mortgaged Property; (c) promptly execute, acknowledge, deliver, procure and
record or file any document or instrument (including specifically any financing
statement) deemed advisable by Mortgagee to protect, continue or perfect the
liens or the security interests hereunder against the rights or interests of
third persons; and (d) promptly furnish to Mortgagee, upon Mortgagee's request,
a duly acknowledged written statement and estoppel certificate addressed to
such party or parties as directed by Mortgagee and in form and substance
supplied by Mortgagee, setting forth all amounts due under the Note, stating
whether any event has occurred which, with the passage of time or the giving of
notice or both, would constitute an event of default hereunder, stating whether
any offsets or defenses exist against the Debt and containing such other
matters as Mortgagee may reasonably require.

1.20 Payment of Costs; Reimbursement to Mortgagee. Mortgagor shall
pay all costs and expenses of every character reasonably incurred in connection
with the closing of the loan evidenced by the Note and secured hereby or
otherwise attributable or chargeable to Mortgagor as the owner of the Mortgaged
Property, including, without limitation, appraisal fees, recording fees,
documentary,

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stamp, mortgage or intangible taxes, brokerage fees and commissions, title
policy premiums and title search fees, uniform commercial code/tax
lien/litigation search fees, escrow fees and reasonable attorneys' fees. If
Mortgagor defaults in any such payment, which default is not cured within any
applicable grace or cure period, Mortgagee may pay the same and Mortgagor shall
reimburse Mortgagee on demand for all such costs and expenses incurred or paid
by Mortgagee, together with such interest thereon at the Default Interest Rate
from and after the date of Mortgagee's making such payment until reimbursement
thereof by Mortgagor. Any such sums disbursed by Mortgagee, together with such
interest thereon, shall be additional indebtedness of Mortgagor secured by this
Mortgage and by all of the other Loan Documents securing all or any part of the
Debt. Further, Mortgagor shall promptly notify Mortgagee in writing of any
litigation or threatened litigation affecting the Mortgaged Property, or any
other demand or claim which, if enforced, could impair or threaten to impair
Mortgagee's security hereunder. Without limiting or waiving any other rights
and remedies of Mortgagee hereunder, if Mortgagor fails to perform any of its
covenants or agreements contained in this Mortgage or in any of the other Loan
Documents and such failure is not cured within any applicable grace or cure
period, or if any action or proceeding of any kind (including, but not limited
to, any bankruptcy, insolvency, arrangement, reorganization or other debtor
relief proceeding) is commenced which might affect Mortgagee's interest in the
Mortgaged Property or Mortgagee's right to enforce its security, then Mortgagee
may, at it option, with or without notice to Mortgagor, make any appearances,
disburse any sums and take any actions as may be necessary or desirable to
protect or enforce the security of this Mortgage or to remedy the failure of
Mortgagor to perform its covenants and agreements (without, however, waiving
any default of Mortgagor). Mortgagor agrees to pay on demand all expenses of
Mortgagee incurred with respect to the foregoing (including, but not limited
to, fees and disbursements of counsel), together with interest thereon at the
Default Interest Rate from and after the date on which Mortgagee incurs such
expenses until reimbursement thereof by Mortgagor. Any such expenses so
incurred by Mortgagee, together with interest thereon as provided above, shall
be additional indebtedness of Mortgagor secured by this Mortgage and by all of
the other Loan Documents securing all or any part of the Debt. The necessity
for any such actions and of the amounts to be paid shall be determined by
Mortgagee in its discretion. Mortgagee is hereby empowered to enter and to
authorize others to enter upon the Mortgaged Property or any part thereof for
the purpose of performing or observing any such defaulted term, covenant or
condition without thereby becoming liable to Mortgagor or any person in
possession holding under Mortgagor. Mortgagor hereby acknowledges and agrees
that the remedies set forth in this Section 1.20 shall be exercisable by
Mortgagee, and any and all payments made or costs or expenses incurred by
Mortgagee in connection therewith shall be secured

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hereby and shall be, without demand, immediately repaid by Mortgagor with
interest thereon at the Default Interest Rate, notwithstanding the fact that
such remedies were exercised and such payments made and costs incurred by
Mortgagee after the filing by Mortgagor of a voluntary case or the filing
against Mortgagor of an involuntary case pursuant to or within the meaning of
the Bankruptcy Reform Act of 1978, as amended, Title 11 U.S.C., or after any
similar action pursuant to any other debtor relief law (whether statutory,
common law, case law or otherwise) of any jurisdiction whatsoever, now or
hereafter in effect, which may be or become applicable to Mortgagor, Mortgagee,
any guarantor or indemnitor, the Debt or any of the Loan Documents. Mortgagor
hereby indemnifies and holds Mortgagee harmless from and against all loss, cost
and expenses with respect to any default hereof, any liens (i.e., judgments,
mechanics' and materialmen's liens, or otherwise), charges and encumbrances
filed against the Mortgaged Property, and from any claims and demands for
damages or injury, including claims for property damage, personal injury or
wrongful death, arising out of or in connection with any accident or fire or
other casualty on the Premises or the Improvements or any nuisance made or
suffered thereon, except those that are due to Mortgagee's gross negligence or
willful misconduct, including, in any case, reasonable attorneys' fees, costs
and expenses as aforesaid, whether at pretrial, trial or appellate level, and
such indemnity shall survive payment in full of the Debt. This Section shall
not be construed to require Mortgagee to incur any expenses, make any
appearances or take any actions.

1.21 Security Interest. This Mortgage is also intended to encumber
and create a security interest in, and Mortgagor hereby grants to Mortgagee a
security interest in all sums on deposit with Mortgagee pursuant to the
provisions of Section 1.6 and Section 1.8 hereof or any other Section hereof
and all fixtures, chattels, accounts, equipment, inventory, contract rights,
general intangibles and other personal property included within the Mortgaged
Property, all renewals, replacements of any of the aforementioned items, or
articles in substitution therefor or in addition thereto or the proceeds
thereof (said property is hereinafter referred to collectively as the
"Collateral"), whether or not the same shall be attached to the Premises or the
Improvements in any manner. It is hereby agreed that to the extent permitted
by law, all of the foregoing property is to be deemed and held to be a part of
and affixed to the Premises and the Improvements. The foregoing security
interest shall also cover Mortgagor's leasehold interest in any of the
foregoing property which is leased by Mortgagor. Notwithstanding the
foregoing, all of the foregoing property shall be owned by Mortgagor and no
leasing or installment sales or other financing or title retention agreement in
connection therewith shall be permitted without the prior written approval of
Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee,
supply Mortgagee with a current

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inventory of all of the property in which Mortgagee is granted a security
interest hereunder, in such detail as Mortgagee may require. Mortgagor shall
promptly replace all of the Collateral subject to the lien or security interest
of this Mortgage when worn or obsolete with Collateral comparable to the worn
out or obsolete Collateral when new and will not, without the prior written
consent of Mortgagee, remove from the Premises or the Improvements any of the
Collateral subject to the lien or security interest of this Mortgage except
such as is replaced by an article of equal suitability and value as above
provided, owned by Mortgagor free and clear of any lien or security interest
except that created by this Mortgage and the other Loan Documents. All of the
Collateral shall be kept at the location of the Premises except as otherwise
required by the terms of the Loan Documents. Mortgagor shall not use any of
the Collateral in violation of any applicable statute, ordinance or insurance
policy.

1.22 Security Agreement. This Mortgage constitutes a security
agreement between Mortgagor and Mortgagee with respect to the Collateral in
which Mortgagee is granted a security interest hereunder, and, cumulative of
all other rights and remedies of Mortgagee hereunder, Mortgagee shall have all
of the rights and remedies of a secured party under any applicable Uniform
Commercial Code. Mortgagor hereby agrees to execute and deliver on demand and
hereby irrevocably constitutes and appoints Mortgagee the attorney-in-fact of
Mortgagor to execute and deliver and, if appropriate, to file with the
appropriate filing officer or office such security agreements, financing
statements, continuation statements or other instruments as Mortgagee may
request or require in order to impose, perfect or continue the perfection of
the lien or security interest created hereby. Except with respect to Rents to
the extent specifically provided herein to the contrary, Mortgagee shall have
the right of possession of all cash, securities, instruments, negotiable
instruments, documents, certificates and any other evidences of cash or other
property or evidences of rights to cash rather than property, which are now or
hereafter a part of the Mortgaged Property, and Mortgagor shall promptly
deliver the same to Mortgagee, endorsed to Mortgagee, without further notice
from Mortgagee. Mortgagor agrees to furnish Mortgagee with notice of any
change in the name, identity, corporate structure, residence, or principal
place of business or mailing address of Mortgagor within ten (10) days of the
effective date of any such change. Upon the occurrence of any default
hereunder not cured within any applicable grace or cure period, Mortgagee shall
have the rights and remedies as prescribed in this Mortgage, or as prescribed
by general law, or as prescribed by any applicable Uniform Commercial Code, all
at Mortgagee's election. Any disposition of the Collateral may be conducted by
an employee or agent of Mortgagee. Any person, including both Mortgagor and
Mortgagee, shall be eligible to purchase any part or all of the Collateral at
any such disposition. Expenses of retaking, holding,

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preparing for sale, selling or the like (including, without limitation,
Mortgagee's reasonable attorneys' fees and legal expenses), together with
interest thereon at the Default Interest Rate from the date incurred by
Mortgagee until actually paid by Mortgagor, shall be paid by Mortgagor on
demand and shall be secured by this Mortgage and by all of the other Loan
Documents securing all or any part of the Debt. Mortgagee shall have the right
to enter upon the Premises and the Improvements or any real property where any
of the property which is the subject of the security interest granted herein is
located to take possession of, assemble and collect the same or to render it
unusable, or Mortgagor, upon demand of Mortgagee, shall assemble such property
and make it available to Mortgagee at the Premises, or at a place which is
hereby deemed to be reasonably convenient to Mortgagee and Mortgagor. If
notice is required by law, Mortgagee shall give Mortgagor at least ten (10)
days' prior written notice of the time and place of any public sale of such
property, or adjournments thereof, or of the time of or after which any private
sale or any other intended disposition thereof is to be made, and if such
notice is sent to Mortgagor, as the same is provided for the mailing of notices
herein, it is hereby deemed that such notice shall be and is reasonable notice
to Mortgagor. No such notice is necessary for any such property which is
perishable, threatens to decline speedily in value or is of a type customarily
sold on a recognized market. Any sale made pursuant to the provisions of this
Section shall be deemed to have been a public sale conducted in a commercially
reasonable manner if held contemporaneously with the foreclosure sale as
provided in Section 3.1(e) hereof upon giving the same notice with respect to
the sale of the Mortgaged Property hereunder as is required under said Section
3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in
addition to or in substitution for the rights and remedies available to
Mortgagee pursuant to any applicable Uniform Commercial Code:

(a) In the event of a foreclosure sale, the Mortgaged
Property may, at the option of Mortgagee, be sold as a whole; and

(b) It shall not be necessary that Mortgagee take
possession of the aforementioned Collateral, or any part thereof, prior to the
time that any sale pursuant to the provisions of this Section is conducted and
it shall not be necessary that said Collateral, or any part thereof, be present
at the location of such sale; and

(c) Mortgagee may appoint or delegate any one or more
persons as agent to perform any act or acts necessary or incident to any sale
held by Mortgagee, including the sending of notices and the conduct of the
sale, but in the name and on behalf of Mortgagee.

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The name and address of Mortgagor (as Debtor under any applicable Uniform
Commercial Code) are:

CROSSHOST, INC.
14800 Quorum Drive, Suite 510
Dallas, Texas 75240

The name and address of Mortgagee (as Secured Party under any applicable
Uniform Commercial Code) are:

CS FIRST BOSTON MORTGAGE CAPITAL CORP.
55 East 52nd Street
New York, New York 10055-0186

1.23 Easements and Rights-of-Way. Mortgagor shall not grant any
easement or right-of-way with respect to all or any portion of the Premises or
the Improvements without the prior written consent of Mortgagee. The purchaser
at any foreclosure sale hereunder may, at its discretion, disaffirm any
easement or right-of-way granted in violation of any of the provisions of this
Mortgage and may take immediate possession of the Mortgaged Property free from,
and despite the terms of, such grant of easement or right-of-way. If Mortgagee
consents to the grant of an easement or right-of-way, Mortgagee agrees to grant
such consent without charge to Mortgagor other than expenses, including,
without limitation, reasonable attorneys' fees, incurred by Mortgagee in the
review of Mortgagor's request and in the preparation of documents effecting the
subordination.

1.24 Compliance with Laws. Mortgagor shall at all times comply
with all statutes, ordinances, regulations and other governmental or
quasi-governmental requirements and private covenants now or hereafter relating
to the ownership, construction, use or operation of the Mortgaged Property,
including, but not limited to, those concerning employment and compensation of
persons engaged in operation and maintenance of the Mortgaged Property and any
environmental or ecological requirements, even if such compliance shall require
structural changes to the Mortgaged Property; provided, however, that,
Mortgagor may, upon providing Mortgagee with security satisfactory to
Mortgagee, proceed diligently and in good faith to contest the validity or
applicability of any such statute, ordinance, regulation or requirement so long
as during such contest the Mortgaged Property shall not be subject to any lien,
charge, fine or other liability and shall not be in danger of being forfeited,
lost or closed. Mortgagor shall not use or occupy, or allow the use or
occupancy of, the Mortgaged Property in any manner which violates any lease of
or any other agreement applicable to the Mortgaged Property or any applicable
law, rule, regulation or order or which constitutes a public or private
nuisance or which makes void, voidable or cancelable, or

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increases the premium of, any insurance then in force with respect thereto.

1.25 Additional Taxes. In the event of the enactment after this
date of any law of the state in which the Mortgaged Property is located or of
any other governmental entity deducting from the value of the Mortgaged
Property for the purpose of taxing any lien or security interest thereon, or
imposing upon Mortgagee the payment of the whole or any part of the taxes or
assessments or charges or liens herein required to be paid by Mortgagor, or
changing in any way the laws relating to the taxation of deeds of trust,
mortgages or security agreements or debts secured by deeds of trust, mortgages
or security agreements or the interest of the beneficiary, mortgagee or secured
party in the property covered thereby, or the manner of collection of such
taxes, so as to adversely affect this Mortgage or the Debt or Mortgagee, then,
and in any such event, Mortgagor, upon demand by Mortgagee, shall pay such
taxes, assessments, charges or liens, or reimburse Mortgagee therefor;
provided, however, that if in the opinion of counsel for Mortgagee (a) it might
be unlawful to require Mortgagor to make such payment, or (b) the making of
such payment might result in the imposition of interest beyond the maximum
amount permitted by law, then and in either such event, Mortgagee may elect, by
notice in writing given to Mortgagor, to declare all of the Debt to be and
become due and payable in full thirty (30) days from the giving of such notice.

1.26 Secured Indebtedness. It is understood and agreed that this
Mortgage shall secure payment of not only the Debt but also any and all
substitutions, replacements, renewals and extensions of the Note, any and all
indebtedness and obligations arising pursuant to the terms hereof and any and
all indebtedness and obligations arising pursuant to the terms of any of the
other Loan Documents, all of which indebtedness is equally secured with and has
the same priority as any amounts advanced as of the date hereof. It is agreed
that any future advances made by Mortgagee to or for the benefit of Mortgagor
from time to time under this Mortgage or the other Loan Documents and whether
or not such advances are obligatory or are made at the option of Mortgagee, or
otherwise, made for any purpose, within twenty (20) years from the date hereof,
and all interest accruing thereon, shall be equally secured by this Mortgage
and shall have the same priority as all amounts, if any, advanced as of the
date hereof and shall be subject to all of the terms and provisions of this
Mortgage.

1.27 Mortgagor's Waivers. To the full extent permitted by law,
Mortgagor agrees that Mortgagor shall not at any time insist upon, plead, claim
or take the benefit or advantage of any law now or hereafter in force providing
for any appraisement, valuation, stay, moratorium or extension, or any law now
or hereafter in force providing for the reinstatement of the Debt prior to any
sale of

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the Mortgaged Property to be made pursuant to any provisions contained herein
or prior to the entering of any decree, judgment or order of any court of
competent jurisdiction, or any right under any statute to redeem all or any
part of the Mortgaged Property so sold. Mortgagor, for Mortgagor and
Mortgagor's successors and assigns, and for any and all persons ever claiming
any interest in the Mortgaged Property, to the full extent permitted by law,
hereby knowingly, intentionally and voluntarily with and upon the advice of
competent counsel: (a) waives, releases, relinquishes and forever forgoes all
rights of valuation, appraisement, stay of execution, reinstatement and notice
of election or intention to mature or declare due the Debt (except such notices
as are specifically provided for herein); (b) waives, releases, relinquishes
and forever forgoes all right to a marshalling of the assets of Mortgagor,
including the Mortgaged Property, to a sale in the inverse order of alienation,
or to direct the order in which any of the Mortgaged Property shall be sold in
the event of foreclosure of the liens and security interests hereby created and
agrees that any court having jurisdiction to foreclose such liens and security
interests may order the Mortgaged Property sold as an entirety; and (c) waives,
releases, relinquishes and forever forgoes all rights and periods of redemption
provided under applicable law. To the full extent permitted by law, Mortgagor
shall not have or assert any right under any statute or rule of law pertaining
to the exemption of homestead or other exemption under any federal, state or
local law now or hereafter in effect, the administration of estates of
decedents or other matters whatever to defeat, reduce or affect the right of
Mortgagee under the terms of this Mortgage to a sale of the Mortgaged Property,
for the collection of the Debt without any prior or different resort for
collection, or the right of Mortgagee under the terms of this Mortgage to the
payment of the Debt out of the proceeds of sale of the Mortgaged Property in
preference to every other claimant whatever. Furthermore, Mortgagor hereby
knowingly, intentionally and voluntarily, with and upon the advice of competent
counsel, waives, releases, relinquishes and forever forgoes all present and
future statutes of limitations as a defense to any action to enforce the
provisions of this Mortgage or to collect any of the Debt to the fullest extent
permitted by law. Mortgagor covenants and agrees that upon the commencement of
a voluntary or involuntary bankruptcy proceeding by or against Mortgagor,
Mortgagor shall not seek a supplemental stay or otherwise shall not seek
pursuant to 11 U.S.C. Section 105 or any other provision of the Bankruptcy
Reform Act of 1978, as amended, or any other debtor relief law (whether
statutory, common law, case law, or otherwise) of any jurisdiction whatsoever,
now or hereafter in effect, which may be or become applicable, to stay,
interdict, condition, reduce or inhibit the ability of Mortgagee to enforce any
rights of Mortgagee against any guarantor or indemnitor of the secured
obligations or any other party liable with respect thereto by virtue of any
indemnity, guaranty or otherwise.

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1.28 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) MORTGAGOR, TO THE FULL EXTENT PERMITTED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, (I) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH
THE PREMISES IS LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON
ARISING FROM OR RELATING TO THE NOTE, THIS MORTGAGE OR ANY OTHER OF THE LOAN
DOCUMENTS, (II) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY
IN WHICH THE PREMISES IS LOCATED, (III) SUBMITS TO THE JURISDICTION OF SUCH
COURTS, AND (IV) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL
NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN
SHALL AFFECT THE RIGHT OF MORTGAGEE TO BRING ANY ACTION, SUIT OR PROCEEDING IN
ANY OTHER FORUM). MORTGAGOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE
MORTGAGOR AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION 4.5 HEREOF, AND
CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID
AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR
EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

(b) MORTGAGOR, TO THE FULL EXTENT PERMITTED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY
WAY RELATING TO THE DEBT OR ANY CONDUCT, ACT OR OMISSION OF MORTGAGEE OR
MORTGAGOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES,
AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH MORTGAGEE OR
MORTGAGOR, IN EACH OR THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE.

1.29 Contractual Statute of Limitations. Mortgagor hereby agrees
that any claim or cause of action by Mortgagor against Mortgagee, or any of
Mortgagee's directors, officers, employees, agents, accountants or attorneys,
based upon, arising from or relating to the Debt, or any other matter, cause or
thing whatsoever, whether or not relating thereto, occurred, done, omitted or
suffered to be done by Mortgagee or by Mortgagee's directors, officers,
employees, agents, accountants or attorneys, whether sounding in contract or in
tort or otherwise, shall be barred unless asserted by Mortgagor by the
commencement of an action or proceeding in a court of competent jurisdiction by
the filing of a complaint within one (1) year after Mortgagor first acquires or
reasonably should have acquired knowledge of the first act, occurrence or
omission upon which such claim or cause of action, or any part thereof, is
based and service of a summons and compliant on an officer of Mortgagee or any
other person authorized

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to accept service of process on behalf of Mortgagee, within thirty (30) days
thereafter. Mortgagor agrees that such one (1) year period of time is
reasonable and sufficient time for a borrower to investigate and act upon any
such claim or cause of action. The one (1) year period provided herein shall
not be waived, tolled or extended except by the specific written agreement of
Mortgagee. This provision shall survive any termination of this Mortgage or
any of the other Loan Documents.

1.30 Management. The management of the Mortgaged Property shall be
by: (a) Mortgagor or an entity affiliated with Mortgagor approved by Mortgagee
for so long as Mortgagor or said affiliated entity is managing the Mortgaged
Property in a first class manner; (b) a professional property management
company approved by Mortgagee; or (c) Tenant pursuant to the terms of the
Crossroads Lease. Such management by an affiliated entity or a professional
property management company shall be pursuant to a written agreement approved
by Mortgagee. In the event of default hereunder or under any management
contract then in effect, which default is not cured within any applicable grace
or cure period, Mortgagee shall have the right to terminate, or to direct
Mortgagor to terminate, such management contract upon thirty (30) days' notice
and to retain, or to direct Mortgagor to retain, a new management agent
approved by Mortgagee. All Rents generated by or derived from the Mortgaged
Property shall first be utilized solely for current expenses directly
attributable to the ownership and operation of the Mortgaged Property,
including, without limitation, current expenses relating to Mortgagor's
liabilities and obligations with respect to this Mortgage and the other Loan
Documents, and none of the Rents generated by or derived from the Mortgaged
Property shall be diverted by Mortgagor and utilized for any other purposes
unless all such current expenses attributable to the ownership and operation of
the Mortgaged Property have been fully paid and satisfied.

1.31 Hazardous Waste and Other Substances.

(a) Mortgagor hereby represents and warrants to Mortgagee
that, as of the date hereof: (i) to the best of Mortgagor's knowledge,
information and belief, the Mortgaged Property is not in direct or indirect
violation of any local, state or federal law, rule or regulation pertaining to
environmental regulation, contamination or clean-up (collectively,
"Environmental Statutes"), including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 et seq. and 40 CFR Section 302.1 et seq.), the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), The
Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq. and 40 CFR
Section 116.1 et seq.), and the Hazardous Materials Transportation Act (49
U.S.C. Section 1801 et seq.), and the regulations promulgated pursuant to said
laws, all as amended; (ii) no

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<PAGE> 47
hazardous, toxic or harmful substances, wastes, materials, pollutants or
contaminants (including, without limitation, asbestos, polychlorinated
biphenyls, petroleum products, flammable explosives, radioactive materials,
infectious substances or raw materials which include hazardous constituents) or
any other substances or materials which are included under or regulated by
Environmental Statutes (collectively, "Hazardous Materials") are located on or
have been handled, generated, stored, processed or disposed of on or released
or discharged from the Mortgaged Property (including underground
contamination), except for those substances used by Mortgagor in the ordinary
course of its business and in compliance with all Environmental Statutes; (iii)
the Mortgaged Property is not subject to any private or governmental lien or
judicial or administrative notice or action relating to Hazardous Materials;
(iv) there are no existing or closed underground storage tanks or other
underground storage receptacles for Hazardous Materials on the Mortgaged
Property; (v) Mortgagor has received no notice of, and to the best of
Mortgagor's knowledge and belief, there exists no investigation, action,
proceeding or claim by any agency, authority or unit of government or by any
third party which could result in any liability, penalty, sanction or judgment
under any Environmental Statutes with respect to any condition, use or
operation of the Mortgaged Property, nor does Mortgagor know of any basis for
such a claim; and (vi) Mortgagor has received no notice of and, to the best of
Mortgagor's knowledge and belief, there has been no claim by any party that any
use, operation or condition of the Mortgaged Property has caused any nuisance
or any other liability or adverse condition on any other property, nor does
Mortgagor know of any basis for such a claim.

(b) Mortgagor shall keep or cause the Mortgaged Property
to be kept free from Hazardous Materials (except those substances used by
Mortgagor in the ordinary course of its business and in compliance with all
Environmental Statutes) and in compliance with all Environmental Statutes,
shall not install or use any underground storage tanks, shall expressly
prohibit the use, generation, handling, storage, production, processing and
disposal of Hazardous Materials by all tenants of space in the Improvements,
and, without limiting the generality of the foregoing, during the term of this
Mortgage, shall not install in the Improvements or permit to be installed in
the Improvements asbestos or any substance containing asbestos.

(c) Mortgagor shall promptly notify Mortgagee if
Mortgagor shall become aware of the possible existence of any Hazardous
Materials on the Mortgaged Property or if Mortgagor shall become aware that the
Mortgaged Property is or may be in direct or indirect violation of any
Environmental Statutes. Further, immediately upon receipt of the same,
Mortgagor shall deliver to Mortgagee copies of any and all orders, notices,
permits, applications, reports, and other communications, documents and instru-

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<PAGE> 48
ments pertaining to the actual, alleged or potential presence or existence of
any Hazardous Materials at, on, about, under, within, near or in connection
with the Mortgaged Property. Mortgagor shall, promptly and when and as
required by Mortgagee, at Mortgagor's sole cost and expense, take all actions
as shall be necessary or advisable, in Mortgagee's discretion, for the clean-up
of any and all portions of the Mortgaged Property or other affected property,
including, without limitation, all investigative, monitoring, removal,
containment and remedial actions in accordance with all applicable
Environmental Statutes (and in all events in a manner satisfactory to
Mortgagee) and shall further pay or cause to be paid, at no expense to
Mortgagee, all clean-up, administrative and enforcement costs of applicable
governmental agencies which may be asserted against the Mortgaged Property. In
the event Mortgagor fails to do so, Mortgagee may, but shall not be obligated
to, cause the Mortgaged Property or other affected property to be freed from
any Hazardous Materials or otherwise brought into conformance with
Environmental Statutes and any and all costs and expenses incurred by Mortgagee
in connection therewith, together with interest thereon at the Default Interest
Rate from the date incurred by Mortgagee until actually paid by Mortgagor,
shall be immediately paid by Mortgagor on demand and shall be secured by this
Mortgage and by all of the other Loan Documents securing all or any part of the
Debt. Mortgagor hereby grants to Mortgagee and its agents and employees access
to the Mortgaged Property and a license to remove any items deemed by Mortgagee
to be Hazardous Materials and to do all things Mortgagee shall deem necessary
to bring the Mortgaged Property in conformance with Environmental Statutes.
Mortgagor covenants and agrees, at Mortgagor's sole cost and expense, to
indemnify, defend (at trial and appellate levels, and with attorneys,
consultants and experts acceptable to Mortgagee), and hold Mortgagee harmless
from and against any and all liens, damages, losses, liabilities, obligations,
settlement payments, penalties, assessments, citations, directives, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs,
disbursements or expenses of any kind or of any nature whatsoever (including,
without limitation, reasonable attorneys', consultants' and experts' fees and
disbursements actually incurred in investigating, defending, settling or
prosecuting any claim, litigation or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against Mortgagee or the
Mortgaged Property, and arising directly or indirectly from or out of: (i) the
presence, release or threat of release of any Hazardous Materials on, in, under
or affecting all or any portion of the Mortgaged Property or any surrounding
areas, regardless of whether or not caused by or within the control of
Mortgagor; (ii) the violation of any Environmental Statutes relating to or
affecting the Mortgaged Property, whether or not caused by or within the
control of Mortgagor; (iii) the failure by Mortgagor to comply fully with the
terms and conditions of this Section 1.31; (iv) the breach of any
representation or warranty contained in this Section 1.31; or (v)

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<PAGE> 49
the enforcement of this Section 1.31, including, without limitation, the cost
of assessment, containment and/or removal of any and all Hazardous Materials
from all or any portion of the Mortgaged Property or any surrounding areas, the
cost of any actions taken in response to the presence, release or threat of
release of any Hazardous Materials on, in, under or affecting any portion of
the Mortgaged Property or any surrounding areas to prevent or minimize such
release or threat of release so that it does not migrate or otherwise cause or
threaten danger to present or future public health, safety, welfare or the
environment, and costs incurred to comply with the Environmental Statutes in
connection with all or any portion of the Mortgaged Property or any surrounding
areas. The indemnity set forth in this Section 1.31(c) shall also include any
diminution in the value of the security afforded by the Mortgaged Property or
any future reduction in the sales price of the Mortgaged Property by reason of
any matter set forth in this Section 1.31(c). Mortgagee's rights under this
Section shall survive payment in full of the Debt and shall be in addition to
all other rights of Mortgagee under this Mortgage, the Note and the other Loan
Documents.

(d) Upon Mortgagee's request, at any time after the
occurrence of a default hereunder or at such other time as Mortgagee has
reasonable grounds to believe that Hazardous Materials are or have been
released, stored or disposed of on the Mortgaged Property, or on property
contiguous with the Mortgaged Property, or that the Mortgaged Property may be
in violation of the Environmental Statutes, Mortgagor shall provide, at
Mortgagor's sole cost and expense, an inspection or audit of the Mortgaged
Property prepared by a hydrogeologist or environmental engineer or other
appropriate consultant approved by Mortgagee indicating the presence or absence
of Hazardous Materials on the Mortgaged Property or an inspection or audit of
the Improvements prepared by an engineering or consulting firm approved by
Mortgagee indicating the presence or absence of friable asbestos or substances
containing asbestos on the Mortgaged Property. If Mortgagor fails to provide
such inspection or audit within thirty (30) days after such request, Mortgagee
may order the same, and Mortgagor hereby grants to Mortgagee and its employees
and agents access to the Mortgaged Property and a license to undertake such
inspection or audit. The cost of such inspection or audit, together with
interest thereon at the Default Interest Rate from the date incurred by
Mortgagee until actually paid by Mortgagor, shall be immediately paid by
Mortgagor on demand and shall be secured by this Mortgage and by all of the
other Loan Documents securing all or any part of the Debt.

(e) Without limiting the foregoing, Mortgagor shall
establish and comply with an operations and maintenance program, in form and
substance acceptable to Mortgagee, for the Mortgaged Property prepared by an
environmental consultant acceptable to

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Mortgagee, which program shall address any Hazardous Materials that may now or
in the future be detected on the Mortgaged Property. Without limiting the
generality of the preceding sentence, Mortgagee may require (i) periodic
notices or reports to Mortgagee in form, substance and at such intervals as
Mortgagee may specify, (ii) an amendment to such operations and maintenance
program to address changing circumstances, laws or other matters, (iii) at
Mortgagor's sole expense, supplemental examination of the Mortgaged Property by
consultants specified by Mortgagee, and (iv) variation of the operations and
maintenance program in response to the reports provided by any such
consultants.

1.32 Indemnification; Subrogation.

(a) Mortgagor shall indemnify, defend and hold Mortgagee
harmless against: (i) any and all claims for brokerage, leasing, finders or
similar fees which may be made relating to the Mortgaged Property or the Debt,
and (ii) any and all liability, obligations, losses, damages, penalties,
claims, actions, suits, costs and expenses (including Mortgagee's reasonable
attorneys' fees, together with reasonable appellate counsel fees, if any) of
whatever kind or nature which may be asserted against, imposed on or incurred
by Mortgagee in connection with the Debt, this Mortgage, the Mortgaged
Property, or any part thereof, or the exercise by Mortgagee of any rights or
remedies granted to it under this Mortgage; provided, however, that nothing
herein shall be construed to obligate Mortgagor to indemnify, defend and hold
harmless Mortgagee from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs and expenses enacted
against, imposed on or incurred by Mortgagee by reason of Mortgagee's willful
misconduct or gross negligence.

(b) If Mortgagee is made a party defendant to any
litigation or any claim is threatened or brought against Mortgagee concerning
the Debt, this Mortgage, the Mortgaged Property, or any part thereof, or any
interest therein, or the construction, maintenance, operation or occupancy or
use thereof, then Mortgagor shall indemnify, defend and hold Mortgagee harmless
from and against all liability by reason of said litigation or claims,
including reasonable attorneys' fees (together with reasonable appellate
counsel fees, if any) and expenses incurred by Mortgagee in any such litigation
or claim, whether or not any such litigation or claim is prosecuted to
judgment. If Mortgagee commences an action against Mortgagor to enforce any of
the terms hereof or to prosecute any breach by Mortgagor of any of the terms
hereof or to recover any sum secured hereby, Mortgagor shall pay to Mortgagee
its reasonable attorneys' fees (together with reasonable appellate counsel,
fees, if any) and expenses. The right to such attorneys' fees (together with
reasonable appellate counsel fees, if any) and expenses shall be deemed to have
accrued on the commencement of

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such action, and shall be enforceable whether or not such action is prosecuted
to judgment. If Mortgagor breaches any term of this Mortgage, Mortgagee may
engage the services of an attorney or attorneys to protect its rights
hereunder, and in the event of such engagement following any breach by
Mortgagor, Mortgagor shall pay Lender reasonable attorneys' fees (together with
reasonable appellate counsel fees, if any) and expenses incurred by Mortgagee,
whether or not an action is actually commenced against Mortgagor by reason of
such breach. All references to "attorneys" in this Subsection and elsewhere in
this Mortgage shall include, without limitation, any attorney or law firm
engaged by Mortgagee and Mortgagee's in-house counsel, and all references to
"fees and expenses" in this Subsection and elsewhere in this Mortgage shall
include, without limitation, any fees of such attorney or law firm and any
allocation charges and allocation costs of Mortgagee's in-house counsel.

(c) A waiver of subrogation shall be obtained by
Mortgagor from its insurance carrier and, consequently, Mortgagor waives any
and all right to claim or recover against Mortgagee, its officers, employees,
agents and representatives, for loss of or damage to Mortgagor, the Mortgaged
Property, Mortgagor's property or the property of others under Mortgagor's
control from any cause insured against or required to be insured against by the
provisions of this Mortgage.

1.33 Covenants with Respect to Indebtedness, Operations,
Fundamental Changes of Mortgagor. Mortgagor hereby represents, warrants and
covenants as of the date hereof and until such time as the Debt is paid in
full, that Mortgagor:

(a) will not dissolve or terminate or materially amend
the terms of its certificate of incorporation, partnership agreement or
operating agreement;

(b) will not enter into any transaction of merger or
consolidation, or liquidate or dissolve (or suffer any liquidation or
dissolution), or acquire by purchase or otherwise all or substantially all the
business or assets of, or any stock or other evidence of beneficial ownership
of any entity;

(c) has not and will not guarantee or otherwise become
liable on or in connection with any obligation of any other person or entity;

(d) does not own and will not own any encumbered asset
other than (i) the Mortgaged Property or Cross-collateralized Properties, and
(ii) incidental personal property necessary for the operation of the Mortgaged
Property or Cross-collateralized Properties;

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<PAGE> 52
(e) is not engaged and will not engage, either directly
or indirectly, in any business other than the ownership, management and
operation of the Mortgaged Property or Cross-collateralized Mortgage
Properties;

(f) will not enter into any contract or agreement with
any general partner, principal, affiliate or member of Mortgagor, as
applicable, or any affiliate of any general partner, principal or member of
Mortgagor, except upon terms and conditions that are intrinsically fair and
substantially similar to those that would be available on an arms-length basis
with third parties other than an affiliate;

(g) has not incurred and will not incur any debt, secured
or unsecured, direct or contingent (including guaranteeing any obligation),
other than (i) the Debt, and (ii) affiliate advances or trade payables or
accrued expenses incurred in the ordinary course of business of operating the
Mortgaged Property; no other debt may be secured (senior, subordinate or pari
passu) by the Mortgaged Property;

(h) has not made and will not make any loans or advances
to any third party (including any affiliate);

(i) is and will be solvent and pay its debts from its
assets as the same shall become due;

(j) has done or caused to be done and will do all things
necessary to preserve its existence, and will not, nor will any partner,
limited or general, member or shareholder thereof, amend, modify or otherwise
change its partnership certificate, partnership agreement, articles of
incorporation or by-laws, articles of organization, as applicable, in a manner
which adversely affects Mortgagor's existence as a single purpose entity;

(k) will conduct and operate its business as presently
conducted and operated;

(l) will maintain books and records and bank accounts
separate from those of its affiliates, including, without limitation, its
general partners and members;

(m) will be, and at all times will hold itself out to the
public as, a legal entity separate and distinct from any other entity
(including, without limitation, any affiliate general partner, or member, as
applicable, or any affiliate of any general partner or member of Mortgagor, as
applicable);

(n) will file its own tax returns;

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(o) will maintain adequate capital for the normal
obligations reasonably foreseeable in a business of its size and character and
in light of its contemplated business operations;

(p) will not seek the dissolution or winding up, in whole
or in part, of Mortgagor;

(q) will not commingle the funds and other assets of
Mortgagor with those of any general partner, member, affiliate, principal or
any other person;

(r) has and will maintain its assets in such a manner
that it is not costly or difficult to segregate, ascertain or identify its
individual assets from those of any affiliate or any other person; and

(s) does not and will not hold itself out to be
responsible for the debts or obligations of any other person.

1.34 INTENTIONALLY OMITTED.

1.35 Repayment Fee. Borrower shall pay to Lender a repayment fee
(the "Repayment Fee") of (a) one percent (1%) of the amount due under the Note
if any Cross-collateralized Property is, individually or collectively,
refinanced with an entity other than Mortgagee. Such fee shall not be payable
to Mortgagee in the event that all or a portion of the amount due under the
Note is repaid with the proceeds of an initial public offering or other equity
placement (including the sale of a Cross-collateralized Property).

1.36 Release of Mortgaged Property. If Mortgagor makes a
prepayment pursuant to the terms of the Note or if Mortgagee applies proceeds
from condemnation or casualty from the Mortgaged Property ("Loss Proceeds")
towards the repayment of the Debt, Mortgagee shall, promptly upon satisfaction
of all the following terms and conditions execute, acknowledge and deliver to
Mortgagor a release of this Mortgage (a "Release") in recordable form with
respect to the Mortgaged Property provided that:

(a) Mortgagee shall have received on the date proposed
for such prepayment (the "Prepayment Date") an amount equal to the sum of one
hundred percent (125%) of the Allocated Loan Amount (the "Release Price");

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<PAGE> 54
Cross-collateralized Properties immediately following the Release is at least
equal to the greater of (A) Aggregate Debt Service Coverage immediately prior
to effecting such Release or (B) the Aggregate Debt Service Coverage as of the
date of this Mortgage and; (ii) the ratio of the Debt following the prepayment
to the fair market value of all of the Cross- Collateralized Properties
immediately following the Release does not exceed the lesser of (A) the ratio
in effect immediately prior to such prepayment and Release or (B) the ratio in
effect as of the date of this Mortgage, all accompanied by an Officer's
Certificate stating that the statements, calculations and information
comprising such evidence are true, correct and complete in all respects; and

(c) Mortgagor shall, at its sole expense, prepare any and
all documents and instruments necessary to effect the Release, all of which
shall be subject to the reasonable approval of Mortgagee, and Mortgagor shall
pay all costs reasonably incurred by Mortgagee (including, but not limited to,
reasonable attorneys' fees and disbursements, title search costs or endorsement
premiums) in connection with the review, execution and delivery of the Release.

For purposes of this Mortgage, Allocated Loan Amount shall mean amount
set forth on Exhibit C herein. "Aggregate Debt Service Coverage" shall mean
the quotient obtained by dividing the aggregate Net Operating Income for all of
the Cross-collateralized Properties for the specified period by the aggregate
payments of interest and principal (not including the amount of principal
payable upon Maturity) due for such specified period under the Note (determined
as of the date the calculation of Aggregate Debt Service Coverage is required
or requested hereunder). "Net Operating Income" shall mean Operating Income
(as hereinafter defined) less Operating Expenses (as hereinafter defined).
"Operating Expenses" shall mean, in accordance with generally accepted
accounting principles consistently applied in the United States of America
("GAAP"), all expenses paid or incurred and directly attributable to the
operation, repair and/or maintenance of the Mortgaged Property and the
Cross-collateralized Property including, without limitation, any expenses for
reimbursements received, taxes and impositions, insurance premiums, costs
attributable to the operation, repair and maintenance of the systems for
heating, ventilating and air conditioning the Improvements and management and
franchise fees (which fees shall in no event be deemed to be less than an
amount equal to eight percent (8%) of Operating Income (as defined herein)).
Operating Expenses shall not include interest, principal and premium if any,
due under the Note or otherwise in connection with the Debt income taxes, costs
of improvements or repairs which may be capitalized in accordance with GAAP, or
any non-cash charge or expense such as depreciation. "Operating Income" shall
mean, in accordance with GAAP, all revenue derived or accrued from all sources
by Mortgagor

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<PAGE> 55
arising from the Mortgaged Property and the Cross-collateralized Property
including, without limitation, rental revenues (whether denominated as basic
rent, otherwise and including only that which is actually due and payable in
such fiscal year portion thereof) and other fees and charges payable pursuant
to Leases or otherwise in connection with the Mortgaged Property, and rent
insurance proceeds, in each case as determined in accordance with GAAP.
Operating Income shall not include (a) insurance proceeds (other than proceeds
of business interruption or other similar insurance allocable to the applicable
period) and condemnation awards (other than awards arising from a temporary
taking or the use and occupancy of all or part of the applicable Mortgaged
Property allocable to the applicable period), or interest accrued on such
proceeds or awards, (b) proceeds of any financing, (c) proceeds of any sale,
exchange or transfer of the Mortgaged Property or any part thereof or interest
therein, (d) capital contributions or loans to Mortgagor or an affiliate of
Mortgagor, (e) any type of income otherwise includable in Operating Income but
paid directly by any tenant to a Person other than Mortgagor except for real
estate taxes paid directly to any taxing authority by any tenant, (f) any other
extraordinary, non-recurring revenues, (g) Rents paid by or on behalf of any
lessee under a Lease which is the subject of any proceeding or action relating
to its bankruptcy, reorganization or other arrangement pursuant to federal
bankruptcy law or any similar federal or state law or which has been
adjudicated a bankrupt or insolvent unless such Lease has been affirmed by the
trustee in such proceeding or action, or (h) Rents paid by or on behalf of any
lessee under a Lease the demised premises of which are not occupied either by
such lessee or by a sublessee thereof. "Debt Service Coverage" shall mean the
quotient obtained by dividing Net Operating Income for the specified period by
the sum of the (a) aggregate payments of interest, and principal (not including
the amount of principal payable upon maturity) due for such specified period
under the Note with respect to the Allocated Loan Amount for the applicable
Cross- collateralized Borrower (determined as of the date the calculation of
Debt Service Coverage is required or requested hereunder) and (b) aggregate
payments of interest, principal and all other sums due for such specified
period pursuant to the terms of subordinate financing, if any, then affecting
the Cross-collateralized Property of such Cross- collateralized Borrower or, if
the Debt Service Coverage is being calculated in connection with a request for
consent to any subordinate financing, then proposed. "Cross-collateralized
Borrower" shall mean each person or entity which has executed the Note secured
by this Mortgage. "Cross-collateralized Mortgage" shall mean each mortgage,
deed of trust, deed to secure debt, security agreement, assignment of rents and
fixture filings as originally executed or as same may hereafter from time to
time be supplemented, amended, modified or extended by one or more indentures
supplemental thereto granted by a Cross-collateralized Borrower to Mortgagee as
security for the Note. "Cross-collateralized Property" shall mean each parcel
or parcels

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of real property encumbered by a Cross-collateralized Mortgage as identified on
Exhibit B attached hereto and made a part hereof.

ARTICLE II
EVENTS OF DEFAULT

2.1 Events of Default. The occurrence of any of the following
events shall be an Event of Default hereunder:

(a) Mortgagor fails to punctually perform any covenant,
agreement, obligation, term or condition hereof which requires payment of any
money to Mortgagee (except those regarding payments to be made under the Note,
which failure is subject to any grace periods set forth in the Note).

(b) Mortgagor fails to provide insurance as required by
Section 1.4 hereof or fails to perform any covenant, agreement, obligation,
term or condition set forth in Section 1.15, Section 1.31, Section 4.32 or
Section 4.33 hereof.

(c) Mortgagor fails to perform any other covenant,
agreement, obligation, term or condition set forth herein, other than those
otherwise described in this Section 2.1, and, to the extent such failure or
default is susceptible of being cured, the continuance of such failure or
default for thirty (30) days after written notice thereof from Mortgagee to
Mortgagor; provided, however, that if such default is susceptible of cure but
such cure cannot be accomplished with reasonable diligence within said period
of time, and if Mortgagor commences to cure such default promptly after receipt
of notice thereof from Mortgagee, and thereafter prosecutes the curing of such
default with reasonable diligence, such period of time shall be extended for
such period of time as may be necessary to cure such default with reasonable
diligence, but not to exceed an additional sixty (60) days.

(d) Any representation or warranty made herein, in or in
connection with any application or commitment relating to the loan evidenced by
the Note, or in any of the other Loan Documents to Mortgagee by Mortgagor, by
any principal or general partner in Mortgagor or by any indemnitor or guarantor
under any indemnity or guaranty executed in connection with the loan secured
hereby is determined by Mortgagee to have been false or misleading in any
material respect at the time made.

(e) There shall be a sale, conveyance, disposition,
alienation, hypothecation, leasing, assignment, pledge, mortgage, granting of a
security interest in or other transfer or further encumbrancing of the
Mortgaged Property, Mortgagor or its general partners, or any portion thereof
or any interest therein, in violation of Section 1.13 hereof.

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(f) A default occurs under any of the other Loan
Documents which has not been cured within any applicable grace or cure period
therein provided.

(g) Mortgagor, any principal or general partner in
Mortgagor or any indemnitor or guarantor under any indemnity or guaranty
executed in connection with the loan secured hereby becomes insolvent, or shall
make a transfer in fraud of creditors, or shall make an assignment for the
benefit of creditors, shall file a petition in bankruptcy, shall voluntarily be
adjudicated insolvent or bankrupt or shall admit in writing the inability to
pay debts as they mature, shall petition or apply to any tribunal for or shall
consent to or shall not contest the appointment of a receiver, trustee,
custodian or similar officer for Mortgagor, for any such principal or general
partner of Mortgagor or for any such indemnitor or guarantor or for a
substantial part of the assets of Mortgagor, of any such principal or general
partner of Mortgagor or of any such indemnitor or guarantor, or shall commence
any case, proceeding or other action under any bankruptcy, reorganization,
arrangement, readjustment or debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect.

(h) A petition is filed or any case, proceeding or other
action is commenced against Mortgagor, against any principal or general partner
of Mortgagor or against any indemnitor or guarantor under any indemnity or
guaranty executed in connection with the loan secured hereby seeking to have an
order for relief entered against it as debtor or seeking reorganization,
arrangement, adjustment, liquidation, dissolution or composition of it or its
debts or other relief under any law relating to bankruptcy, insolvency,
arrangement, reorganization, receivership or other debtor relief under any law
or statute of any jurisdiction, whether now or hereafter in effect, or a court
of competent jurisdiction enters an order for relief against Mortgagor, against
any principal or general partner of Mortgagor or against any indemnitor or
guarantor under any indemnity or guaranty executed in connection with the loan
secured hereby, as debtor, or an order, judgment or decree is entered
appointing, with or without the consent of Mortgagor, of any such principal or
general partner of Mortgagor or of any such indemnitor or guarantor, a
receiver, trustee, custodian or similar officer for Mortgagor, for any such
principal or general partner of Mortgagor or for any such indemnitor or
guarantor, or for any substantial part of any of the properties of Mortgagor,
of any such principal or general partner of Mortgagor or of any such indemnitor
or guarantor, and if any such event shall occur, such petition, case,
proceeding, action, order, judgment or decree shall not be dismissed within
sixty (60) days after being commenced.

(i) The Mortgaged Property or any part thereof shall be
taken on execution or other process of law in any action against Mortgagor.

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(j) Mortgagor abandons all or a portion of the Mortgaged
Property.

(k) The holder of any lien or security interest on the
Mortgaged Property (without implying the consent of Mortgagee to the existence
or creation of any such lien or security interest), whether superior or
subordinate to this Mortgage or any of the other Loan Documents, declares a
default and such default is not cured within any applicable grace or cure
period set forth in the applicable document or such holder institutes
foreclosure or other proceedings for the enforcement of its remedies
thereunder.

(l) The Mortgaged Property, or any part thereof, is
subjected to actual or threatened (in writing) waste or to removal, demolition
or material alteration so that the value of the Mortgaged Property is
materially diminished thereby and Mortgagee determines (in its subjective
determination) that it is not adequately protected from any loss, damage or
risk associated therewith.

(m) Any dissolution, termination, partial or complete
liquidation, merger or consolidation of Mortgagor, any of its principals or any
general partner.

(n) A default beyond applicable notice and grace periods
shall occur under any of the mortgages or deeds of trust encumbering the
Cross-collateralized Property.

(o) Mortgagor shall fail to maintain the Required Debt
Service Coverage set forth in Section 1.8 hereof.

(p) Mortgagor shall fail to cooperate pursuant to Section
4.33 hereof, including, without limitation, the failure to deliver any opinions
of counsel required therein, within fourteen (14) days of request for same by
Mortgagee.

(q) Mortgagor shall fail to make improvements to the
Mortgaged Property as set forth in Section 1.16 hereof.

ARTICLE III
REMEDIES

3.1 Remedies Available. If there shall occur a default under this
Mortgage, and such default has not been cured within any applicable grace or
cure period, then this Mortgage is subject to foreclosure as provided by law
and Mortgagee may, at its option and by or through a trustee, nominee, assignee
or otherwise, to the fullest extent permitted by law, exercise any or all of
the following rights, remedies and recourses, either successively or
concurrently:

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(a) Acceleration. Accelerate the maturity date of the
Note and declare any or all of the Debt to be immediately due and payable
without any presentment, demand, protest, notice or action of any kind whatever
(each of which is hereby expressly waived by Mortgagor), whereupon the same
shall become immediately due and payable. Upon any such acceleration, payment
of such accelerated amount shall constitute a prepayment of the principal
balance of the Note and any applicable prepayment fee provided for in the Note
shall then be immediately due and payable.

(b) Entry on the Mortgaged Property. Either in person or
by agent, with or without bringing any action or proceeding, or by a receiver
appointed by a court and without regard to the adequacy of its security, enter
upon and take possession of the Mortgaged Property, or any part thereof,
without force or with such force as is permitted by law and without notice or
process or with such notice or process as is required by law, unless such
notice and process is waivable, in which case Mortgagor hereby waives such
notice and process, and do any and all acts and perform any and all work which
may be desirable or necessary in Mortgagee's judgment to complete any
unfinished construction on the Premises, to preserve the value, marketability
or rentability of the Mortgaged Property, to increase the income therefrom, to
manage and operate the Mortgaged Property or to protect the security hereof,
and all sums expended by Mortgagee therefor, together with interest thereon at
the Default Interest Rate, shall be immediately due and payable to Mortgagee by
Mortgagor on demand and shall be secured hereby and by all of the other Loan
Documents securing all or any part of the Debt.

(c) Collect Rents. With or without taking possession of
the Mortgaged Property, sue or otherwise collect the Rents, including those
past due and unpaid.

(d) Appointment of Receiver. Upon, or at any time prior
or after, initiating the exercise of any power of sale, instituting any
judicial foreclosure or instituting any other foreclosure of the liens and
security interests provided for herein or any other legal proceedings
hereunder, make application to a court of competent jurisdiction for
appointment of a receiver for all or any part of the Mortgaged Property, as a
matter of strict right and without notice to Mortgagor and without regard to
the adequacy of the Mortgaged Property for the repayment of the Debt or the
solvency of Mortgagor or any person or persons liable for the payment of the
Debt, and Mortgagor does hereby irrevocably consent to such appointment, waive
any and all notices of and defenses to such appointment and agree not to oppose
any application therefor by Mortgagee, but nothing herein is to be construed to
deprive Mortgagee of any other right, remedy or privilege Mortgagee may now
have under the law to have a receiver appointed, provided, however, that the
appointment of such receiver, trustee or other appointee

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by virtue of any court order, statute or regulation shall not impair or in any
manner prejudice the rights of Mortgagee to receive payment of the Rents
pursuant to other terms and provisions hereof. Any such receiver shall have
all of the usual powers and duties of receivers in similar cases, including,
without limitation, the full power to hold, develop, rent, lease, manage,
maintain, operate and otherwise use or permit the use of the Mortgaged Property
upon such terms and conditions as said receiver may deem to be prudent and
reasonable under the circumstances as more fully set forth in Section 3.3
below. Such receivership shall, at the option of Mortgagee, continue until
full payment of all of the Debt or until title to the Mortgaged Property shall
have passed by foreclosure sale under this Mortgage or deed in lieu of
foreclosure.

(e) Foreclosure. Immediately commence an action to
foreclose this Mortgage or to specifically enforce its provisions with respect
to any of the Debt, pursuant to the statutes in such case made and provided,
and sell the Mortgaged Property or cause the Mortgaged Property to be sold in
accordance with the requirements and procedures provided by said statutes in a
single parcel or in several parcels at the option of Mortgagee.

(1) In the event foreclosure proceedings are
instituted by Mortgagee, all expenses incident to such proceedings,
including, but not limited to, attorneys' fees and costs, shall be
paid by Mortgagor and secured by this Mortgage and by all of the other
Loan Documents securing all or any part of the Debt. The Debt and all
other obligations secured by this Mortgage, including, without
limitation, interest at the Default Interest Rate (as defined in the
Note), any prepayment charge, fee or premium required to be paid under
the Note in order to prepay principal (to the extent permitted by
applicable law), reasonable attorneys' fees and any other amounts due
and unpaid to Mortgagee under the Loan Documents, may be bid by
Mortgagee in the event of a foreclosure sale hereunder. In the event
of a judicial sale pursuant to a foreclosure decree, it is understood
and agreed that Mortgagee or its assigns may become the purchaser of
the Mortgaged Property or any part thereof.

(f) Judicial Remedies. Proceed by suit or suits, at law
or in equity, instituted by Mortgagee, upon written request of Mortgagee, to
enforce the payment of the Debt or the other obligations of Mortgagor hereunder
or pursuant to the Loan Documents, to foreclose the liens and security
interests of this Mortgage as against all or any part of the Mortgaged
Property, and to have all or any part of the Mortgaged Property sold under the
judgment or decree of a court of competent jurisdiction. This remedy shall be
cumulative of any other non-judicial remedies available to the Mortgagee with
respect to the Loan Documents.

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Proceeding with the request or receiving a judgment for legal relief shall not
be or be deemed to be an election of remedies or bar any available non-judicial
remedy of the Mortgagee.

(g) Other. Exercise any other right or remedy available
hereunder, under any of the other Loan Documents or at law or in equity.

3.2 Application of Proceeds. To the fullest extent permitted by
law, the proceeds of any sale under this Mortgage, together with any other sums
which then may be held by Mortgagee under this Mortgage or under any other of
the Loan Documents, shall be applied, to the extent funds are so available, to
the following items in such order as Mortgagee in its discretion may determine:

(a) To payment of the reasonable costs, expenses and fees
of taking possession of the Mortgaged Property, and of holding, operating,
maintaining, using, leasing, repairing, improving, marketing and selling the
same and of otherwise enforcing Mortgagee's right and remedies hereunder and
under the other Loan Documents, including, but not limited to, receivers' fees,
court costs, attorneys', accountants', appraisers', managers' and other
professional fees, title charges and transfer taxes.

(b) To payment of all sums expended by Mortgagee under
the terms of any of the Loan Documents and not yet repaid, together with
interest on such sums at the Default Interest Rate.

(c) To payment of the Debt and all other obligations
secured by this Mortgage, including, without limitation, interest at the
Default Interest Rate and, to the extent permitted by applicable law, any
prepayment fee, charge or premium required to be paid under the Note in order
to prepay principal, in any order that Mortgagee chooses in its sole
discretion.

(d) The remainder, if any, of such funds shall be
disbursed to Mortgagor or to the person or persons legally entitled thereto.

3.3 Right and Authority of Receiver or Mortgagee in the Event of
Default; Power of Attorney. Upon the occurrence of a default hereunder, which
default is not cured within any applicable grace or cure period, and entry upon
the Mortgaged Property pursuant to Section 3.1(b) hereof or appointment of a
receiver pursuant to Section 3.1(d) hereof, and under such terms and conditions
as may be prudent and reasonable under the circumstances in Mortgagee's or the
receiver's sole discretion, all at Mortgagor's expense, Mortgagee or said
receiver, or such other persons or entities as they shall hire, direct or
engage, as the case may be, may do or permit one or more of the following,
successively or concurrently: (a) enter upon and take possession and control
of any and all of

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the Mortgaged Property; (b) take and maintain possession of all documents,
books, records, papers and accounts relating to the Mortgaged Property; (c)
exclude Mortgagor and its agents, servants and employees wholly from the
Mortgaged Property; (d) manage and operate the Mortgaged Property; (e) preserve
and maintain the Mortgaged Property; (f) make repairs and alterations to the
Mortgaged Property; (g) complete any construction or repair of the
Improvements, with such changes, additions or modifications of the plans and
specifications or intended disposition and use of the Improvements as Mortgagee
may in its sole discretion deem appropriate or desirable to place the Mortgaged
Property in such condition as will, in Mortgagee's sole discretion, make it or
any part thereof readily marketable or rentable; (h) conduct a marketing or
leasing program with respect to the Mortgaged Property, or employ a marketing
or leasing agent or agents to do so, directed to the leasing or sale of the
Mortgaged Property under such terms and conditions as Mortgagee may in its sole
discretion deem appropriate or desirable; (i) employ such contractors,
subcontractors, materialmen, architects, engineers, consultants, managers,
brokers, marketing agents, or other employees, agents, independent contractors
or professionals, as Mortgagee may in its sole discretion deem appropriate or
desirable to implement and effectuate the rights and powers herein granted; (j)
execute and deliver, in the name of Mortgagee as attorney-in-fact and agent of
Mortgagor or in its own name as Mortgagee, such documents and instruments as
are necessary or appropriate to consummate authorized transactions; (k) enter
such leases, whether of real or personal property, or tenancy agreements, under
such terms and conditions as Mortgagee may in its sole discretion deem
appropriate or desirable; (1) collect and receive the Rents from the Mortgaged
Property; (m) eject tenants or repossess personal property, as provided by law,
for breaches of the conditions of their leases or other agreements; (n) sue for
unpaid Rents, payments, income or proceeds in the name of Mortgagor or
Mortgagee; (o) maintain actions in forcible entry and detainer, ejectment for
possession and actions in distress for rent; (p) compromise or give acquittance
for Rents, payments, income or proceeds that may become due; (q) delegate or
assign any and all rights and powers given to Mortgagee by this Mortgage; and
(r) do any acts which Mortgagee in its sole discretion deems appropriate or
desirable to protect the security hereof and use such measures, legal or
equitable, as Mortgagee may in its sole discretion deem appropriate or
desirable to implement and effectuate the provisions of this Mortgage. This
Mortgage shall constitute a direction to and full authority to any lessee, or
other third party who has heretofore dealt or contracted or may hereafter deal
or contract with Mortgagor or Mortgagee, at the request of Mortgagee, to pay
all amounts owing under any lease, contract, concession, license or other
agreement to Mortgagee without proof of the default relied upon. Any such
lessee or third party is hereby irrevocably authorized to rely upon and comply
with (and shall be fully protected by Mortgagor in so doing) any

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request, notice or demand by Mortgagee for the payment to Mortgagee of any
Rents or other sums which may be or thereafter become due under its lease,
contract, concession, license or other agreement, or for the performance of any
undertakings under any such lease, contract, concession, license or other
agreement, and shall have no right or duty to inquire whether any default under
this Mortgage or under any of the other Loan Documents has actually occurred or
is then existing. Mortgagor hereby constitutes and appoints Mortgagee, its
assignees, successors, transferees and nominees, as Mortgagor's true and lawful
attorney-in-fact and agent, with full power of substitution in the Mortgaged
Property, in Mortgagor's name, place and stead, to do or permit any one or more
of the foregoing described rights, remedies, powers and authorities,
successively or concurrently, and said power of attorney shall be deemed a
power coupled with an interest and irrevocable so long as any portion of the
Debt is outstanding. Any money advanced by Mortgagee in connection with any
action taken under this Section 3.3, together with interest thereon at the
Default Interest Rate from the date of making such advancement by Mortgagee
until actually paid by Mortgagor, shall be a demand obligation owing by
Mortgagor to Mortgagee and shall be secured by this Mortgage and by every other
instrument securing the Debt.

3.4 Occupancy After Foreclosure. In the event there is a
foreclosure sale hereunder and at the time of such sale, Mortgagor or
Mortgagor's representatives, successors or assigns, or any other persons
claiming any interest in the Mortgaged Property by, through or under Mortgagor
(except tenants of space in the Improvements subject to leases entered into
prior to the date hereof), are occupying or using the Mortgaged Property, or
any part thereof, then, to the extent not prohibited by applicable law, each
and all shall, at the option of Mortgagee or the purchaser at such sale, as the
case may be, immediately become the tenant of the purchaser at such sale, which
tenancy shall be a tenancy from day-to-day, terminable at the will of either
landlord or tenant, at a reasonable rental per day based upon the value of the
Mortgaged Property occupied or used, such rental to be due daily to the
purchaser. Further, to the extent permitted by applicable law, in the event
the tenant fails to surrender possession of the Mortgaged Property upon the
termination of such tenancy, the purchaser shall be entitled to institute and
maintain an action for unlawful detainer of the Mortgaged Property in the
appropriate court of the county in which the Premises is located.

3.5 Notice to Account Debtors. Mortgagee may, at any time after a
default hereunder, which default is not cured within any applicable grace or
cure period, notify the account debtors and obligors of any accounts, chattel
paper, negotiable instruments or other evidences of indebtedness to Mortgagor
included in the Mortgaged Property to pay Mortgagee directly. Mortgagor shall
at any time or from time to time upon the request of Mortgagee provide

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to Mortgagee a current list of all such account debtors and obligors and their
addresses.

3.6 Cumulative Remedies. All remedies contained in this Mortgage
are cumulative and Mortgagee shall also have all other remedies provided at law
and in equity or in any other Loan Documents. Such remedies may be pursued
separately, successively or concurrently at the sole subjective direction of
Mortgagee and may be exercised in any order and as often as occasion therefor
shall arise. No act of Mortgagee shall be construed as an election to proceed
under any particular provisions of this Mortgage to the exclusion of any other
provision of this Mortgage or as an election of remedies to the exclusion of
any other remedy which may then or thereafter be available to Mortgagee. No
delay or failure by Mortgagee to exercise any right or remedy under this
Mortgage shall be construed to be a waiver of that right or remedy or of any
default hereunder. Mortgagee may exercise any one or more of its rights and
remedies at its option without regard to the adequacy of its security.

3.7 Payment of Expenses. Mortgagor shall pay on demand all of
Mortgagee's expenses incurred in any efforts to enforce any terms of this
Mortgage, whether or not any lawsuit is filed and whether or not foreclosure is
commenced but not completed, including, but not limited to, legal fees and
disbursements, foreclosure costs and title charges, together with interest
thereon from and after the date incurred by Mortgagee until actually paid by
Mortgagor at the Default Interest Rate, and the same shall be secured by this
Mortgage and by all of the other Loan Documents securing all or any part of the
Debt evidenced by the Note.

ARTICLE IV
MISCELLANEOUS TERMS AND CONDITIONS

4.1 Time of Essence. Time is of the essence with respect to all
provisions of this Mortgage.

4.2 Release of Mortgage. If all of the Debt be paid, then and in
that event only, all rights under this Mortgage, except for those provisions
hereof which by their terms survive, shall terminate and the Mortgaged Property
shall become wholly clear of the liens, security interests, conveyances and
assignments evidenced hereby, which shall be promptly released of record by
Mortgagee in due form at Mortgagor's cost. No release of this Mortgage or the
lien hereof shall be valid unless executed by Mortgagee.

4.3 Certain Rights of Mortgagee. Without affecting Mortgagor's
liability for the payment of any of the Debt, Mortgagee may from time to time
and without notice to Mortgagor: (a) release any person liable for the payment
of the Debt; (b) extend or modify

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the terms of payment of the Debt; (c) accept additional real or personal
property of any kind as security or alter, substitute or release any property
securing the Debt; (d) recover any part of the Mortgaged Property; (e) consent
in writing to the making of any subdivision map or plat thereof; (f) join in
granting any easement therein; or (g) join in any extension agreement of this
Mortgage or any agreement subordinating the lien hereof.

4.4 Waiver of Certain Defenses. No action for the enforcement of
the lien hereof or of any provision hereof shall be subject to any defense
which would not be good and available to the party interposing the same in an
action at law upon the Note or any of the other Loan Documents.

4.5 Notices. All notices, demands, requests or other
communications to be sent by one party to the other hereunder or required by
law shall be in writing and shall be deemed to have been validly given or
served by delivery of the same in person to the intended addressee, or by
depositing the same with Federal Express or another reputable private courier
service for next business day delivery, or by depositing the same in the United
States mail, postage prepaid, registered or certified mail, return receipt
requested, in any event addressed to the intended addressee at its address set
forth on the first page of this Mortgage or at such other address as may be
designated by such party as herein provided. All notices, demands and requests
shall be effective upon such personal delivery, or one (1) business day after
being deposited with the private courier service, or two (2) business days
after being deposited in the United States mail as required above. Rejection
or other refusal to accept or the inability to deliver because of changed
address of which no notice was given as herein required shall be deemed to be
receipt of the notice, demand or request sent. By giving to the other party
hereto at least fifteen (15) days' prior written notice thereof in accordance
with the provisions hereof, the parties hereto shall have the right from time
to time to change their respective addresses and each shall have the right to
specify as its address any other address within the United States of America.

4.6 Successors and Assigns. The terms, provisions, indemnities,
covenants and conditions hereof shall be binding upon Mortgagor and the
successors and assigns of Mortgagor, including all successors in interest of
Mortgagor in and to all or any part of the Mortgaged Property, and shall inure
to the benefit of Mortgagee, its directors, officers, shareholders, employees
and agents and their respective successors and assigns and shall constitute
covenants running with the land. All references in this Mortgage to Mortgagor
or Mortgagee shall be deemed to include all such parties' successors and
assigns, and the term "Mortgagee" as used herein shall also mean and refer to
any lawful holder or owner, including pledgees and participants, of any of the
Debt. If

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Mortgagor consists of more than one person or entity, each is jointly and
severally liable to perform the obligations of Mortgagor hereunder and all
representations, warranties, covenants and agreements made by Mortgagor
hereunder are joint and several.

4.7 Severability. A determination that any provision of this
Mortgage is unenforceable or invalid shall not affect the enforceability or
validity of any other provision, and any determination that the application of
any provision of this Mortgage to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such provision
as it may apply to any other persons or circumstances.

4.8 Gender. Within this Mortgage, words of any gender shall be
held and construed to include any other gender, and words in the singular shall
be held and construed to include the plural, and vice versa, unless the context
otherwise requires.

4.9 Waiver; Discontinuance of Proceedings. Mortgagee may waive
any single default by Mortgagor hereunder without waiving any other prior or
subsequent default. Mortgagee may remedy any default by Mortgagor hereunder
without waiving the default remedied. Neither the failure by Mortgagee to
exercise, nor the delay by Mortgagee in exercising, any right, power or remedy
upon any default by Mortgagor hereunder shall be construed as a waiver of such
default or as a waiver of the right to exercise any such right, power or remedy
at a later date. No single or partial exercise by Mortgagee of any right,
power or remedy hereunder shall exhaust the same or shall preclude any other or
further exercise thereof, and every such right, power or remedy hereunder may
be exercised at any time and from time to time. No modification or waiver of
any provision hereof nor consent to any departure by Mortgagor therefrom shall
in any event be effective unless the same shall be in writing and signed by
Mortgagee, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose given. No notice to nor demand
on Mortgagor in any case shall of itself entitle Mortgagor to any other or
further notice or demand in similar or other circumstances. Acceptance by
Mortgagee of any payment in an amount less than the amount then due on any of
the Debt shall be deemed an acceptance on account only and shall not in any way
affect the existence of a default hereunder. In case Mortgagee shall have
proceeded to invoke any right, remedy or recourse permitted hereunder or under
the other Loan Documents and shall thereafter elect to discontinue or abandon
the same for any reason, Mortgagee shall have the unqualified right to do so
and, in such an event, Mortgagor and Mortgagee shall be restored to their
former positions with respect to the Debt, the Loan Documents, the Mortgaged
Property and otherwise, and the rights, remedies, recourses and powers of
Mortgagee shall continue as if the same had never been invoked.

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4.10 Section Headings. The headings of the sections and paragraphs
of this Mortgage are for convenience of reference only, are not to be
considered a part hereof and shall not limit or otherwise affect any of the
terms hereof.

4.11 GOVERNING LAW. THIS MORTGAGE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS
LOCATED, PROVIDED THAT TO THE EXTENT THAT ANY OF SUCH LAWS MAY NOW OR HEREAFTER
BE PREEMPTED BY FEDERAL LAW, SUCH FEDERAL LAW SHALL SO GOVERN AND BE
CONTROLLING; AND PROVIDED FURTHER THAT THE LAWS OF THE STATE IN WHICH THE
PREMISES IS LOCATED SHALL GOVERN AS TO THE CREATION, PRIORITY AND ENFORCEMENT
OF LIENS AND SECURITY INTERESTS IN MORTGAGED PROPERTY LOCATED IN SUCH STATE.

4.12 Counting of Days. The term "days" when used herein shall mean
calendar days. If any time period ends on a Saturday, Sunday or holiday
officially recognized by the state within which the Premises is located, the
period shall be deemed to end on the next succeeding business day. The term
"business day" when used herein shall mean a weekday, Monday through Friday,
except a legal holiday or a day on which banking institutions in New York, New
York are authorized by law to be closed.

4.13 Relationship of the Parties. The relationship between
Mortgagor and Mortgagee is that of a borrower and a lender only and neither of
those parties is, nor shall it hold itself out to be, the agent, employee,
joint venturer or partner of the other party.

4.14 Application of the Proceeds of the Note. To the extent that
proceeds of the Note are used to pay indebtedness secured by any outstanding
lien, security interest, charge or prior encumbrance against the Mortgaged
Property, such proceeds have been advanced by Mortgagee at Mortgagor's request
and Mortgagee shall be subrogated to any and all rights, security interests and
liens owned by any owner or holder of such outstanding liens, security
interests, charges or encumbrances, irrespective of whether said liens,
security interests, charges or encumbrances are released.

4.15 Unsecured Portion of Indebtedness. If any part of the Debt
cannot be lawfully secured by this Mortgage or if any part of the Mortgaged
Property cannot be lawfully subject to the lien and security interest hereof to
the full extent of such indebtedness, then all payments made shall be applied
on said indebtedness first in discharge of that portion thereof which is
unsecured by this Mortgage.

4.16 Cross Default. A default hereunder which has not been cured
within any applicable grace or cure period shall be a default under each of the
other Loan Documents.

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4.17 Interest After Sale. In the event the Mortgaged Property or
any part thereof shall be sold upon foreclosure as provided hereunder, to the
extent permitted by law, the sum for which the same shall have been sold shall,
for purposes of redemption (pursuant to the laws of the State of in which the
Premises is located), bear interest at the Default Interest Rate.

4.18 Inconsistency with Other Loan Documents. In the event of any
inconsistency between the provisions hereof and the provisions in any of the
other Loan Documents, it is intended that the provisions selected to control by
Mortgagee in its sole subjective discretion shall be controlling.

4.19 Construction of this Document. This document may be construed
as a mortgage, security deed, deed of trust, chattel mortgage, conveyance,
assignment, security agreement, pledge, financing statement, hypothecation or
contract, or any one or more of the foregoing, in order to fully effectuate the
liens and security interests created hereby and the purposes and agreements
herein set forth.

4.20 No Merger. It is the desire and intention of the parties
hereto that this Mortgage and the lien hereof do not merge in fee simple title
to the Mortgaged Property. It is hereby understood and agreed that should
Mortgagee acquire any additional or other interests in or to the Mortgaged
Property or the ownership thereof, then, unless a contrary intent is manifested
by Mortgagee as evidenced by an appropriate document duly recorded, this
Mortgage and the lien hereof shall not merge in such other or additional
interests in or to the Mortgaged Property, toward the end that this Mortgage
may be foreclosed as if owned by a stranger to said other or additional
interests.

4.21 Rights With Respect to Junior Encumbrances. Any person or
entity purporting to have or to take a junior mortgage or other lien upon the
Mortgaged Property or any interest therein shall be subject to the rights of
Mortgagee to amend, modify, increase, vary, alter or supplement this Mortgage,
the Note or any of the other Loan Documents, and to extend the maturity date of
the Debt, and to increase the amount of the Debt, and to waive or forebear the
exercise of any of its rights and remedies hereunder or under any of the other
Loan Documents and to release any collateral or security for the Debt, in each
and every case without obtaining the consent of the holder of such junior lien
and without the lien or security interest of this Mortgage losing its priority
over the rights of any such junior lien.

4.22 Mortgagee May File Proofs of Claim. In the case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment,
composition or other proceedings affecting Mortgagor or the principals or
general partners in Mortgagor, or their

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respective creditors or property, Mortgagee, to the extent permitted by law,
shall be entitled to file such proofs of claim and other documents as may be
necessary or advisable in order to have the claims of Mortgagee allowed in such
proceedings for the entire Debt at the date of the institution of such
proceedings and for any additional amount which may become due and payable by
Mortgagor hereunder after such date.

4.23 Fixture Filing. This Mortgage shall be effective from the
date of its recording as a financing statement filed as a fixture filing with
respect to all goods constituting part of the Mortgaged Property which are or
are to become fixtures. This Mortgage shall also be effective as a financing
statement covering minerals or the like (including oil and gas) and is to be
filed for record in the Real Estate Records of the county where the Mortgaged
Property is situated. The mailing address of Mortgagor and the address of
Mortgagee from which information concerning the security interests may be
obtained are set forth in Section 1.22 above.

4.24 After-Acquired Mortgaged Property. All property acquired by
Mortgagor after the date of this Mortgage which by the terms of this Mortgage
shall be subject to the lien and the security interest created hereby, shall
immediately upon the acquisition thereof by Mortgagor and without further
mortgage, conveyance or assignment become subject to the lien and security
interest created by this Mortgage. Nevertheless, Mortgagor shall execute,
acknowledge, deliver and record or file, as appropriate, all and every such
further mortgages, security agreements, financing statements, assignments and
assurances as Mortgagee shall require for accomplishing the purposes of this
Mortgage.

4.25 No Representation. By accepting delivery of any item required
to be observed, performed or fulfilled or to be given to Mortgagee pursuant to
the Loan Documents, including, but not limited to, any officer's certificate,
balance sheet, statement of profit and loss or other financial statement,
survey, appraisal or insurance policy, Mortgagee shall not be deemed to have
warranted, consented to, or affirmed the sufficiency, legality, effectiveness
or legal effect of the same, or of any term, provision or condition thereof,
and such acceptance of delivery thereof shall not be or constitute any
warranty, consent or affirmation with respect thereto by Mortgagee.

4.26 Counterparts. This Mortgage may be executed in any number of
counterparts, each of which shall be effective only upon delivery and
thereafter shall be deemed an original, and all of which shall be taken to be
one and the same instrument, for the same effect as if all parties hereto had
signed the same signature page. Any signature page of this Mortgage may be
detached from any counterpart of this Mortgage without impairing the legal
effect of any signatures thereon and may be attached to another counterpart

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of this Mortgage identical in form hereto but having attached to it one or more
additional signature pages.

4.27 Personal Liability. Notwithstanding anything to the contrary
contained in this Mortgage, the liability of Mortgagor and its general partners
for the Debt and for the performance of the other agreements, covenants and
obligations contained herein and in the Loan Documents shall be limited as set
forth in Section 3.6 of the Note.

4.28 Recording and Filing. Mortgagor will cause the Loan Documents
and all amendments and supplements thereto and substitutions therefor to be
recorded, filed, re-recorded and re-filed in such manner and in such places as
Mortgagee shall reasonably request, and will pay on demand all such recording,
filing, re-recording and re-filing taxes, fees and other charges. Mortgagor
shall reimburse Mortgagee, or its servicing agent, for the costs incurred in
obtaining a tax service company to verify the status of payment of taxes and
assessments on the Mortgaged Property.

4.29 Entire Agreement and Modifications. This Mortgage and the
other Loan Documents contain the entire agreements between the parties relating
to the subject matter hereof and thereof and all prior agreements relative
hereto and thereto which are not contained herein or therein are terminated.
This Mortgage and the other Loan Documents may not be amended, revised, waived,
discharged, released or terminated orally but only by a written instrument or
instruments executed by the party against which enforcement of the amendment,
revision, waiver, discharge, release or termination is asserted. Any alleged
amendment, revision, waiver, discharge, release or termination which is not so
documented shall not be effective as to any party.

4.30 Maximum Interest. The provisions of this Mortgage and of all
agreements between Mortgagor and Mortgagee, whether now existing or hereafter
arising and whether written or oral, are hereby expressly limited so that in no
contingency or event whatsoever, whether by reason of demand or acceleration of
the maturity of the Note or otherwise, shall the amount paid, or agreed to be
paid ("Interest"), to Mortgagee for the use, forbearance or retention of the
money loaned under the Note exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, performance or
fulfillment of any provision hereof or of any agreement between Mortgagor and
Mortgagee shall, at the time performance or fulfillment of such provision shall
be due, exceed the limit for Interest prescribed by law or otherwise transcend
the limit of validity prescribed by applicable law, then ipso facto the
obligation to be performed or fulfilled shall be reduced to such limit, and if,
from any circumstance whatsoever, Mortgagee shall ever receive anything of
value deemed Interest by applicable law in

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excess of the maximum lawful amount, an amount equal to any excessive Interest
shall be applied to the reduction of the principal balance owing under the Note
in the inverse order of its maturity (whether or not then due) or at the option
of Mortgagee be paid over to Mortgagor, and not to the payment of Interest.
All Interest (including any amounts or payments deemed to be Interest) paid or
agreed to be paid to Mortgagee shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full period
until payment in full of the principal balance of the Note so that the Interest
thereon for such full period will not exceed the maximum amount permitted by
applicable law. This paragraph will control all agreements between Mortgagor
and Mortgagee.

4.31 INTENTIONALLY OMITTED.

4.32 Franchise Agreements. The Improvements shall be operated
under the terms and conditions of that certain franchise agreement more
particularly described in Exhibit D hereto (hereinafter, together with any
renewals or replacements thereof, being referred to as the "Franchise
Agreement"). Mortgagor shall (a) pay all sums required to be paid by Mortgagor
under the Franchise Agreement, (b) diligently perform and observe all of the
terms, covenants and conditions of the Franchise Agreement on the part of
Mortgagor to be performed and observed to the end that all things shall be done
which are necessary to keep unimpaired the rights of Mortgagor under the
Franchise Agreement, and (c) promptly notify Mortgagee of the giving of any
notice to Mortgagor of any default by Mortgagor in the performance or
observance of any of the terms, covenants or conditions of the Franchise
Agreement on the part of Mortgagor to be performed and observed and deliver to
Mortgagee a true copy of each such notice. Mortgagor shall not, without the
prior consent of the Mortgagee, surrender the Franchise Agreement or terminate
or cancel the Franchise Agreement or modify, change, supplement, alter or amend
the Franchise Agreement, in any respect, either orally or in writing, and
Mortgagor hereby assigns to Mortgagee as further security for the payment of
the Debt and for the performance and observance of the terms, covenants and
conditions of this Mortgage, all the rights, privileges and prerogatives of
Mortgagor to surrender the Franchise Agreement or to terminate, cancel, modify,
change, supplement, alter or amend the Franchise Agreement in any respect, and
any such surrender of the Franchise Agreement or termination, cancellation,
modification, change, supplement, alteration or amendment of the Franchise
Agreement without the prior written consent of Mortgagee shall be void and of
no force and effect. If Mortgagor shall default in the performance or
observance of any material term, covenant or condition of the Franchise
Agreement on the part of Mortgagor to be performed or observed, then, without
limiting the generality of the other provisions of this Mortgage, and without
waiving or releasing Mortgagor from any of its obligations hereunder, Mortgagee
shall

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have the right, but shall be under no obligation, to pay any sums and to
perform any act or take any action as may be appropriate to cause all the
terms, covenants and conditions of the Franchise Agreement on the part of
Mortgagor to be performed or observed to be promptly performed or observed on
behalf of Mortgagor, to the end that the rights of Mortgagor in, to and under
the Franchise Agreement shall be kept unimpaired and free from default.
Mortgagee and any person designated by Mortgagee shall have, and are hereby
granted, the right to enter upon the Mortgaged Property at any time and from
time to time for the purpose of taking any such action. If the franchisor
under the Franchise Agreement shall deliver to Mortgagee a copy of any notice
sent to Mortgagor of default under the Franchise Agreement, such notice shall
constitute full protection to Mortgagee for any action taken or omitted to be
taken by Mortgagee in good faith, in reliance thereon. Mortgagor shall, from
time to time, use its best efforts to obtain from the franchisor under the
Franchise Agreement such certificates of estoppel with respect to compliance by
Mortgagor with the terms of the Franchise Agreement as may be requested by
Mortgagee. Mortgagor shall exercise each individual option, if any, to extend
or renew the term of the Franchise Agreement upon demand by Mortgagee made at
any time within one (1) year of the last day upon which any such option may be
exercised, and Mortgagor hereby expressly authorizes and appoints Mortgagor its
attorney-in-fact to exercise any such option in the name of and upon behalf of
Mortgagor, which power of attorney shall be irrevocable and shall be deemed to
be coupled with an interest.

4.33 Cooperation. (a) Mortgagor acknowledges that Mortgagee and
its successors and assigns may (i) sell this Mortgage, the Note and other Loan
Documents to one or more investors as a whole loan, (ii) participate the loan
(the "Loan") secured by this Mortgage to one or more investors, (iii) deposit
this Mortgage, the Note and other Loan Documents with a trust, which trust may
sell certificates to investors evidencing an ownership interest in the trust
assets or (iv) otherwise sell the Loan or interest therein to investors (the
transactions referred to in clauses (i) through (iv) are hereinafter referred
to as "Secondary Market Transactions"). Mortgagor shall cooperate in good
faith with Mortgagee in effecting any such Secondary Market Transaction and
shall cooperate in good faith to implement all requirements imposed by any
rating agency involved in any Secondary Market Transaction (the "Rating
Agency") including, without limitation, all structural or other changes to the
Loan, modifications to any documents evidencing or securing the Loan, delivery
of opinions of counsel acceptable to the rating agency and addressing such
matters as the rating agency may require; provided, however, that the Mortgagor
shall not be required to modify any documents evidencing or securing the Loan
which would modify (i) the interest rate payable under the Note, (ii) the
stated maturity of the Note, (iii) the amortization of principal of the Note,
or (iv) any other material economic term of

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the Note. Mortgagor shall provide such information and documents relating to
Mortgagor, the Mortgaged Property and any tenants of the Improvements as
Mortgagee may reasonably request in connection with a Secondary Market
Transaction. Mortgagee shall have the right to provide to prospective
investors any information in its possession, including, without limitation,
financial statements relating to Mortgagor, the Mortgaged Property and any
tenant of the Improvements. Mortgagor acknowledges that certain information
regarding the Loan and the parties thereto and the Mortgaged Property may be
included in a private placement memorandum, prospectus or other disclosure
documents.

(b) In the event the Loan is included as an asset in a
Secondary Market Transaction by Mortgagee or any of its Affiliates, Mortgagor
shall, within ten (10) Business Days after Mortgagee's written request
therefor, at Mortgagor's sole cost and expense, deliver opinions in form and
substance and delivered by counsel reasonably acceptable to Mortgagee and the
Rating Agency, as may be reasonably required by Mortgagee and/or the Rating
Agency in connection with such Secondary Market Transaction including, but not
limited to, a reasoned opinion of counsel which concludes that: (i) a State or
federal court would recognize and give effect to the separate existence of the
Mortgagor and its principals and each general partner of the Mortgagor whether
it is a corporation, a partnership or in an individual, as the case may be, and
accordingly, in a bankruptcy case in which any of such parties is a debtor,
such court would not, under bankruptcy law principles or under the corporate
law doctrine of "piercing the corporation veil" or the "alter-ego rule," order
the substantive consolidation of the assets and liabilities of the Mortgagor
with those of any of its principals or any general partner of the Mortgagor,
and (ii) a bankruptcy trustee of the Mortgagor or of any of the general
partners of the Mortgagor, as debtor in possession, would not prevail in an
action to set aside the placing of the Mortgage on the Mortgaged Property as a
fraudulent conveyance.

4.34 Certain Matters Relating to Mortgaged Property Located in the
State of Illinois. With respect to the Mortgaged Property which is located in
the State of Illinois, notwithstanding anything contained herein to the
contrary:

(a) All advances, disbursements and expenditures
(collectively, "advances") made by Mortgagee before and during foreclosure,
prior to sale, and where applicable, after sale, for the following purposes,
including interest thereon at the Default Rate (as defined in the Note), are
hereinafter referred to as "Protective Advances" and shall constitute
additional indebtedness hereunder and shall be secured by the lien thereof:

(1) advances permitted to be made by Mortgagee
pursuant to the express provisions of this Mortgage;

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(2) any amount for restoration or rebuilding in
excess of the actual or estimated proceeds of insurance or
condemnation award for the purpose of such repair or replacement;

(3) advances in accordance with the terms of this
Mortgage to: (i) protect, preserve or restore the Mortgaged Property;
(ii) preserve the lien of this Mortgage or the priority thereof; or
(iii) enforce this Mortgage, as referred to in Subsection (b)(5) of
Section 15-1302 of the Illinois Mortgage Foreclosure Law 735 ILCS
5/15-1101 et seq., as amended from time to time ("the Act");

(4) payments of (i) when due installments of
principal, interest or other obligations in accordance with the terms
of any Prior Encumbrance (as hereinafter defined); (ii) when due
installments of real estate taxes and other Impositions; (iii) other
obligations authorized by this Mortgage; or (iv) with court approval
any other amounts in connection with other liens, encumbrances or
interests reasonably necessary to preserve the status of title, all as
referred to in Section 15-1505 of the Act;

(5) attorneys' fees and other costs incurred in
connection with the foreclosure of this Mortgage as referred to in
Section 1504(d)(2) and 15-1510 of the Act and in connection with any
other litigation or administrative proceeding to which the Mortgagee
may be or become or be threatened or contemplated to be a party,
including probate and bankruptcy proceedings, or in the preparation
for the commencement or defense of any such suit or proceeding;
including filing fees, appraisers' fees, outlays for documents and
expert evidence, witness fees, stenographer's charges, publication
costs, and costs (which may be estimated as to items to be expended
after entry or judgment) of procuring all such abstracts of title,
title charges and examinations, foreclosure minutes, title insurance
policies, Torrens certificates, appraisals, and similar data and
assurances with respect to title and value as Mortgagee may deem
reasonably necessary either to prosecute or defend such suit or, in
case of foreclosure, to evidence to bidders at any sale which may be
had pursuant to the foreclosure judgment the true condition of the
title to or the value of the Mortgaged Property;

(6) Mortgagee's fees and costs arising between the
entry of judgment of foreclosure and the confirmation hearing as
referred to in Subsection (b)(1) of Section 15-1508 of the Act;

(7) payment of Mortgagee of all general taxes,
special taxes, special assessments, water charges, sewer

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service charges and other charges against the Mortgaged Property
("Impositions") as required of Mortgagor by this Mortgage;

(8) Mortgagee's advances of any amount required to
make up a deficiency in deposits for installments of Impositions, as
may be required of Mortgagor under this Mortgage;

(9) expenses deductible from proceeds of sale
referred to in Subsections (a) and (b) of Sections 15-1512 of the Act;
and

(10) expenses incurred and expenditures made by
Mortgagee for any one or more of the following: (i) if the Mortgaged
Property or any portion thereof constitutes one or more units under a
condominium declaration, assessments imposed upon the owner thereof;
(ii) if any of the Mortgaged Property consists of an interest in a
leasehold estate under a lease or sublease, rentals or other payments
required to be made by the lessee under the terms of the lease or
sublease; (ii) premiums upon casualty and liability insurance made by
Mortgagee whether or not Mortgagee or a receiver is in possession, if
reasonably required, without regard to the limitation to maintaining
of insurance in effect at the time any receiver or mortgagee takes
possession of the Mortgaged Property imposed by Subsection (c)(1) or
Section 15-1704 of the Act; (iv) payments required or deemed by
Mortgagee to be for the benefit of the Mortgaged Property or required
to be made by the owner of the Mortgaged Property under any grant or
declaration or easement, easement agreement, reciprocal easement
agreement, agreement with any adjoining land owners or other
instruments creating covenants or restrictions for the benefit of or
allocating the Mortgaged Property; (v) shared or common expense
assessments payable to any association or corporation in which the
owner of the premises is a member in any way affecting the Mortgaged
Property; (vi) operating deficits incurred by Mortgagee in possession
or reimbursed by Mortgagee to any receiver; (vii) if the loan secured
hereby is a construction loan, costs incurred by Mortgagee for
completion of construction as may be authorized by the loan agreement;
(viii) fees and costs incurred to obtain an environmental assessment
report relating to the Mortgaged Property; and (ix) any monies
expended in excess of the face amount of the Note.

(b) This Mortgage shall be a lien for all Protective Advances
as to subsequent purchasers and judgment creditors from the time the Mortgage
is recorded, pursuant to Subsection (b)(5) of Section 15-1302 of the Act.

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The Protective Advances shall, except to the extent, if any, that any
of the same is clearly contrary to or inconsistent with the Provisions of the
Act, be included in:

(1) determination of the amount of indebtedness
secured by this Mortgage at any time;

(2) the indebtedness found due and owing to the
Mortgagee in the judgment of foreclosure and any subsequent amendment
of such judgment, supplemental judgments, orders, adjudications or
findings by the court of any additional indebtedness becoming due and
entry of such judgment, it being hereby agreed that in any foreclosure
judgment, the court may reserve jurisdiction for such purpose;

(3) determination of amounts deductible from sale
proceeds pursuant to Section 15-1512 of the Act;

(4) determination of the application of income in
the hands of any receiver or mortgagee in possession; and

(5) computation of any deficiency judgment pursuant
to Subsections (b)(2) and (e) of Section 15-1508 and Section 15-1511
of the Act.

All moneys paid for Protective Advances or any of the other purposes
herein authorized and all expenses paid or incurred in connection therewith,
including attorneys' fees, and any other moneys advanced by Mortgagee to
protect the Mortgaged Property and the lien hereof, shall be so much additional
indebtedness secured hereby, and shall become immediately due and payable
without notice and with interest thereon at the Default Rate. Inaction of
Mortgagee shall never be considered as a waiver of any right accruing to it on
account of any default on the part of Mortgagor.

(c) Should the proceeds of the Note or any part thereof, or
any amount paid out or advanced hereunder by Mortgagee, be used directly or
indirectly to pay off, discharge or satisfy, in whole or in part, any senior
mortgage (as described in Subsection (i) of Section 15-1505 of the Act) or any
other lien or encumbrance upon the Mortgaged Property or any part thereof on a
parity with or prior or superior lien hereof ("Prior Encumbrance"), then as
additional security hereunder, the Mortgagee shall be subrogated to any and all
rights, equal or superior titles, liens and equities, owned or claimed by any
owner or holder of said outstanding liens, charges and indebtedness, however
remote, regardless of whether said liens, charges and indebtedness are acquired
by assignment or have been released of record by the holder thereof upon
payment.

(d) If an Event of Default has occurred hereunder, or when
the indebtedness hereby accrued, or any part thereof, shall

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become due, whether by acceleration or otherwise, Mortgagee shall have the
right to foreclose the lien hereof for such indebtedness or par thereof and
pursue all remedies afforded to a mortgagee under and pursuant to the Act.

(e) The proceeds of any foreclosure sale of the Mortgaged
Property shall be distributed and applied in accordance with the provisions of
Subsection (c) of Section 15-1512 of the Act. The judgment of foreclosure or
order confirming the sale shall provide (after application pursuant to
Subsections (a) and (b) of said Section 15-1512) for application of sale
proceeds in the following order of priority: first, all items not covered by
the provisions of said Subsections (a) and (b), which under the terms hereof
constitute secured indebtedness additional to that evidenced by the Note, with
interest thereon as herein provided; and second, all principal and interest
remaining unpaid on the Note.

(f) Upon, or at any time after, the filing of a complaint to
foreclose this Mortgage, the court in which such complaint is filed shall
appoint a receiver of the Mortgaged Property whenever Mortgagee, when entitled
to possession, so requests pursuant to Section 15-1702(a) of the Act or when
such appointment is otherwise authorized by operation of law. Such receiver
shall have all powers and duties prescribed by Section 15-1704 of the Act,
including the power to make leases to be binding upon all parties, including
the Mortgagor after redemption, the purchaser at a sale pursuant to a judgment
of foreclosure and any person acquiring an interest in the Mortgaged Property
after entry of a judgment of foreclosure, all as provided in Subsection (g) of
Section 15-1701 of the Act. In addition, such receiver shall also have the
following powers: (a) to extend or modify any then existing leases, which
extensions and modifications may provide for terms to expire, or for options to
lessees to extend or renew terms to expire, beyond the maturity date of the
indebtedness hereunder and beyond the date of the issuance of a deed or deeds
to a purchaser or purchasers at a foreclosure sale, it being understood and
agreed that any such leases, and the options or other such provisions to be
contained therein, shall be binding upon Mortgagor and all persons whose
interests in the Mortgaged Property are subject to the lien hereof and upon the
purchaser or purchasers at any foreclosure sale, notwithstanding any
redemption, discharge of the mortgaged indebtedness, satisfaction of any
foreclosure judgment, or issuance of any certificate of sale or deed to any
purchaser; (b) all powers granted to a receiver pursuant to the other
provisions of this Mortgage; and (c) all other powers which may be necessary or
are usual in such cases for the protection, possession, control, management and
operation of the Mortgaged Property during the whole of the period of
receivership. The court from time to time, either before or after entry of
judgment of foreclosure, may authorize the receiver to

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apply the net income in his hands in payment in whole or in part of: (a) the
indebtedness secured hereby, or by or included in any judgment of foreclosure
or supplemental judgment or other item for which Mortgagee is authorized to
make a Protective Advance; and (b) the deficiency in case of a sale and
deficiency.

(g) In any case in which under the provisions of this
Mortgage Mortgagee has a right to institute foreclosure proceedings, whether
before or after the whole principal sum secured hereby is declared to be
immediately due as aforesaid, or whether before or after the institute of legal
proceedings to foreclose the lien hereof or before or after judgment
thereunder, and at all times until confirmation of sale, Mortgagor shall
forthwith, upon demand of Mortgagee, surrender to Mortgagee and Mortgagee shall
be entitled to take and upon Mortgagee's request to the court to be placed in
actual possession of, Mortgagee shall be placed in possession of the Mortgaged
Property or any part thereof, personally, or by its agent or attorneys as
provided in Subsection (b)(2) and (c) of Section 1701 of the Act. In such
event, Mortgagee in its discretion may, with or without force and with or
without process of law, enter upon and take and maintain or may apply to the
court in which a foreclosure is pending to be placed in possession of all or
any part of said Mortgaged Property, together with all documents, books,
records, papers and accounts of Mortgagor or then owner of the Mortgaged
Property relating thereto, and may exclude Mortgagor, its agents or servants,
wholly therefrom and may, as attorney in fact or agent of Mortgagor, or in its
own name as Mortgagee and under the powers herein granted, hold, operate,
manage and control the Mortgaged Property and conduct the business, if any,
thereof, either personally or by its agents, and with full power to use such
measures, legal or equitable, as in its discretion or in the discretion of its
successors or assigns may be deemed proper or necessary to enforce the payment
or security of the avails, rent, actions in forcible detainer and actions in
distress for rent, and with full power: (a) to cancel or terminate any lease or
sublease for any cause or on any ground which would entitle Mortgagor to cancel
the same; (b) to elect to disaffirm any lease or sublease which is then
subordinate to the lien hereof; (c) to extend or modify any then existing
leases and to make new leases, which extensions, modifications and new leases
may provide for terms to expire, or for options to lessees to extend or renew
terms to expire, beyond the maturity date of the indebtedness hereunder and
beyond the date of the issuance of a deed or deeds to a purchaser or purchasers
at a foreclosure sale, it being understood and agreed that any such leases, and
the options or other such provision to be contained therein, shall be binding
upon Mortgagor and all persons whose interests in the Mortgaged Property are
subject to the lien hereof and upon the discharge of the Mortgage indebtedness,
satisfaction of any foreclosure decree, or issuance of any certificate of sale
or deed to any purchaser; (d) to enter into any management, leasing or
brokerage agreements

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covering the Mortgaged Property; (e) to make all necessary or proper, repairs,
decorating, renewals, replacements, alterations, additions, betterments and
improvements to the Mortgaged Property as to it may seem judicious; (f) to
insure and reinsure the same and all risks incidental to Mortgagee's
possession, operation and management thereof; and (g) to receive all of such
avails, rents, issues and profits; hereby granting full power and authority to
exercise each and every of the rights, privileges and powers herein granted at
any and all times hereafter, without notice to Mortgagor. Without limiting the
generality of the foregoing provisions of this Section, Mortgagee shall also
have all power, authority and duties as provided in Section 15-1703 of the Act.

(h) Mortgagor acknowledges that the Mortgaged Property does
not constitute agricultural real estate, as said term is defined in Section
15-1201 of the Act or residential real estate as defined in Section 15-1219 of
the Act. Mortgagor hereby waives any and all rights of redemption from sale
under any judgment of foreclosure of this Mortgage on behalf of Mortgagor and
on behalf of each and every person acquiring any interest in or title to the
Mortgaged Property of any nature whatsoever, subsequent to the date of this
Mortgage. The foregoing waiver of right of redemption is made pursuant to the
provisions of Section 15-1601(b) of the Act.

(i) At all times, regardless of whether any Debt proceeds
have been disbursed, this Mortgage secures (in addition to the amounts secured
hereby) the payment of any and all Loan commissions, service charges,
liquidated damages, expenses and advances due to or incurred by Mortgagee in
connection with the Loan; provided, however, that in no event shall the total
amount secured hereby exceed two hundred percent (200%) of the face amount of
the Note.

(j) At the option of Mortgagee, this Mortgage shall become
subject and subordinate, in whole or in part (but not with respect to priority
of entitlement to insurance proceeds of any Condemnation Proceeds), to any and
all leases of all or any part of the Mortgaged Property upon the execution by
Mortgagee and recording thereof, at any time hereafter in the appropriate
official records of the County wherein the Mortgaged Property are situated, or
a unilateral declaration to that effect.

(k) Mortgagor hereby represents to Mortgagee that either (a)
the Mortgaged Property does not contain one or more facilities which are
subject to reporting under Section 312 of the Federal Emergency Planning and
Community Right-To-Know Act of 1986, 42 U.S.C. Section 11022, and the federal
regulations promulgated thereunder, and it has no underground storage tanks
which require notification under Section 9002 of the Solid Waste Disposal Act,
42 U.S.C. Section 6991, or (b) Mortgagor has delivered to Mortgagee a true,
correct and complete disclosure document pursuant to the Illinois

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Responsible Property Transfer Act (765 ILCS 90/1 et seq.), as amended from time
to time.

4.35 Certain Matters Relating to Mortgaged Property Located in the
State of Florida. With respect to the Mortgaged Property which is located in
the State of Florida, notwithstanding anything contained herein to the
contrary:

(a) It is agreed that any additional sum or sums advanced by
the then holder of the Note secured hereby to or for the benefit of Mortgagor,
whether such advances are obligatory or are made at the option of Mortgagee, or
otherwise, at any time within twenty (20) years from the date of this Mortgage,
with interest thereon at the rate agreed upon at the time of each additional
loan or advance shall be equally secured with and have the same priority as the
original indebtedness and be subject to all of the terms and provisions of this
Mortgage, provided that such additional loan or advance is evidenced by a
promissory note or other written evidence of the indebtedness of the borrower
and states that it is secured by this Mortgage; provided that the aggregate
amount of principal indebtedness outstanding and so secured at any time shall
not exceed the sum equal to three (2) times the principal sum of the Note, plus
interest and disbursements made for the payment of taxes, levies or insurance
on the Mortgaged Property with interest on such disbursements, and provided
further that it is understood and agreed that this future advance provision
shall not be construed to obligate the Mortgagee to make any such additional
loans or advances. Any reference hereafter to Note shall include any
promissory note or other instrument evidencing such future advance.

It is the intent hereof to secure payment of the aforesaid Note and
obligations whether the entire amount shall have been advanced to the Mortgagor
at the date hereof, or at a later date, and to secure any other amount or
amounts that may be added to the indebtedness secured hereby all of which are
collectively referred to herein as the indebtedness secured hereby, being
equally secured with and having the same priority as any amounts advanced at
the date hereof.

(b) THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL
PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1,740,000.00, TOGETHER
WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER
THE TERMS OF THIS MORTGAGE.

76
<PAGE> 81
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage on the day
and year first written above.

MORTGAGOR:

CROSSHOST, INC.,
a Delaware corporation
Signed and delivered in the *
presence of: By:/s/ MICHAEL S. MCNULTY
-------------------------------
/s/ REBECCA WOODS Name: Michael S. McNulty
- ---------------------------- Title: President
Name: Rebecca Woods
-----------------------

/s/ LINDA NORWOOD
- ----------------------------
Name: Linda Norwood
-----------------------

STATE OF Texas )
------------------ )
COUNTY OF Dallas )
------------------

I, BETTY ETTER, a Notary Public in and for the County, in the State
aforesaid, DO HEREBY CERTIFY that Michael S. McNulty, President of CrossHost,
Inc., a Maryland corporation, personally known to me to be the same person
whose name is subscribed to the foregoing instrument as such President,
appeared before me this day in person and acknowledged that he signed and
delivered said instrument as such officer of said corporation, as his own free
and voluntary act and as the free and voluntary act of the corporation, for the
uses and purposes therein set forth.

GIVEN under my hand and Notarial Seal this 11th day of September,
1996.

/s/ BECKY ETTER
-------------------------------
Notary Public

My Commission Expires:

September 29, 1999
- --------------------------

*
Substantially similar agreements executed for each of the Acquired Properties
and the Transferred Properties located in the States of Florida, Kentucky, and
Illinois.

<PAGE> 82
EXHIBIT A

Legal Description

PARCEL I: (Fee Simple Parcel)

Commence at a concrete monument marking the Southeast corner of Lot 16 of the
Third Division of the Plantation of the Florida Pecan Endowment Company, as per
supplementary map recorded in Plat Book 1, Page 4, of the Public Records of
Leon County, Florida; and run thence North 01 degrees 08'34" West, 336.07 feet;
thence South 89 degrees 54'07" West, 192.39 feet to a point on a cul-de-sac,
said point being on a curve concave Northwesterly; thence run Southwesterly and
Northwesterly along said curve with a radius of 30.0 feet, through a central
angle of 138 degrees 11'23" for an arc length of 72.36 feet; thence run South
89 degrees 54'07" West along the Southerly boundary of a 40-foot roadway, a
distance of 7.49 feet; thence leaving said Southerly boundary, run South 00
degrees 01'38" East, 315.75 feet; thence North 89 degrees 57'36" East, 258.56
feet to the Point of Beginning, lying and being situate in Section 19, Township
1 North, Range 1 West, Leon County, Florida.

PARCEL II: (Easement)

<PAGE> 83
Non-exclusive easements for ingress, egress, utility, drainage and landscape
purposes as disclosed by the Declaration of Covenants, Conditions and
Restrictions for Environs, by C.W. Harbin, Jr., and Tommy M. Faircloth, dated
December 4, 1990, recorded December 14, 1990 in O.R. Book 1469, Page 2075, Leon
County Records, over the following described lands:

(A) ROADWAY, DRAINAGE AND UTILITY EASEMENT:

Commence at a concrete monument marking the Southeast corner of Lot 16 of the
Third Division of the Florida Pecan Endowment Company as per supplementary map
recorded in Plat Book 1, Page 4, Public Records of Leon County, Florida, and
run thence North 01 degrees 08'34" West, 677.07 feet to the South boundary of
Lot 8 as established by Final Judgment recorded in O.R. Book 1374, Page 2324 of
the said Public Records; thence run South 89 degrees 40'47" West along the said
South boundary, a distance of 500.68 feet to the Easterly right of way of
Capital Circle (State Road No. 263); thence run South 00 degrees 00'47" East
along the said Easterly right of way 319.00 feet to the intersection of the
Easterly right of way with Northerly right of way of a 40 foot roadway,
drainage and utility easement for the Point of Beginning; from said Point of
Beginning leaving said Easterly right of way, run North 89 degrees 54'07" East
along the Northerly right of way 262.61 feet to a point of curve on a
cul-de-sac; thence run Northeasterly, Southeasterly, Southwesterly and
Northwesterly along said cul- de-sac having a radius of 30 feet through a
central angle of 276 degrees 2'46" for an arc length of 144.21 feet to a point
on the Southerly right of way of said 40 foot roadway easement; thence run
South 89 degrees 54'07" West along said right of way 262.67 feet to the
intersection of the said Southerly right of way with the said Easterly right of
way of Capital Circle; thence leaving said Southerly right of way, run North 00
degrees 00'47" West, along said Easterly right of way 40.00 feet to the Point
of Beginning.

AND:

(B) DRAINAGE EASEMENT:

Commence at a concrete monument marking the Southeast corner of Lot 16 of the
Third Division of the Plantation of the Florida Pecan Endowment Company as per
supplementary map recorded in Plat Book 1, Page 4, Public Records of Leon
County, Florida; and run thence North 01 degrees 08'34" West, 677.07 feet to
the South boundary of Lot 8 as established by Final Judgment recorded in O.R.
Book 1374, Page 2324 of said Public Records; thence run South 89 degrees 40'47"
West, along the said South boundary a distance of 500.68 feet to the Easterly
right of way of Capital Circle (State Road No. 263); thence run South 00
degrees 00'47" East along the said Easterly boundary 199.0 feet to the Point of
Beginning; from said Point of Beginning, run thence North 89 degrees 58'46"
East 15.0 feet; thence South 00 degrees 03'52" West, 92.01 feet;

<PAGE> 84

thence South 88 degrees 24'33" East 108.03 feet; thence North 76 degrees 36'09"
East, 52.83 feet; thence South 68 degrees 40'17" East, 85.88 feet; thence North
65 degrees 27'47" East, 16.40 feet; thence North 21 degrees 05'01" East, 22.24
feet; thence North 01 degrees 03'39" East 30.61 feet; thence North 06 degrees
57'10" West 46.82 feet; thence North 28 degrees 55'16" West, 32.82 feet; thence
North 00 degrees 03'01" East, 62.20 feet; thence South 73 degrees 17'55" East,
64.80 feet; thence South 16 degrees 07'16" East, 70.43 feet; thence South 02
degrees 16'33" West, 60.73 feet; thence South 44 degrees 59'40" West, 63.39
feet to a point on the right of way of a 40 foot roadway and utility easement,
said point being on a curve; thence Southeasterly, Southerly and Southwesterly
along said curve with a radius of 30.0 feet, through a central angle of 176
degrees 32'35" for an arc length of 92.44 feet (chord bears South 07 degrees
24'06" West, 59.97 feet); thence leaving said right of way, run South 05
degrees 40'23" West, 16.66 feet; thence South 00 degrees 01'38" East, 81.53
feet; thence North 90 degrees 00'00" East, 15.0 feet; thence South 00 degrees
01'38" East, 192.42 feet; thence South 90 degrees 00'00" West, 25.0 feet;
thence South 00 degrees 01'38" East, 15.39 feet; thence North 89 degrees 57'36"
West, 15.64 feet; thence North 00 degrees 01'38" West, 269.71 feet; thence
South 30 degrees 11'00" West, 127.36 feet; thence South 89 degrees 58'46" West,
89.92 feet; thence North 25 degrees 37'32" East, 32.73 feet; thence North 54
degrees 37'10" East, 53.07 feet; thence North 44 degrees 12'01" East, 48.90
feet; thence North 31 degrees 01'19" East, 9.18 feet; thence North 42 degrees
39'11" East, 53.12 feet; thence North 73 degrees 34'40" West, 28.59 feet;
thence South 82 degrees 55'46" West, 31.65 feet; thence South 78 degrees 17'40"
West, 56.18 feet; thence South 89 degrees 33'51" West, 69.38 feet; thence North
78 degrees 29'08" West, 39.72 feet; thence South 06 degrees 48'43" East, 75.05
feet; thence North 88 degrees 36'13" West, 19.96 feet to the Easterly right of
way of Capital Circle (State Road No. 263) said point being on a curve concave
Easterly; thence Northeasterly along said curve with a radius of 829.55 feet
through a central angle of 01 degrees 41'05" for an arc length of 24.39 feet
(chord of 24.39 bears North 00 degrees 46'11" West); thence North 00 degrees
00'47" West, 223.30 feet to the Point of Beginning.

PARCEL III: (Easement)

Non-Exclusive easement for signage purposes as disclosed by the Easement
between Tommy M. Faircloth, Charles W. Harbin, Jr. and Capital Circle Hotel
Company, a Florida corporation, dated July 11, 1991, recorded August 8, 1991 in
O.R. Book 1509, Page 220, Leon County Records, over the following described
land:

Commence at a concrete monument marking the Southeast corner of Lot 16 of the
Third Division of the Florida Pecan Endowment Company, as per supplementary map
recorded in Plat Book 1, Page 4, Public Records of Leon County, Florida; and
run thence North 01 degrees 08'34" West, 677.07 feet to the South boundary of
Lot 8 as established by Final Judgment recorded in O.R. Book 1374, Page 2324 of
the said Public Records; thence run South 89 degrees 40'47" West along the said
South boundary, a distance of 500.68 feet to the Easterly right of

<PAGE> 85
way of Capital Circle (State Road No. 263); thence run South 00 degrees 00'47"
East along the said Easterly right of way 319.0 feet to the intersection of the
Easterly right of way with the Northerly right of way of a 40 foot roadway,
drainage and utility easement; thence leaving said Easterly right of way, run
North 89 degrees 54'07" East along the Northerly right of way 15.0 feet to the
Point of Beginning; from said Point of Beginning leaving said 40 foot right of
way, run North 00 degrees 05'53" West, 15.0 feet; thence North 89 degrees
54'07" East, 10.0 feet; thence South 00 degrees 05'53" East, 15.0 feet to the
Northerly right of way of said 40 foot easement; thence South 89 degrees 54'07"
West, 10.0 feet to the Point of Beginning.

<PAGE> 86
EXHIBIT B

Cross-collateralized Property

Those certain Mortgage and Security Agreements (each, "Mortgage")
between CrossHost, Inc. ("Mortgagor") and CS First Boston Mortgage Capital
Corporation ("Mortgagee") dated as of the date hereof which are secured by
properties located in Somerset, KY, Rock Falls, IL, Tallahassee, FL, Sarasota,
FL and Destin, FL.

Those certain Deeds of Trust and Security Agreements (each, "Deed of
Trust") between CrossHost, Inc. ("Grantor") and CS First Boston Mortgage
Capital Corporation ("Beneficiary") dated as of the date hereof which are
secured by properties located in Poplar Bluff, MO, Minor, MO, San Diego, CA and
Ocean Springs, MISS.

<PAGE> 87
EXHIBIT C

Allocated Loan Amount

The Sleep Inn, Tallahassee, Florida Allocated Loan Amount is One
Million Seven Hundred Forty Thousand and No/100 Dollars ($1,740,000.00).

<PAGE> 88
EXHIBIT D

Franchise Agreement

That certain Franchise Agreement between Quality Inns International,
Inc. and Capital Circle Hotel Company dated May 20, 1991 for property located
in Tallahassee, Florida.

<PAGE> 89
EXHIBIT E

FF&E Reserve Deposit

The Sleep Inn, Tallahassee, Florida, monthly FF&E Reserve Deposit is
Three Thousand Six Hundred Sixty and NO/100 Dollars ($3,660.00).

<PAGE> 90
EXHIBIT F

Required Improvements

NONE

<PAGE> 1
EXHIBIT 10.13

Recording Requested by:

Michael J. McElhaney, Jr.

When Recorded, Return to:

Brown & Wood LLP
One World Trade Center
57th Floor
New York, New York 10048

Attention: David J. Weinberger, Esq.
Telephone Number: (212) 839-5521

================================================================================

CROSSHOST, INC.

as Grantor

,
-------------------------------------------

as Trustee
for the benefit of

CS FIRST BOSTON MORTGAGE CAPITAL CORP.,

as Beneficiary

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

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING

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

Date: as of September 13, 1996

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
COVENANTS OF GRANTOR . . . . . . . . . . . 6
--------------------
1.1 Warranties of Grantor . . . . . . . . . . . . . . . . . 6
---------------------
1.2 Defense of Title . . . . . . . . . . . . . . . . . . . . 9
----------------
1.3 Performance of Obligations . . . . . . . . . . . . . . . 10
--------------------------
1.4 Insurance . . . . . . . . . . . . . . . . . . . . . . . 10
---------
1.5 Payment of Taxes . . . . . . . . . . . . . . . . . . . . 13
----------------
1.6 Tax and Insurance Impound Account . . . . . . . . . . . 14
---------------------------------
1.7 Furniture, Fixtures and Equipment Reserve . . . . . . . 16
-----------------------------------------
1.8 Required Debt Service Coverage . . . . . . . . . . . . . 19
------------------------------
1.9 Casualty and Condemnation . . . . . . . . . . . . . . . 19
-------------------------
1.10 Construction Liens . . . . . . . . . . . . . . . . . . . 22
------------------
1.11 Rents . . . . . . . . . . . . . . . . . . . . . . . . . 22
-----
1.12 Leases and Licenses . . . . . . . . . . . . . . . . . . 24
-------------------
1.13 Alienation and Further Encumbrances . . . . . . . . . . 27
-----------------------------------
1.14 Payment of Utilities, Assessments, Charges, Etc. . . . . 31
------------------------------------------------
1.15 Access Privileges and Inspections . . . . . . . . . . . 31
---------------------------------
1.16 Waste; Alteration of Improvements . . . . . . . . . . . 31
---------------------------------
1.17 Zoning . . . . . . . . . . . . . . . . . . . . . . . . . 31
------
1.18 Financial Statements and Books and Records . . . . . . . 32
------------------------------------------
1.19 Further Documentation . . . . . . . . . . . . . . . . . 33
---------------------
1.20 Payment of Costs; Reimbursement to Beneficiary . . . . . 34
----------------------------------------------
1.21 Security Interest . . . . . . . . . . . . . . . . . . . 35
-----------------
1.22 Security Agreement . . . . . . . . . . . . . . . . . . . 36
------------------
1.23 Easements and Rights-of-Way . . . . . . . . . . . . . . 38
---------------------------
1.24 Compliance with Laws . . . . . . . . . . . . . . . . . . 38
--------------------
1.25 Additional Taxes . . . . . . . . . . . . . . . . . . . . 39
----------------
1.26 Secured Indebtedness . . . . . . . . . . . . . . . . . . 39
--------------------
1.27 Grantor's Waivers . . . . . . . . . . . . . . . . . . . 40
-----------------
1.28 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL . . . . 41
------------------------------------------------
1.29 Contractual Statute of Limitations . . . . . . . . . . . 42
----------------------------------
1.30 Management . . . . . . . . . . . . . . . . . . . . . . . 42
----------
1.31 Hazardous Waste and Other Substances . . . . . . . . . . 43
------------------------------------
1.32 Indemnification; Subrogation . . . . . . . . . . . . . . 46
----------------------------
1.33 Covenants with Respect to Indebtedness, Operations,
---------------------------------------------------
Fundamental Changes of Grantor . . . . . . . . . . . . . 47
------------------------------
1.34 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . 49
---------------------
1.35 Repayment Fee . . . . . . . . . . . . . . . . . . . . . 49
-------------
1.36 Release of Trust Property . . . . . . . . . . . . . . . 49
-------------------------
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE II
EVENTS OF DEFAULT . . . . . . . . . . . . 52
-----------------
2.1 Events of Default . . . . . . . . . . . . . . . . . . . 52
-----------------

ARTICLE III
REMEDIES . . . . . . . . . . . . . . 55
--------
3.1 Remedies Available . . . . . . . . . . . . . . . . . . . 55
------------------
3.2 Application of Proceeds . . . . . . . . . . . . . . . . 59
-----------------------
3.3 Right and Authority of Receiver or Beneficiary in
-------------------------------------------------
the Event of Default; Power of Attorney . . . . . . . . 59
---------------------------------------
3.4 Occupancy After Foreclosure . . . . . . . . . . . . . . 61
---------------------------
3.5 Notice to Account Debtors . . . . . . . . . . . . . . . 61
-------------------------
3.6 Cumulative Remedies . . . . . . . . . . . . . . . . . . 62
-------------------
3.7 Payment of Expenses . . . . . . . . . . . . . . . . . . 62
-------------------

ARTICLE IV
MISCELLANEOUS TERMS AND CONDITIONS . . . . . . . . 62
----------------------------------
4.1 Time of Essence . . . . . . . . . . . . . . . . . . . . 62
---------------
4.2 Release of Deed of Trust . . . . . . . . . . . . . . . . 62
------------------------
4.3 Certain Rights of Beneficiary . . . . . . . . . . . . . 62
-----------------------------
4.4 Waiver of Certain Defenses . . . . . . . . . . . . . . . 63
--------------------------
4.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . 63
-------
4.6 Successors and Assigns . . . . . . . . . . . . . . . . . 63
----------------------
4.7 Severability . . . . . . . . . . . . . . . . . . . . . . 64
------------
4.8 Gender . . . . . . . . . . . . . . . . . . . . . . . . . 64
------
4.9 Waiver; Discontinuance of Proceedings . . . . . . . . . 64
-------------------------------------
4.10 Section Headings . . . . . . . . . . . . . . . . . . . . 65
----------------
4.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 65
-------------
4.12 Counting of Days . . . . . . . . . . . . . . . . . . . . 65
----------------
4.13 Relationship of the Parties . . . . . . . . . . . . . . 65
---------------------------
4.14 Application of the Proceeds of the Note . . . . . . . . 65
---------------------------------------
4.15 Unsecured Portion of Indebtedness . . . . . . . . . . . 65
---------------------------------
4.16 Cross Default . . . . . . . . . . . . . . . . . . . . . 65
-------------
4.17 Interest After Sale . . . . . . . . . . . . . . . . . . 66
-------------------
4.18 Inconsistency with Other Loan Documents . . . . . . . . 66
---------------------------------------
4.19 Construction of this Document . . . . . . . . . . . . . 66
-----------------------------
4.20 No Merger . . . . . . . . . . . . . . . . . . . . . . . 66
---------
4.21 Rights With Respect to Junior Encumbrances . . . . . . . 66
------------------------------------------
4.22 Beneficiary May File Proofs of Claim . . . . . . . . . . 66
------------------------------------
4.23 Fixture Filing . . . . . . . . . . . . . . . . . . . . . 67
--------------
4.24 After-Acquired Trust Property . . . . . . . . . . . . . 67
-----------------------------
4.25 No Representation . . . . . . . . . . . . . . . . . . . 67
-----------------
4.26 Counterparts . . . . . . . . . . . . . . . . . . . . . . 67
------------
4.27 Personal Liability . . . . . . . . . . . . . . . . . . . 68
------------------
4.28 Recording and Filing . . . . . . . . . . . . . . . . . . 68
--------------------
4.29 Entire Agreement and Modifications . . . . . . . . . . . 68
----------------------------------
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C>
4.30 Maximum Interest . . . . . . . . . . . . . . . . . . . . 68
----------------
4.31 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . 69
---------------------
4.32 Franchise Agreements. . . . . . . . . . . . . . . . . . 69
--------------------
4.33 Cooperation . . . . . . . . . . . . . . . . . . . . . . 70
-----------
4.34 Certain Matters Relating to Trust Property Located
--------------------------------------------------
in the State of California . . . . . . . . . . . . . . . 71
--------------------------
4.35 Certain Matters Relating to Trust Property Located
--------------------------------------------------
in the State of Missouri . . . . . . . . . . . . . . . . 76
------------------------
</TABLE>

iii
<PAGE> 5
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed
of Trust") is made as of September __, 1996 by CROSSHOST, INC., as Grantor
("Grantor"), whose address is 14800 Quorum Drive, Suite 510, Dallas, Texas
75240, to Michael J. McElhaney, Jr., whose address is 711 Delmas Avenue,
Pascagoula, Mississippi 39568, as Trustee ("Trustee") for the benefit of CS
FIRST BOSTON MORTGAGE CAPITAL CORP., as Beneficiary ("Beneficiary"), whose
address is 55 East 52nd Street, New York, New York 10055-0186.

G R A N T I N G C L A U S E S:

For an in consideration of the premises and for the purposes herein
described, Grantor hereby irrevocably grants, bargains, sells, conveys,
transfers and assigns to Trustee, its successors and assigns, in trust, upon
the statutory condition with mortgage covenants and the statutory power of sale
and right of entry and possession, all of the estate, right, title and interest
of Grantor in the following described property of Grantor, whether now owned or
hereafter acquired (collectively, the "Trust Property"), and Grantor hereby
grants to Beneficiary a security interest in all of Grantor's right, title and
interest in and to that portion of the Trust Property which is personal
property or otherwise is covered by the Mississippi Commercial Code (the
"UCC"), and Grantor hereby presently and absolutely assigns to Beneficiary all
of Grantor's right, title and interest in and to that portion of the Trust
Property which is Rents (as hereinafter defined).

(A) All that certain real property situated in the County of
Jackson, State of Mississippi, more particularly described on Exhibit A
attached hereto and incorporated herein by this reference (the "Premises"),
together with all of the easements, rights, privileges, franchises, tenements,
hereditaments and appurtenances now or hereafter thereunto belonging or in any
way appertaining thereto, and all of the estate, right, title, interest, claim
and demand whatsoever of Grantor therein or thereto, either at law or in
equity, in possession or in expectancy, now or hereafter acquired;

(B) All structures, buildings and improvements of every kind and
description now or at any time hereafter located or placed on the Premises (the
"Improvements");

<PAGE> 6
hereafter located on, attached to or used in and about the Improvements,
including, but not limited to, all heating, air conditioning, plumbing,
lighting, communications and elevator fixtures, inventory and articles of
personal property and accessions thereof and renewals, replacements thereof and
substitutions therefor (including, but not limited to, beds, bureaus,
chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs,
carpeting, drapes, draperies, curtains, shades, venetian blinds, screens,
paintings, hangings, pictures, divans, couches, luggage carts, luggage racks,
stools, sofas, chinaware, linens, pillows, blankets, glassware, foodcarts,
cookware, dry cleaning facilities, dining room wagons, keys or other entry
systems, bars, bar fixtures, liquor and other drink dispensers, icemakers,
radios, television sets, intercom and paging equipment, electric and electronic
equipment, dictating equipment, private telephone systems, medical equipment,
potted plants, heating, lighting and plumbing fixtures, fire prevention and
extinguishing apparatus, cooling and air-conditioning systems, elevators,
escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry
machines, tools, machinery, engines, dynamos, motors, boilers, incinerators,
switchboards, conduits, compressors, vacuum cleaning systems, floor brackets,
electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers,
shelving, spotlighting equipment, dishwashers, garbage disposals, washers and
dryers, other customary hotel equipment and other tangible property of every
kind and nature whatsoever and all fixtures and appurtenances thereto, and such
other goods and chattels and personal property owned by Grantor as are now or
hereafter used or furnished in operating the Improvements, or the activities
conducted therein, and all building materials and equipment hereafter situated
on or about the Premises or Improvements, (hereinafter collectively called the
"Equipment"), and the right, title and interest of Grantor in and to any of the
Equipment which may be subject to any security agreements (as defined in the
Uniform Commercial Code), superior in lien to the lien of this Deed of Trust,
and all warranties and guaranties relating thereto, and all additions thereto
and substitutions and replacements therefor (exclusive of any of the foregoing
owned or leased by tenants of space in the Improvements);

(D) All easements, rights-of-way, strips and gores of land,
vaults, streets, ways, alleys, passages, sewer rights, and other emblements now
or hereafter located on the Premises or under or above the same or any part or
parcel thereof, and all estates, rights, titles, interests, tenements,
hereditaments and appurtenances, reversions and remainders whatsoever, in any
way belonging, relating or appertaining to the Trust Property or any part
thereof, or which hereafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired by Grantor;

2
<PAGE> 7
(E) All water, ditches, wells, reservoirs and drains and all
water, ditch, well, reservoir and drainage rights which are appurtenant to,
located on, under or above or used in connection with the Premises or the
Improvements, or any part thereof, whether now existing or hereafter created or
acquired;

(F) All minerals, crops, timber, trees, shrubs, flowers and
landscaping features now or hereafter located on, under or above the Premises;

(G) All cash funds, deposit accounts and other rights and evidence
of rights to cash, now or hereafter created or held by Beneficiary pursuant to
this Deed of Trust or any other of the Loan Documents (as hereinafter defined),
including, without limitation, all funds now or hereafter on deposit in the
Impound Account and the FF&E Reserve (each as hereinafter defined);

(I) All contracts and agreements now or hereafter entered into
covering any part of the Premises or the Improvements including, without
limitation, that certain lease (the "Crossroads Lease") of the Trust Property
between Mortgagor and Crossroads Hospitality Tenant Company, L.L.C. dated
September 6, 1996, (collectively, the "Leases") and all revenue, income and
other benefits thereof, including, without limitation, management agreements,
service contracts, maintenance contracts, equipment leases, personal property
leases and any contracts or documents relating to construction on any part of
the Premises or the Improvements (including plans, drawings, surveys, tests,
reports, bonds and governmental approvals) or to the management or operation of
any part of the Premises or the Improvements;

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<PAGE> 8
(J) All present and future monetary deposits given to any public
or private utility with respect to utility services furnished to any part of
the Premises or the Improvements;

(K) All present and future funds, accounts, instruments, accounts
receivable, documents, causes of action, claims, general intangibles
(including, without limitation, trademarks, trade names, service marks and
symbols now or hereafter used in connection with any part of the Premises or
the Improvements, all names by which the Premises or the Improvements may be
operated or known, all rights to carry on business under such names, and all
rights, interest and privileges which Grantor has or may have as developer or
declarant under any covenants, restrictions or declarations now or hereafter
relating to the Premises or the Improvements) and all notes or chattel paper
now or hereafter arising from or by virtue of any transactions related to the
Premises or the Improvements (collectively, the "General Intangibles");

(N) All right, title and interest of Grantor in any insurance
policies or binders now or hereafter relating to the Trust Property, including
any unearned premiums thereon;

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<PAGE> 9
FOR THE PURPOSE OF SECURING:

(1) The debt evidenced by that certain Promissory Note (such
Promissory Note, together with any and all renewals, modifications,
consolidations and extensions thereof, is hereinafter referred to as the
"Note") of even date with this Deed of Trust, made by Grantor payable to the
order of Beneficiary in the principal face amount of FIFTEEN MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($15,000,000.00), together with interest as
therein provided, with a maturity date of October 1, 1997;

(2) The full and prompt payment and performance of all of the
provisions, agreements, covenants and obligations herein contained and
contained in any other agreements, documents or instruments now or hereafter
evidencing, securing or otherwise relating to the Debt (as hereinafter defined)
(the Note, this Deed of Trust, and such other agreements, documents and
instruments, together with any and all renewals, amendments, extensions and
modifications thereof, are hereinafter collectively referred to as the "Loan
Documents") and the payment of all other sums therein covenanted to be paid;

(3) Any and all additional advances made by Beneficiary to protect
or preserve the Trust Property or the lien or security interest created hereby
on the Trust Property, or for taxes, assessments or insurance premiums as
hereinafter provided or for performance of any of Grantor's obligations
hereunder or under the other Loan Documents or for any other purpose provided
herein or in the other Loan Documents (whether or not the original Grantor
remains the owner of the Trust Property at the time of such advances); and

(4) Any and all other indebtedness now owing or which may
hereafter be owing by Grantor to Beneficiary, however and whenever incurred or
evidenced, whether express or implied, direct or indirect, absolute or
contingent, or due or to become due, and all renewals, modifications,
consolidations, replacements and extensions thereof, it being contemplated by
Grantor and Beneficiary that Grantor may hereafter become so indebted to
Beneficiary.

(All of the sums referred to in Paragraphs (1) through (4) above are herein
referred to as the "Debt".

TO HAVE AND TO HOLD the Trust Property unto Trustee, its successors
and assigns forever, and Grantor does hereby bind itself, its successors and
assigns, to WARRANT AND FOREVER DEFEND the title to the Trust Property, subject
to the Permitted Encumbrances (as hereinafter defined), to Beneficiary against
every person whomsoever lawfully claiming or to claim the same or any part
thereof;

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<PAGE> 10
PROVIDED, HOWEVER, that if the principal and interest and all other
sums due or to become due under the Note, including, without limitation, any
prepayment fees required pursuant to the terms of the Note, shall have been
paid at the time and in the manner stipulated therein and the Debt shall have
been paid and all other covenants contained in the Loan Documents shall have
been performed, then, in such case, the liens, security interests, estates and
rights granted by this Deed of Trust shall be satisfied and the estate, right,
title and interest of Beneficiary in the Trust Property shall cease, and upon
payment to Beneficiary of all costs and expenses incurred for the preparation
of the release hereinafter referenced and all recording costs if allowed by
law, Beneficiary shall promptly satisfy and release this Deed of Trust of
record and the lien hereof by proper instrument.

ARTICLE I
COVENANTS OF GRANTOR

For the purpose of further securing the Debt and for the protection of
the security of this Deed of Trust, for so long as the Debt or any part thereof
remains unpaid, Grantor covenants and agrees as follows:

1.1 Warranties of Grantor. Grantor, for itself and its successors
and assigns, does hereby represent, warrant and covenant to and with
Beneficiary, its successors and assigns, that:

(a) Grantor has good, marketable and indefeasible fee
simple title to the Trust Property, subject only to those matters expressly set
forth as exceptions to or subordinate matters in the title insurance policy
insuring the lien of this Deed of Trust (such items being the "Permitted
Encumbrances"), and has full power and lawful authority to grant, bargain,
sell, convey, assign, transfer, encumber and mortgage its interest in the Trust
Property in the manner and form hereby done or intended. Grantor will preserve
its interest in and title to the Trust Property and will forever warrant and
defend the same to Beneficiary against any and all claims whatsoever and will
forever warrant and defend the validity and priority of the lien and security
interest created herein against the claims of all persons and parties
whomsoever, subject to the Permitted Encumbrances. The foregoing warranty of
title shall survive the foreclosure of this Deed of Trust and shall inure to
the benefit of and be enforceable by Beneficiary in the event Beneficiary
acquires title to the Trust Property pursuant to any foreclosure;

(b) No bankruptcy or insolvency proceedings are pending
or contemplated by Grantor or, to the best knowledge of Grantor, against
Grantor or by or against any endorser, cosigner or guarantor of the Note;

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<PAGE> 11
(c) All reports, certificates, affidavits, statements and
other data furnished by Grantor to Beneficiary in connection with the loan
evidenced by the Note are true and correct in all material respects and do not
omit to state any fact or circumstance necessary to make the statements
contained therein not misleading;

(d) The execution, delivery and performance of this Deed
of Trust, the Note and all of the other Loan Documents have been duly
authorized by all necessary action to be, and are, binding and enforceable
against Grantor in accordance with the respective terms thereof and do not
contravene, result in a breach of or constitute a default (nor upon the giving
of notice or the passage of time or both will same constitute a default) under
the partnership agreement, articles of incorporation or other organizational
documents of Grantor or any contract or agreement of any nature to which
Grantor is a party or by which Grantor or any of its property may be bound and
do not violate or contravene any law, order, decree, rule or regulation to
which Grantor is subject;

(e) The Premises and the Improvements and the intended
use thereof by Grantor comply with all applicable restrictive covenants, zoning
ordinances, subdivision and building codes, flood disaster laws, applicable
health and environmental laws and regulations and all other ordinances, orders
or requirements issued by any state, federal or municipal authorities having or
claiming jurisdiction over the Trust Property. The Premises and Improvements
constitute a separate tax parcel for purposes of ad valorem taxation. The
Premises and Improvements do not require any rights over, or restrictions
against, other property in order to comply with any of the aforesaid
governmental ordinances, orders or requirements;

(f) All utility services necessary and sufficient for the
full use, occupancy, operation and disposition of the Premises and the
Improvements for their intended purposes are available to the Trust Property,
including water, storm sewer, sanitary sewer, gas, electric, cable and
telephone facilities, through public rights-of-way or perpetual private
easements approved by Beneficiary;

(h) All curb cuts, driveways and traffic signals shown on
the survey delivered to Beneficiary prior to the execution and delivery of this
Deed of Trust are existing and have been fully approved by the appropriate
governmental authority;

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(i) There are no judicial, administrative, mediation or
arbitration actions, suits or proceedings pending or threatened against or
affecting Grantor (or, if Grantor is a partnership, any of its general
partners) or the Trust Property which, if adversely determined, would
materially impair either the Trust Property or Grantor's ability to perform the
covenants or obligations required to be performed under the Loan Documents;

(j) The Trust Property is free from delinquent water
charges, sewer rents, taxes and assessments;

(k) As of the date of this Deed of Trust, the Trust
Property is free from unrepaired damage caused by fire, flood, accident or
other casualty;

(l) As of the date of this Deed of Trust, no part of the
Premises or the Improvements has been taken in condemnation, eminent domain or
like proceeding nor is any such proceeding pending or, to Grantor's knowledge
and belief, threatened or contemplated;

(m) Grantor possesses all franchises, patents,
copyrights, trademarks, trade names, licenses and permits necessary for the
conduct of its business substantially as now conducted;

(o) Grantor has delivered to Beneficiary true, correct
and complete copies of all Leases and all amendments thereto or modifications
thereof;

(p) Grantor and the Trust Property are free from any past
due obligations for sales and payroll taxes;

(q) There are no security agreements or financing
statements affecting any of the Trust Property other than (i) as disclosed in
writing by Grantor to Beneficiary prior to the date hereof and (ii) the
security agreements and financing statements created in favor of Beneficiary;

(r) Grantor has delivered a true, correct and complete
schedule (the "Rent Roll") of all leases affecting the Trust Property
(collectively, "Leases") as of the date hereof, which accurately and completely
sets forth in all material respects for

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<PAGE> 13
each such Lease, the following: the name of the tenant, the lease expiration
date, extension and renewal provisions, the base rent payable, and the security
deposit held thereunder;

(s) Each Lease constitutes the legal, valid and binding
obligation of Grantor and, to the best of Grantor's knowledge and belief, is
enforceable against the tenant thereof. No default exists, or with the passing
of time or the giving of notice or both would exist, under any Lease which
would, in the aggregate, have a material adverse effect on Grantor or the Trust
Property;

(u) All work to be performed by Grantor under the Leases
has been substantially performed, all contributions to be made by Grantor to
the tenants thereunder have been made and all other conditions precedent to
each such tenant's obligations thereunder have been satisfied;

(v) Each tenant under a Lease has entered into occupancy
of the demised premises;

(w) Grantor has delivered to Beneficiary true, correct
and complete copies of all Leases described in the Rent Roll;

(x) To the best of Grantor's knowledge and belief, each
tenant is free from bankruptcy, reorganization or arrangement proceedings or a
general assignment for the benefit of creditors; and

(y) No Lease provides any party with the right to obtain
a lien or encumbrance upon the Trust Property superior to the lien of this Deed
of Trust.

1.2 Defense of Title. If, while this Deed of Trust is in force,
the title to the Trust Property or the interest of Beneficiary therein shall be
the subject, directly or indirectly, of any action at law or in equity, or be
attached directly or indirectly, or endangered, clouded or adversely affected
in any manner, Grantor, at Grantor's expense, shall take all necessary and
proper steps for the defense of said title or interest, including the
employment of counsel approved by Beneficiary, the prosecution or defense of
litigation, and the compromise or discharge of claims made against said title
or interest. Notwithstanding the foregoing, in the event that Beneficiary
determines that Grantor is not adequately performing its obligations under this
Section, Beneficiary may, without limiting or waiving any other rights or
remedies of Beneficiary hereunder, take such steps with respect

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<PAGE> 14
thereto as Beneficiary shall deem necessary or proper and any and all costs and
expenses incurred by Beneficiary in connection therewith, together with
interest thereon at the Default Interest Rate (as defined in the Note) from the
date incurred by Beneficiary until actually paid by Grantor, shall be
immediately paid by Grantor on demand and shall be secured by this Deed of
Trust and by all of the other Loan Documents securing all or any part of the
Debt.

1.3 Performance of Obligations. Grantor shall pay when due the
principal of and the interest on the Debt in accordance with the terms of the
Note. Grantor shall also pay all charges, fees and other sums required to be
paid by Grantor as provided in the Loan Documents, in accordance with the terms
of the Loan Documents, and shall observe, perform and discharge all
obligations, covenants and agreements to be observed, performed or discharged
by Grantor set forth in the Loan Documents in accordance with their terms.
Further, Grantor shall promptly and strictly perform and comply with all
covenants, conditions, obligations and prohibitions required of Grantor in
connection with any other document or instrument affecting title to the Trust
Property, or any part thereof, regardless of whether such document or
instrument is superior or subordinate to this Deed of Trust.

1.4 Insurance. Grantor shall, or shall cause the party set forth
as tenant ("Tenant") under the Crossroads Lease to, at the sole expense of
Grantor or Tenant, as appropriate, maintain in force and effect on the Trust
Property at all times while this Deed of Trust continues in effect the
following insurance:

(a) Insurance against loss or damage to the Trust
Property by fire, windstorm, tornado and hail and against loss and damage by
such other, further and additional risks as may be now or hereafter embraced by
an "all-risk" form of insurance policy. The amount of such insurance shall be
not less than one hundred percent (100%) of the full replacement (insurable)
cost of the Improvements, furniture, furnishings, fixtures, equipment and other
items (whether personalty or fixtures) included in the Trust Property and owned
by Grantor from time to time, without reduction for depreciation. The
determination of the replacement cost amount shall be adjusted annually to
comply with the requirements of the insurer issuing such coverage or, at
Beneficiary's election, by reference to such indices, appraisals or information
as Beneficiary determines in its reasonable discretion. Full replacement cost,
as used herein, means, with respect to the Improvements, the cost of replacing
the Improvements without regard to deduction for depreciation, exclusive of the
cost of excavations, foundations and footings below the lowest basement floor,
and means, with respect to such furniture, furnishings, fixtures, equipment and
other items, the cost of replacing the same, in each cases, with inflation
guard coverage to reflect the effect of inflation, or

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<PAGE> 15
annual valuation. Each policy or policies shall contain a replacement cost
endorsement and either an agreed amount endorsement (to avoid the operation of
any co-insurance provisions) or a waiver of any co-insurance provisions, all
subject to Beneficiary's approval.

(b) Comprehensive Commercial General Liability Insurance
for personal injury, bodily injury, death and property damage liability in
amounts not less than $5,000,000.00 per occurrence and $6,000,000.00 in the
aggregate, (both inclusive of umbrella coverage). During any construction on
the Premises, Grantor's general contractor for such construction shall also
provide the insurance required in this Subsection (b). Beneficiary hereby
retains the right to periodically review the amount of said liability insurance
being maintained by Grantor and to require an increase in the amount of said
liability insurance should Beneficiary deem an increase to be reasonably
prudent under then existing circumstances.

(c) General boiler and machinery insurance coverage is
required if steam boilers or other pressure-fired vessels are in operation at
the Premises. Minimum liability amount per accident must equal the greater of
the replacement (insurable value of the Improvements housing such boiler or
pressure-fired machinery or $2,000,000.00.

(e) During the period of any construction on the Premises
or renovation or alteration of the Improvements, a so-called "Builder's
All-Risk Completed Value" or "Course of Construction" insurance policy in
non-reporting form for any Improvements under construction, renovation or
alteration in an amount approved by Beneficiary and Worker's Compensation
Insurance covering all persons engaged in such construction, renovation or
alteration.

(f) Loss of rents or loss of business income insurance in
amounts sufficient to compensate Grantor for all Rents during a period of not
less than eighteen (18) months in which the Trust Property may be damaged or
destroyed.

(g) Such other insurance on the Trust Property or on any
replacements or substitutions thereof or additions thereto as may from time to
time be required by Beneficiary against other

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insurable hazards or casualties which at the time are commonly insured against
in the case of property similarly situated, due regard being given to the
height and type of buildings, their construction, location, use and occupancy.

All such insurance shall (i) be with insurers authorized to do
business in the state within which the Premises is located and who have and
maintain a rating of at least "AA" from Standard & Poors, (ii) contain the
complete address of the Premises (or a complete legal description), (iii) be
for terms of at least one year, (iv) contain deductibles not in excess of five
percent (5%) of the full replacement (insurable) cost of the Trust Property,
and (v) be subject to the approval of Beneficiary as to insurance companies,
amounts, content, forms of policies, method by which premiums are paid and
expiration dates.

Grantor shall as of the date hereof deliver to Beneficiary evidence
that said insurance policies have been paid current as of the date hereof and
certified copies of such insurance policies and original certificates of
insurance signed by an authorized agent evidencing such insurance satisfactory
to Beneficiary. Grantor shall renew all such insurance and deliver to
Beneficiary certificates evidencing such renewals at least thirty (30) days
before any such insurance shall expire. Without limiting the required
endorsements to insurance policies, Grantor further agrees that all such
policies other than the liability policies shall provide that proceeds
thereunder shall be payable to Beneficiary, its successors and assigns,
pursuant and subject to a mortgagee clause (without contribution) of standard
form attached to, or otherwise made a part of, the applicable policy and that
Beneficiary, its successors and assigns, shall be named as (a) an additional
insured under all liability insurance policies (b) as the first mortgagee on
all property insurance policies and (c) as the lender's loss payee on all loss
of rents or loss of business income insurance policies. Grantor further agrees
that all such insurance policies: (i) shall provide for at least thirty (30)
days' prior written notice to Beneficiary prior to any cancellation or
termination thereof and prior to any modification thereof which affects the
interest of Beneficiary; (ii) shall contain an endorsement or agreement by the
insurer that any loss shall be payable to Beneficiary in accordance with the
terms of such policy notwithstanding any act or negligence of Grantor which
might otherwise result in forfeiture of such insurance; (iii) shall either name
Beneficiary as an additional insured or waive all rights of subrogation against
Beneficiary; (iv) in the event that the Trust Property constitutes a legal
non-conforming use, shall include an ordinance or law coverage endorsement
which will contain "Demolition Cost", "Loss Due to Operation of Law", and
"Increased Cost of Construction: coverages; (v) in the event that any Lease
requires that any insurance policies affecting the Trust Property contain a
waiver of subrogation provision, shall, either by their

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<PAGE> 17
terms or by endorsement, provide such a waiver; and (vi) may be in the form of
blanket policies provided that either such policies contain an endorsement, or
Beneficiary receives other evidence satisfactory to Beneficiary, to the effect
that the coverage provided thereby will not be affected by the failure to pay
any portion of the premium therefor which is not allocable to the Trust
Property or by any other action not relating to the Trust Property which would
otherwise permit the issuer thereof to cancel the coverage thereof. The
delivery to Beneficiary of the insurance policies or the certificates of
insurance as provided above shall constitute an assignment of all proceeds
payable under such insurance policies relating to the Trust Property by Grantor
to Beneficiary as further security for the Debt. In the event of foreclosure
of this Deed of Trust, or other transfer of title to the Trust Property in
extinguishment in whole or in part of the Debt, all right, title and interest
of Grantor in and to all proceeds payable under such policies then in force
concerning the Trust Property shall thereupon vest in the purchaser at such
foreclosure, or in Beneficiary or other transferee in the event of such other
transfer of title. Approval of any insurance by Beneficiary shall not be a
representation of the solvency of any insurer or the sufficiency of any amount
of insurance. In the event Grantor fails to provide, maintain, keep in force
or deliver and furnish to Beneficiary the policies of insurance required by
this Deed of Trust or evidence of their renewal as required herein, Beneficiary
may, but shall not be obligated to, procure such insurance and Grantor shall
pay all amounts advanced by Beneficiary therefor, together with interest
thereon at the Default Interest Rate from and after the date advanced by
Beneficiary until actually repaid by Grantor, promptly upon demand by
Beneficiary. Any amounts so advanced by Beneficiary, together with interest
thereon, shall be secured by this Deed of Trust and by all of the other Loan
Documents securing all or any part of the Debt. Beneficiary shall not be
responsible for nor incur any liability for the insolvency of the insurer or
other failure of the insurer to perform, even though Beneficiary has caused the
insurance to be placed with the insurer after failure of Grantor to furnish
such insurance.

1.5 Payment of Taxes. Grantor shall pay or cause to be paid,
except to the extent provision is actually made therefor pursuant to Section
1.6 of this Deed of Trust, all taxes and assessments which are or may become a
lien on the Trust Property or which are assessed against or imposed upon the
Trust Property. Grantor shall furnish Beneficiary with receipts (or if
receipts are not immediately available, with copies of canceled checks
evidencing payment with receipts to follow promptly after they become
available) showing payment of such taxes and assessments at least fifteen (15)
days prior to the applicable delinquency date therefor. Notwithstanding the
foregoing, Grantor may in good faith, by appropriate proceedings and upon
notice to Beneficiary, contest the validity, applicability or amount of any
asserted tax

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or assessment so long as (a) such contest is diligently pursued, (b)
Beneficiary determines, in its subjective opinion, that such contest suspends
the obligation to pay the tax and that nonpayment of such tax or assessment
will not result in the sale, loss, forfeiture or diminution of the Trust
Property or any part thereof or any interest of Beneficiary therein, and (c)
prior to the earlier of the commencement of such contest or the delinquency
date of the asserted tax or assessment, Grantor deposits in the Impound Account
(as hereinafter defined) an amount determined by Beneficiary to be adequate to
cover the payment of such tax or assessment and a reasonable additional sum to
cover possible interest, costs and penalties; provided, however, that Grantor
shall promptly cause to be paid any amount adjudged by a court of competent
jurisdiction to be due, with all interest, costs and penalties thereon,
promptly after such judgment becomes final; and provided further that in any
event each such contest shall be concluded and the taxes, assessments,
interest, costs and penalties shall be paid prior to the date any writ or order
is issued under which the Trust Property may be sold, lost or forfeited.

1.6 Tax and Insurance Impound Account. Grantor shall establish
and maintain at all times while this Deed of Trust continues in effect an
impound account (the "Impound Account") with Beneficiary for payment of real
estate taxes and assessments and insurance on the Trust Property and as
additional security for the Debt. Simultaneously with the execution hereof,
Grantor shall deposit in the Impound Account an amount determined by
Beneficiary to be necessary to ensure that there will be on deposit with
Beneficiary an amount which, when added to the monthly payments subsequently
required to be deposited with Beneficiary hereunder on account of real estate
taxes, assessments and insurance premiums, will result in there being on
deposit with Beneficiary in the Impound Account an amount sufficient to pay the
next due annual installment of real estate taxes and assessments on the Trust
Property at least one (1) month prior to the delinquency date thereof (if paid
in one installment) and the next due annual insurance premiums with respect to
the Trust Property at least one (1) month prior to the due date thereof (if
paid in one installment). Commencing on the first monthly payment date under
the Note and continuing thereafter on each monthly payment date under the Note,
Grantor shall pay to Beneficiary, concurrently with and in addition to the
monthly payment due under the Note and until the Debt is fully paid and
performed, deposits in an amount equal to one-twelfth (1/12) of the amount of
the annual real estate taxes and assessments that will next become due and
payable on the Trust Property, plus one-twelfth (1/12) of the amount of the
annual premiums that will next become due and payable on insurance policies
which Grantor is required to maintain hereunder, each as estimated and
determined by Beneficiary. So long as no default hereunder or under the other
Loan Documents has occurred and is continuing, all sums in the Impound Account
shall be held by

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Beneficiary in the Impound Account to pay said taxes, assessments and insurance
premiums in one installment before the same become delinquent. Grantor shall
be responsible for ensuring the receipt by Beneficiary, at least thirty (30)
days prior to the respective due date for payment thereof, of all bills,
invoices and statements for all taxes, assessments and insurance premiums to be
paid from the Impound Account, and so long as no default hereunder or under the
other Loan Documents has occurred and is continuing, Beneficiary shall pay the
governmental authority or other party entitled thereto directly to the extent
funds are available for such purpose in the Impound Account. In making any
payment from the Impound Account, Beneficiary shall be entitled to rely on any
bill, statement or estimate procured from the appropriate public office or
insurance company or agent without any inquiry into the accuracy of such bill,
statement or estimate and without any inquiry into the accuracy, validity,
enforceability or contestability of any tax, assessment, valuation, sale,
forfeiture, tax lien or title or claim thereof. The Impound Account shall not,
unless otherwise explicitly required by applicable law, be or be deemed to be
escrow or trust funds, but, at Beneficiary's option and in Beneficiary's
discretion, may either be held in a separate account or be commingled by
Beneficiary with the general funds of Beneficiary. No interest on funds
contained in the Impound Account, if any, shall be paid by Beneficiary to
Grantor. The Impound Account is solely for the protection of Beneficiary and
entails no responsibility on Beneficiary's part beyond the payment of taxes,
assessments and insurance premiums following receipt of bills, invoices or
statements therefor in accordance with the terms hereof and beyond the allowing
of due credit for the sums actually received. Upon assignment of this Deed of
Trust by Beneficiary, any funds in the Impound Account shall be turned over to
the assignee and any responsibility of Beneficiary, as assignor, with respect
thereto shall terminate. If the total funds in the Impound Account shall
exceed the amount of payments actually applied by Beneficiary for the purposes
of the Impound Account, such excess may be credited by Beneficiary on
subsequent payments to be made hereunder or, at the option of Beneficiary,
refunded to Grantor. If, however, the Impound Account shall not contain
sufficient funds to pay the sums required when the same shall become due and
payable, Grantor shall, within ten (10) days after receipt of written notice
thereof, deposit with Beneficiary the full amount of any such deficiency. If
Grantor shall fail to deposit with Beneficiary the full amount of such
deficiency as provided above, Beneficiary shall have the option, but not the
obligation, to make such deposit, and all amounts so deposited by Beneficiary,
together with interest thereon at the Default Interest Rate from the date so
deposited by Beneficiary until actually paid by Grantor, shall be immediately
paid by Grantor on demand and shall be secured by this Deed of Trust and by all
of the other Loan Documents securing all or any part of the Debt evidenced by
the Note. If there is a default under this Deed of Trust which is not cured
within any

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applicable grace or cure period, Beneficiary may, but shall not be obligated
to, apply at any time the balance then remaining in the Impound Account against
the Debt in whatever order Beneficiary shall subjectively determine. No such
application of the Impound Account shall be deemed to cure any default
hereunder. Upon full payment of the Debt in accordance with its terms or at
such earlier time as Beneficiary may elect, the balance of the Impound Account
then in Beneficiary's possession shall be paid over to Grantor and no other
party shall have any right or claim thereto. Notwithstanding anything
contained in this Section 1.6 to the contrary, so long as (a) Tenant is the
sole tenant of the entire Trust Property pursuant to the Crossroads Lease, (b)
the Crossroads Lease is in full force and effect, (c) no default, or event
which with the passing of time or in the giving of notice would become a
default, has occurred under the Crossroads Lease, and (d) Tenant is obligated
to pay all insurance premiums before they become delinquent for all insurance
required to be maintained pursuant to Section 1.4 hereof, the obligations of
Grantor under this Section 1.6 to deposit into the Impound Account amounts to
pay insurance premiums shall be deemed to have been met; provided, however, in
the event the Grantor is obligated pursuant to the Crossroads Lease to pay for
or maintain insurance of any type required by Section 1.4 hereof, Grantor shall
be required to deposit sums in the Impound Account to pay the premiums for such
required insurance pursuant to the terms of this Section 1.6.

1.7 Furniture, Fixtures and Equipment Reserve.

(a) As additional security for the Debt, Grantor shall
establish and maintain at all times while this Deed of Trust continues in
effect a furniture, fixtures and equipment reserve (the "FF&E Reserve") with
Beneficiary for payment of costs and expenses incurred by Grantor in connection
with the repair and replacement of furniture, fixtures and equipment used at or
in connection with the operation of the Trust Property. Commencing on the
first monthly payment date under the Note and continuing thereafter on each
monthly payment date under the Note, Grantor shall pay to Beneficiary,
concurrently with and in addition to the monthly payment due under the Note and
until the Note and all other Debt is fully paid and performed, a deposit to the
FF&E Reserve in an amount equal to that set forth on Exhibit E hereof. So long
as no default hereunder or under the other Loan Documents has occurred and is
continuing, all sums in the FF&E Reserve shall be held by Beneficiary in the
FF&E Reserve to pay the costs and expenses of furniture, fixtures and
equipment. So long as no default hereunder or under the other Loan Documents
has occurred and is continuing, Beneficiary shall, to the extent funds are
available for such purpose in the FF&E Reserve, disburse to Grantor the amount
paid or incurred by Grantor for furniture, fixtures and equipment within ten
(10) days following: (a) the receipt by Beneficiary of a written request from
Grantor for disbursement from the FF&E Reserve

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<PAGE> 21
and a certification by Grantor in a form approved in writing by Beneficiary
that the furniture, fixtures and equipment have been purchased has been
completed; and (b) the delivery to Beneficiary of invoices, receipts or other
evidence satisfactory to Beneficiary, verifying the cost of the furniture,
fixtures and equipment for which Grantor is requesting a disbursement.
Beneficiary shall not be required to make advances from the FF&E Reserve more
frequently than once in any thirty (30) day period. In making any payment from
the FF&E Reserve, Beneficiary shall be entitled to rely on such request from
Grantor without any inquiry into the accuracy, validity or contestability of
any such amount. Beneficiary may, at Grantor's expense, make or cause to be
made during the term of this Deed of Trust an annual inspection of the Trust
Property to determine the need, as determined by Beneficiary in its reasonable
judgment, for the replacement and/or repair of further furniture, fixtures and
equipment for the Trust Property. In the event that such inspection reveals
that further furniture, fixtures and equipment for the Trust Property are
required, Beneficiary shall provide Grantor with a written description of the
required furniture, fixtures and equipment and Grantor shall purchase such
furniture, fixtures and equipment to the reasonable satisfaction of Beneficiary
within ninety (90) days after the receipt of such description from Beneficiary,
or such later date as may be approved by Beneficiary in its sole discretion.
The FF&E Reserve shall not, unless otherwise explicitly required by applicable
law, be or be deemed to be escrow or trust funds, but, at Beneficiary's option
and in Beneficiary's discretion, may either be held in a separate non-interest
bearing account or be commingled by Beneficiary with the general funds of
Beneficiary. The FF&E Reserve is solely for the protection of Beneficiary and
entails no responsibility on Beneficiary's part beyond the payment of the costs
and expenses described in this Section in accordance with the terms hereof and
beyond the allowing of due credit for the sums actually received. In the event
that the amounts on deposit or available in the FF&E Reserve are inadequate to
pay the cost of the furniture, fixtures and equipment, Grantor shall pay the
amount of such deficiency. Upon assignment of this Deed of Trust by
Beneficiary, any funds in the FF&E Reserve shall be turned over to the assignee
and any responsibility of Beneficiary, as assignor, with respect thereto shall
terminate. If there is a default under this Deed of Trust which is not cured
within any applicable grace or cure period, Beneficiary may, but shall not be
obligated to, apply at any time the balance then remaining in the FF&E Reserve
against the Debt in whatever order Beneficiary shall subjectively determine.
No such application of the FF&E Reserve shall be deemed to cure any default
hereunder. Upon full payment of the Debt in accordance with its terms or at
such earlier time as Beneficiary may elect, the balance of the FF&E Reserve
then in Beneficiary's possession shall be paid over to Grantor and no other
party shall have any right or claim thereto.

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<PAGE> 22
(b) As additional security for the payment and
performance by Grantor of all duties, responsibilities and obligations under
the Note and the other Loan Documents, Grantor hereby unconditionally and
irrevocably assigns, conveys, pledges, mortgages, transfers, delivers,
deposits, sets over and confirms unto Beneficiary, and hereby grants to
Beneficiary a security interest in, (i) the Impound Account, the FF&E Reserve,
and the (as hereinafter defined) (collectively, the "Reserves"), (ii) the
accounts into which the Reserves have been deposited, (iii) all insurance on
said accounts, (iv) all accounts, contract rights and general intangibles or
other rights and interests pertaining thereto, (v) all sums now or hereafter
therein or represented thereby, (vi) all replacements, substitutions or
proceeds thereof, (vii) all instruments and documents now or hereafter
evidencing the Reserves or such accounts, (viii) all powers, options, rights,
privileges and immunities pertaining to the Reserves (including the right to
make withdrawals therefrom), and (ix) all proceeds of the foregoing. Grantor
hereby authorizes and consents to the account into which the Reserves have been
deposited being held in Beneficiary's name or the name of any entity servicing
the Note for Beneficiary and hereby acknowledges and agrees that Beneficiary,
or at Beneficiary's election, such servicing agent, shall have exclusive
control over said account. Notice of the assignment and security interest
granted to Beneficiary herein may be delivered by Beneficiary at any time to
the financial institution wherein the Reserves have been established, and
Beneficiary, or such servicing entity, shall have possession of all passbooks
or other evidences of such accounts. Grantor hereby assumes all risk of loss
with respect to amounts on deposit in the Reserves. Grantor hereby knowingly,
voluntarily and intentionally stipulates, acknowledges and agrees that the
advancement of the funds from the Reserves as set forth herein is at Grantor's
direction and is not the exercise by Beneficiary of any right of set-off or
other remedy upon a default. Grantor hereby waives all right to withdraw funds
from the Reserves except as provided for in this Deed of Trust. If a default
shall occur hereunder or under any other of the Loan Documents which is not
cured within any applicable grace or cure period, then Beneficiary may, without
notice or demand on Grantor, at its option: (A) withdraw any or all of the
funds (including, without limitation, interest) then remaining in the Reserves
and apply the same, after deducting all costs and expenses of safekeeping,
collection and delivery (including, but not limited to, reasonable attorneys'
fees, costs and expenses) to the Debt or any other obligations of Grantor under
the other Loan Documents in such manner or as Beneficiary shall deem
appropriate in its sole discretion, and the excess, if any, shall be paid to
Grantor, (B) exercise any and all rights and remedies of a secured party under
any applicable Uniform Commercial Code, or (C) exercise any other remedies
available at law or in equity. No such use or application of the funds
contained in the Reserves shall be deemed to cure any default hereunder or
under the other Loan Documents.

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<PAGE> 23
1.8 Required Debt Service Coverage. At all time during the term
of this Deed of Trust, Grantor shall maintain an annual Aggregate Debt Service
Coverage (as defined in Section 1.36 hereof) of not less than 1.40 for the
preceding twelve (12) month period; provided that for purposes of calculating
Aggregate Debt Service Coverage for purposes of this Section 1.8, "Operating
Expenses" (as defined in Section 1.36 hereof) shall include the amounts of any
deposits to the FF&E Reserve.

1.9 Casualty and Condemnation. Grantor shall give Beneficiary
prompt written notice of the occurrence of any casualty affecting, or the
institution of any proceedings for eminent domain or for the condemnation of,
the Trust Property or any portion thereof. All insurance proceeds on the Trust
Property, and all causes of action, claims, compensation, awards and recoveries
for any damage, condemnation or taking of all or any part of the Trust Property
or for any damage or injury to it for any loss or diminution in value of the
Trust Property, are hereby assigned to and shall be paid to Beneficiary.
Beneficiary may participate in any suits or proceedings relating to any such
proceeds, causes of action, claims, compensation, awards or recoveries, and
Beneficiary is hereby authorized, in its own name or in Grantor's name, to
adjust any loss covered by insurance or any condemnation claim or cause of
action, and to settle or compromise any claim or cause of action in connection
therewith, and Grantor shall from time to time deliver to Beneficiary any
instruments required to permit such participation; provided, however, that
Beneficiary shall not have the right to participate in the adjustment of any
loss which is not in excess of the lesser of (i) five percent (5%) of the then
outstanding principal balance of the Note, and (ii) $100,000. Beneficiary
shall apply any sums received by it under this Section first to the payment of
all of its costs and expenses (including, but not limited to, legal fees and
disbursements) incurred in obtaining those sums, and then, as follows:

(a) In the event that less than sixty percent (60%) of
the Improvements located on the Premises have been taken or destroyed, then if:

(2) the Trust Property can, in Beneficiary's
judgment, with diligent restoration or repair, be returned to a
condition at least equal to the condition thereof that existed prior
to the casualty or partial taking causing the loss or damage within
the earlier to occur of (i) six (6) months after the receipt of
insurance proceeds or condemnation

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<PAGE> 24
awards by either Grantor or Beneficiary, and (ii) the stated maturity
date of the Note, and

(3) all necessary governmental approvals can be
obtained to allow the rebuilding and reoccupancy of the Trust Property
as described in Section (a)(2) above, and

(4) there are sufficient sums available (through
insurance proceeds or condemnation awards and contributions by
Grantor, the full amount of which shall at Beneficiary's option have
been deposited with Beneficiary) for such restoration or repair
(including, without limitation, for any costs and expenses of
Beneficiary to be incurred in administering said restoration or
repair) and for payment of principal and interest to become due and
payable under the Note during such restoration or repair, and

(5) the economic feasibility of the Improvements
after such restoration or repair will be such that income from their
operation is reasonably anticipated to be sufficient to pay operating
expenses of the Trust Property and debt service on the Debt in full
with the same coverage ratio considered by Beneficiary in its
determination to make the loan secured hereby, and

(6) Grantor shall have delivered to Beneficiary,
at Grantor's sole cost and expense, an appraisal report in form and
substance satisfactory to Beneficiary appraising the value of the
Trust Property as so restored or repaired to be not less than the
appraised value of the Trust Property considered by Beneficiary in its
determination to make the loan secured hereby, and

(7) Grantor so elects by written notice delivered
to Beneficiary within five (5) days after settlement of the aforesaid
insurance or condemnation claim,

then, Beneficiary shall, solely for the purposes of such restoration or repair,
advance so much of the remainder of such sums as may be required for such
restoration or repair, and any funds deposited by Grantor therefor, to Grantor
in the manner and upon such terms and conditions as would be required by a
prudent interim construction lender, including, but not limited to, the prior
approval by Beneficiary of plans and specifications, contractors and form of
construction contracts and the furnishing to Beneficiary of permits, bonds,
lien waivers, invoices, receipts and affidavits from contractors and
subcontractors, in form and substance satisfactory to Beneficiary in its
discretion, with any remainder being applied by Beneficiary for payment of the
Debt in whatever order Beneficiary directs in its absolute discretion.

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<PAGE> 25
(b) In all other cases, namely, in the event that sixty
percent (60%) or more of the Improvements located on the Premises have been
taken or destroyed or Grantor does not elect to restore or repair the Trust
Property pursuant to clause (a) above, or otherwise fails to meet the
requirements of clause (a) above, then, in any of such events, Beneficiary
shall elect, in Beneficiary's absolute discretion and without regard to the
adequacy of Beneficiary's security, to do either of the following: (1)
accelerate the maturity date of the Note and declare any and all of the Debt to
be immediately due and payable and apply the remainder of such sums received
pursuant to this Section to the payment of the Debt in whatever order
Beneficiary directs in its absolute discretion, with any remainder being paid
to Grantor, or (2) notwithstanding that Grantor may have elected not to restore
or repair the Trust Property pursuant to the provisions of Section 1.9(a)(7)
above, require Grantor to restore or repair the Trust Property in the manner
and upon such terms and conditions as would be required by a prudent interim
construction lender, including, but not limited to, the deposit by Grantor with
Beneficiary, within thirty (30) days after demand therefor, of any deficiency
necessary in order to assure the availability of sufficient funds to pay for
such restoration or repair, including Beneficiary's costs and expenses to be
incurred in connection therewith, the prior approval by Beneficiary of plans
and specifications, contractors and form of construction contracts and the
furnishing to Beneficiary of permits, bonds, lien waivers, invoices, receipts
and affidavits from contractors and subcontractors, in form and substance
satisfactory to Beneficiary in its discretion, and apply the remainder of such
sums toward such restoration and repair, with any balance thereafter remaining
being applied by Beneficiary for payment of the Debt in whatever order
Beneficiary directs in its absolute discretion.

Any reduction in the Debt resulting from Beneficiary's application of any sums
received by it hereunder shall take effect only when Beneficiary actually
receives such sums and elects to apply such sums to the Debt and, in any event,
the unpaid portion of the Debt shall remain in full force and effect and
Grantor shall not be excused in the payment thereof. Partial payments received
by Beneficiary, as described in the preceding sentence, shall be applied first
to the final payment due under the Note and thereafter to installments due
under the Note in the inverse order of their due date. If Grantor elects or
Beneficiary directs Grantor to restore or repair the Trust Property after the
occurrence of a casualty or partial taking of the Trust Property as provided
above, Grantor shall promptly and diligently, at Grantor's sole cost and
expense and regardless of whether the insurance proceeds or condemnation award,
as appropriate, shall be sufficient for the purpose, restore, repair, replace
and rebuild the Trust Property as nearly as possible to its value, condition
and character immediately prior to such casualty or partial taking in

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<PAGE> 26
accordance with the foregoing provisions and Grantor shall pay to Beneficiary
all costs and expenses of Beneficiary incurred in administering said
rebuilding, restoration or repair, provided that Beneficiary makes such
proceeds or award available for such purpose. Grantor agrees to execute and
deliver from time to time such further instruments as may be requested by
Beneficiary to confirm the foregoing assignment to Beneficiary of any award,
damage, insurance proceeds, payment or other compensation. Beneficiary is
hereby irrevocably constituted and appointed the attorney-in-fact of Grantor
(which power of attorney shall be irrevocable so long as any portion of the
Debt is outstanding, shall be deemed coupled with an interest, shall survive
the voluntary or involuntary dissolution of Grantor and shall not be affected
by any disability or incapacity suffered by Grantor subsequent to the date
hereof), with full power of substitution, subject to the terms of this Section,
to settle for, collect and receive any such awards, damages, insurance
proceeds, payments or other compensation from the parties or authorities making
the same, to appear in and prosecute any proceedings therefor and to give
receipts and acquittances therefor.

1.10 Construction Liens. Grantor shall pay when due all claims and
demands of mechanics, materialmen, laborers and others for any work performed
or materials delivered for the Premises or the Improvements; provided, however,
that, Grantor shall have the right to contest in good faith any such claim or
demand, so long as it does so diligently, by appropriate proceedings and
without prejudice to Beneficiary and provided that neither the Trust Property
nor any interest therein would be in any danger of sale, loss or forfeiture as
a result of such proceeding or contest. In the event Grantor shall contest any
such claim or demand, Grantor shall promptly notify Beneficiary of such contest
and thereafter shall, upon Beneficiary's request, promptly provide a bond, cash
deposit or other security satisfactory to Beneficiary to protect Beneficiary's
interest and security should the contest be unsuccessful. If Grantor shall
fail to immediately discharge or provide security against any such claim or
demand as aforesaid, Beneficiary may do so and any and all expenses incurred by
Beneficiary, together with interest thereon at the Default Interest Rate from
the date incurred by Beneficiary until actually paid by Grantor, shall be
immediately paid by Grantor on demand and shall be secured by this Deed of
Trust and by all of the other Loan Documents securing all or any part of the
Debt.

1.11 Rents. As additional and collateral security for the payment
of the Debt and cumulative of any and all rights and remedies herein provided
for, Grantor hereby absolutely and presently assigns to Beneficiary all
existing and future Rents. Grantor hereby grants to Beneficiary the sole,
exclusive and immediate right, without taking possession of the Trust Property,
to demand, collect (by suit or otherwise), receive and give valid

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<PAGE> 27
and sufficient receipts for any and all of said Rents, for which purpose
Grantor does hereby irrevocably make, constitute and appoint Beneficiary its
attorney-in-fact with full power to appoint substitutes or a trustee to
accomplish such purpose (which power of attorney shall be irrevocable so long
as any portion of the Debt is outstanding, shall be deemed to be coupled with
an interest, shall survive the voluntary or involuntary dissolution of Grantor
and shall not be affected by any disability or incapacity suffered by Grantor
subsequent to the date hereof). Beneficiary shall be without liability for any
loss which may arise from a failure or inability to collect Rents, proceeds or
other payments. Neither the demand for or collection of Rents by Beneficiary
shall constitute any assumption by Beneficiary of any obligations under any
agreement relating thereto. Beneficiary is obligated to account only for such
Rents as are actually collected or received by Beneficiary. Grantor
irrevocably agrees and consents that the respective payors of the Rents shall,
upon demand and notice from Beneficiary of a default hereunder or under any
other of the Loan Documents, pay said Rents to Beneficiary without liability to
determine the actual existence of any default claimed by Beneficiary. Grantor
hereby waives any right, claim or demand which Grantor may now or hereafter
have against any such payor by reason of such payment of Rents to Beneficiary,
and any such payment shall discharge such payor's obligation to make such
payment to Grantor. All Rents collected or received by Beneficiary may be
applied against all expenses of collection, including, without limitation,
reasonable attorneys' fees, against costs of operation and management of the
Trust Property and against the Debt, in whatever order or priority as to any of
the items so mentioned as Beneficiary directs in its sole subjective discretion
and without regard to the adequacy of its security. Neither the exercise by
Beneficiary of any rights under this Section nor the application of any Rents
to the Debt shall cure or be deemed a waiver of any default hereunder. The
assignment of Rents hereinabove granted shall continue in full force and effect
during any period of foreclosure or redemption with respect to the Trust
Property. Grantor has executed an Assignment of Leases and Rents dated of
even date herewith (the "Assignment") in favor of Beneficiary covering all of
the right, title and interest of Grantor, as landlord, lessor or licensor, in
and to any leases, (including, without limitation, the Crossroads Lease),
licenses and occupancy agreements relating to all or portions of the Trust
Property. All rights and remedies granted to Beneficiary under the Assignment
shall be in addition to and cumulative of all rights and remedies granted to
Beneficiary hereunder.

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<PAGE> 28
1.12 Leases and Licenses.

(a) Grantor covenants and agrees that it shall not enter
into any lease affecting 5,000 square feet or more of the Trust Property or
having a term of more than 5 years without the prior written approval of
Beneficiary, which approval shall not be unreasonably withheld. The request
for approval of each such proposed new lease shall be made to Beneficiary in
writing and shall state that, pursuant to the terms of this Deed of Trust,
failure to approve or disapprove such proposed lease within fifteen (15)
business days is deemed approval and Grantor shall furnish to Beneficiary (and
any loan servicer specified from time to time by Beneficiary): (i) such
biographical and financial information about the proposed tenant as Beneficiary
may require in conjunction with its review, (ii) a copy of the proposed form of
lease, and (iii) a summary of the material terms of such proposed lease
(including, without limitation, rental terms and the term of the proposed lease
and any options). It is acknowledged that Beneficiary intends to include among
its criteria for approval of any such proposed lease the following: (i) such
lease shall be with a bona- fide arm's-length tenant; (ii) such lease shall not
contain any rental or other concessions which are not then customary and
reasonable for similar properties and leases in the market area of the
Premises; (iii) such lease shall provide that the tenant pays for its expenses;
(iv) the rental shall be at least at the market rate then prevailing for
similar properties and leases in the market areas of the Premises; and (v) such
lease shall contain subordination and attornment provisions in form and content
acceptable to Beneficiary. Failure of Beneficiary to approve or disapprove any
such proposed lease within fifteen (15) business days after receipt of such
written request and all the documents and information required to be furnished
to Grantor with such request shall be deemed approval, provided that the
written request for approval specifically mentioned the same.

(b) Prior to execution of any leases of space in the
Improvements after the date hereof, Grantor shall submit to Beneficiary, for
Beneficiary's prior approval, which approval shall not be unreasonably
withheld, a copy of the form lease Grantor plans to use in leasing space in the
Improvements or at the Trust Property. All such leases of space in the
Improvements or at the property shall be on terms consistent with the terms for
similar leases in the market area of the Premises, shall provide for free rent
only if the same is consistent with prevailing market conditions and shall
provide for market rents then prevailing in the market area of the Premises.
Such leases shall also provide for security deposits in reasonable amounts.
Grantor shall also submit to Beneficiary for Beneficiary's approval, which
approval shall not be unreasonably withheld, prior to the execution thereof,
any proposed lease, license or occupancy agreement of the Improvements or any
portion thereof that differs materially and

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<PAGE> 29
adversely from the aforementioned form lease. Grantor shall not execute any
lease, license or occupancy agreement for all or a substantial portion of the
Trust Property, except for an actual occupancy by the tenant, lessee or
licensee thereunder, and shall at all times promptly and faithfully perform, or
cause to be performed, all of the covenants, conditions and agreements
contained in all leases, licenses and occupancy agreements with respect to the
Trust Property, now or hereafter existing, on the part of the landlord, lessor
or licensor thereunder to be kept and performed. Grantor shall furnish to
Beneficiary, within ten (10) days after a request by Beneficiary to do so, but
in any event by January 1 of each year, a current rent roll, certified by
Grantor as being true and correct, containing the names of all tenants, lessees
and licensees with respect to the Trust Property, the terms of their respective
leases, licenses or occupancy agreements, the spaces occupied and the rentals
or fees payable thereunder and the amount of each tenant's security deposit.
Upon the request of Beneficiary, Grantor shall deliver to Beneficiary a copy of
each such lease, license and occupancy agreement. Grantor shall not do or
suffer to be done any act, or omit to take any action that might result in a
default by the landlord, lessor or licensor under any such lease, license or
occupancy agreement or allow the tenant, lessee or licensee thereunder to
withhold payment or rent and shall not further assign any such lease, license
or occupancy agreement or any such rents. Grantor, at no cost or expense to
Beneficiary, shall enforce, short of termination, the performance and
observance of each and every condition and covenant of each of the parties
under such leases. Grantor shall not, without the prior written consent of
Beneficiary, modify any of the leases, terminate or accept the surrender of any
leases, waive or release any other party from the performance or observance of
any obligation or condition under such leases except, with respect only to
leases affecting less than 5,000 square feet and having a term of 5 years or
less, in the normal course of business in a manner which is consistent with
sound and customary leasing and management practices for similar properties in
the community in which the Trust Property is located. Grantor shall not permit
the prepayment of any rents under any of the leases for more than one (1) month
prior to the due date thereof.

(c) Each lease, license and occupancy agreement executed
after the date hereof affecting any of the Premises or the Improvements must
provide, in a manner approved by Beneficiary, that the tenant, lessee or
licensee, as appropriate, will recognize as its landlord, lessor or licensor
and attorn to any person succeeding to the interest of Grantor upon any
foreclosure of this Deed of Trust or deed in lieu of foreclosure. Each such
lease, license and occupancy agreement shall also provide that, upon request of
said successor in interest, the tenant, lessee or licensee shall execute and
deliver an instrument or instruments confirming its attornment as provided for
in this Section;

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<PAGE> 30
provided, however, that neither Beneficiary nor any successor-in-interest shall
be bound by any payment of rent for more than one (1) month in advance, or any
amendment or modification of said lease or rental agreement made without the
express written consent of Beneficiary or said successor-in-interest.

(d) Upon the occurrence of a default under this Deed of
Trust which is not cured within any applicable grace period, whether before or
after the whole principal sum secured hereby is declared to be immediately due
or whether before or after the institution of legal proceedings to foreclose
this Deed of Trust or before or after the exercise of the power of sale
hereunder, forthwith, upon demand of Beneficiary, Grantor shall surrender to
Beneficiary, and Beneficiary shall be entitled to take actual possession of,
the Trust Property or any part thereof personally, or by its agent or
attorneys. In such event, Beneficiary shall have, and Grantor hereby gives and
grants to Beneficiary, the right, power and authority to make and enter into
leases, licenses and occupancy agreements with respect to the Trust Property or
portions thereof for such rents and for such periods of occupancy and upon
conditions and provisions as Beneficiary may deem desirable in its sole
discretion, and Grantor expressly acknowledges and agrees that the term of such
lease, license or occupancy agreement may extend beyond the date of any
foreclosure sale of the Trust Property; it being the intention of Grantor that
in such event Beneficiary shall be deemed to be and shall be the
attorney-in-fact of Grantor for the purpose of making and entering into leases,
licenses or occupancy agreements of parts or portions of the Trust Property for
the rents and upon the terms, conditions and provisions deemed desirable to
Beneficiary in its sole discretion and with like effect as if such leases,
licenses or occupancy agreements had been made by Grantor as the owner in fee
simple of the Trust Property free and clear of any conditions or limitations
established by this Deed of Trust. The power and authority hereby given and
granted by Grantor to Beneficiary shall be deemed to be coupled with an
interest, shall not be revocable by Grantor so long as any portion of the Debt
is outstanding, shall survive the voluntary or involuntary dissolution of
Grantor and shall not be affected by any disability or incapacity suffered by
Grantor subsequent to the date hereof. In connection with any action taken by
Beneficiary pursuant to this Section, Beneficiary shall not be liable for any
loss sustained by Grantor resulting from any failure to let the Trust Property,
or any part thereof, or from any other act or omission of Beneficiary in
managing the Trust Property, nor shall Beneficiary be obligated to perform or
discharge any obligation, duty or liability under any lease, license or
occupancy agreement covering the Trust Property or any part thereof or under or
by reason of this instrument or the exercise of rights or remedies hereunder.
Grantor shall, and does hereby, indemnify Beneficiary for, and hold Beneficiary
harmless

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<PAGE> 31
from, any and all claims, actions, demands, liabilities, loss or damage which
may or might be incurred by Beneficiary under any such lease, license or
occupancy agreement or under this Deed of Trust or by the exercise of rights or
remedies hereunder and from any and all claims and demands whatsoever which may
be asserted against Beneficiary by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants or
agreements contained in any such lease, license or occupancy agreement other
than those finally determined to have resulted solely from the gross negligence
or willful misconduct of Beneficiary. Should Beneficiary incur any such
liability, the amount thereof, including, without limitation, costs, expenses
and reasonable attorneys' fees, together with interest thereon at the Default
Interest Rate from the date incurred by Beneficiary until actually paid by
Grantor, shall be immediately due and payable to Beneficiary by Grantor on
demand and shall be secured hereby and by all of the other Loan Documents
securing all or any part of the Debt. Nothing in this Section shall impose on
Beneficiary any duty, obligation or responsibility for the control, care,
management or repair of the Trust Property, or for the carrying out of any of
the terms and conditions of any such lease, license or occupancy agreement, nor
shall it operate to make Beneficiary responsible or liable for any waste
committed on the Trust Property by the tenants or by any other parties or for
any dangerous or defective condition of the Trust Property, or for any
negligence in the management, upkeep, repair or control of the Trust Property.
Grantor hereby assents to, ratifies and confirms any and all actions of
Beneficiary with respect to the Trust Property taken under this Section.

1.13 Alienation and Further Encumbrances.

(a) Grantor acknowledges that Beneficiary has relied upon
the principals of Grantor and their experience in owning and operating
properties similar to the Trust Property in connection with the closing of the
loan evidenced by the Note. Accordingly, except as specifically allowed
hereinbelow in this Section and notwithstanding anything to the contrary
contained in Section 4.6 hereof, in the event that the Trust Property or any
part thereof or interest therein shall be sold, conveyed, disposed of,
alienated, hypothecated, leased (except to tenants of space in the Improvements
in accordance with the provisions of Section 1.12 hereof), assigned, pledged,
mortgaged, further encumbered or otherwise transferred or Grantor shall be
divested of its title to the Trust Property or any interest therein, in any
manner or way, whether voluntarily or involuntarily, without the prior written
consent of Beneficiary being first obtained, which consent may be withheld in
Beneficiary's sole discretion, then the same shall constitute a default
hereunder and Beneficiary shall have the right, at its option, to declare any
or all of the Debt, irrespective of the maturity date specified in the Note,

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<PAGE> 32
immediately due and payable and to otherwise exercise any of its other rights
and remedies contained in Article III hereof. If such acceleration is during
any period when a prepayment fee is payable pursuant to the provisions set
forth in the Note, then, in addition to all of the foregoing, such prepayment
fee shall also then be immediately due and payable to the same end as though
Grantor were prepaying the entire Debt on the date of such acceleration. For
the purposes of this Section: (i) in the event either Grantor or any of its
general partners is a corporation or trust, the sale, conveyance, transfer or
disposition of more than 25% of the issued and outstanding capital stock of
Grantor or any of its general partners or of the beneficial interest of such
trust (or the issuance of new shares of capital stock in Grantor or any of its
general partners so that immediately after such issuance the total capital
stock then issued and outstanding is more than 110% of the total immediately
prior to such issuance) shall be deemed to be a transfer of an interest in the
Trust Property; and (ii) in the event Grantor or any general partner of Grantor
is a limited or general partnership, a joint venture or a limited liability
company, a change in the ownership interests in any general partner, any joint
venturer or any member, either voluntarily, involuntarily or otherwise, or the
sale, conveyance, transfer, disposition, alienation, hypothecation or
encumbering of all or any portion of the interest of any such general partner,
joint venturer or member in Grantor or such general partner (whether in the
form of a beneficial or partnership interest or in the form of a power of
direction, control or management, or otherwise), shall be deemed to be a
transfer of an interest in the Trust Property. Notwithstanding the foregoing,
however, (i) limited partnership interests in Grantor or in any general partner
of Grantor shall be freely transferable without the consent of Beneficiary, and
(ii) any involuntary transfer caused by the death of Grantor or any general
partner, shareholder, joint venturer, or beneficial owner of a trust shall not
be a default under this Deed of Trust so long as Grantor is reconstituted, if
required, following such death and so long as those persons responsible for the
management of the Trust Property remain unchanged as a result of such death or
any replacement management is approved by Lender.

(b) Intentionally Deleted.

(c) Notwithstanding the foregoing provisions of this
Section, Beneficiary shall consent to a one time sale, conveyance or transfer
of the Trust Property in its entirety (hereinafter, "Sale") to any person or
entity provided that each of the following terms and conditions are satisfied:

(1) No default is then continuing hereunder or
under any of the other Loan Documents;

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(2) Grantor gives Beneficiary written notice of
the terms of such prospective Sale not less than sixty (60) days
before the date on which such Sale is scheduled to close and,
concurrently therewith, gives Beneficiary all such information
concerning the proposed transferee of the Trust Property (hereinafter,
"Buyer") as Beneficiary would require in evaluating an initial
extension of credit to a borrower and pays to Beneficiary a
non-refundable application fee in the amount of $5,000. Beneficiary
shall have the right to approve or disapprove the proposed Buyer. In
determining whether to give or withhold its approval of the proposed
Buyer, Beneficiary shall consider the Buyer's experience and track
record in owning and operating facilities similar to the Trust
Property, the Buyer's financial strength, the Buyer's general business
standing and the Buyer's relationships and experience with
contractors, vendors, tenants, lenders and other business entities;
provided, however, that, notwithstanding Beneficiary's agreement to
consider the foregoing factors in determining whether to give or
withhold such approval, such approval shall be given or withheld based
on what Beneficiary determines to be commercially reasonable in
Beneficiary's sole discretion and, if given, may be given subject to
such conditions as Beneficiary may deem appropriate;

(3) Grantor pays Beneficiary, concurrently with
the closing of such Sale, a non-refundable assumption fee in an amount
equal to all out-of-pocket costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred by Beneficiary in
connection with the Sale, plus an amount equal to one percent (1.0%)
of the then outstanding principal balance of the Note; provided,
however, that in the event Buyer is an Affiliate (as hereinafter
defined) of Grantor, Grantor shall not be obligated to pay such
assumption fee.

(4) The Buyer assumes and agrees to pay the Debt
subject to the provisions of Section 4.27 hereof and, prior to or
concurrently with the closing of such Sale, the Buyer executes,
without any cost or expense to Beneficiary, such documents and
agreements as Beneficiary shall reasonably require to evidence and
effectuate said assumption and delivers such legal opinions as
Beneficiary may require;

(5) Grantor and the Buyer execute, without any
cost or expense to Beneficiary, new financing statements or financing
statement amendments and any additional documents reasonably requested
by Beneficiary;

(6) Grantor delivers to Beneficiary, without any
cost or expense to Beneficiary, such endorsements to Beneficiary's
title insurance policy, hazard insurance

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endorsements or certificates and other similar materials as
Beneficiary may deem necessary at the time of the Sale, all in form
and substance satisfactory to Beneficiary, including, without
limitation, an endorsement or endorsements to Beneficiary's title
insurance policy insuring the lien of this Deed of Trust, extending
the effective date of such policy to the date of execution and
delivery (or, if later, of recording) of the assumption agreement
referenced above in subparagraph (4) of this Section, with no
additional exceptions added to such policy, and insuring that fee
simple title to the Trust Property is vested in the Buyer;

(7) Grantor executes and delivers to Beneficiary,
without any cost or expense to Beneficiary, a release of Beneficiary,
its officers, directors, employees and agents, from all claims and
liability relating to the transactions evidenced by the Loan
Documents, through and including the date of the closing of the Sale,
which agreement shall be in form and substance satisfactory to
Beneficiary and shall be binding upon the Buyer;

(8) Subject to the provisions of Section 4.27
hereof, such Sale is not construed so as to relieve Grantor of any
personal liability under the Note or any of the other Loan Documents
for any acts or events occurring or obligations arising prior to or
simultaneously with the closing of such Sale, and Grantor executes,
without any cost or expense to Beneficiary, such documents and
agreements as Beneficiary shall reasonably require to evidence and
effectuate the ratification of said personal liability; and

(9) Such Sale is not construed so as to relieve
any current guarantor or indemnitor of its obligations under any
guaranty or indemnity agreement executed in connection with the loan
secured hereby and each such current guarantor and indemnitor
executes, without any cost or expense to Beneficiary, such documents
and agreements as Beneficiary shall reasonably require to evidence and
effectuate the ratification of each such guaranty and indemnity
agreement, provided that if the Buyer or a party associated with the
Buyer approved by Beneficiary in its sole discretion assumes the
obligations of the current guarantor or indemnitor under its guaranty
or indemnity agreement and the Buyer or such party associated with the
Buyer, as applicable, executes, without any cost or expense to
Beneficiary, a new guaranty or indemnity agreement in form and
substance satisfactory to Beneficiary, then Beneficiary shall release
the current guarantor or indemnitor from all obligations arising under
its guaranty or indemnity agreement after the closing of such Sale.

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(10) For purposes of this Section 1.13, "Affiliate
shall mean with respect to any specified person or entity, any other
person or entity directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified person
or entity. For the purposes of this definition, "control" when, used
with respect to any specified person or entity, means the power to
direct the management and policies of such person or entity, directly
or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled"
have the meanings correlative to the foregoing.

1.14 Payment of Utilities, Assessments, Charges, Etc. Grantor
shall pay , or shall cause Tenant to pay, when due all utility charges which
are incurred by Grantor or which may become a charge or lien against any
portion of the Trust Property for gas, electricity, water and sewer services
furnished to the Premises and/or the Improvements and all other assessments or
charges of a similar nature, or assessments payable pursuant to any restrictive
covenants, whether public or private, affecting the Premises and/or the
Improvements or any portion thereof, whether or not such assessments or charges
are or may become liens thereon.

1.15 Access Privileges and Inspections. Beneficiary and the
agents, representatives and employees of Beneficiary shall, subject to the
rights of tenants, have full and free access to the Premises and the
Improvements and any other location where books and records concerning the
Trust Property are kept at all reasonable times for the purposes of inspecting
the Trust Property and of examining, copying and making extracts from the books
and records of Grantor relating to the Trust Property. Grantor shall lend
assistance to all such agents, representatives and employees of Beneficiary.

1.16 Waste; Alteration of Improvements. Grantor shall not commit,
suffer or permit any waste on the Trust Property nor take any actions that
might invalidate any insurance carried on the Trust Property. Grantor shall
maintain the Trust Property in good condition and repair. No part of the
Improvements may be removed, demolished or materially altered, without the
prior written consent of Beneficiary. Without the prior written consent of
Beneficiary, Grantor shall not commence construction of any improvements on
the Premises other than improvements required for the maintenance or repair of
the Trust Property.

1.17 Zoning. Without the prior written consent of Beneficiary,
Grantor shall not seek, make, suffer, consent to or acquiesce in any change in
the zoning or conditions of use of the Premises or the Improvements. Grantor
shall comply with and make all payments required under the provisions of any
covenants, conditions or restrictions affecting the Premises or the
Improvements. Grantor shall comply with all existing and future

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requirements of all governmental authorities having jurisdiction over the Trust
Property. Grantor shall keep all licenses, permits, franchises and other
approvals necessary for the operation of the Trust Property in full force and
effect. Grantor shall operate the Trust Property as a first-class hotel for so
long as the Debt is outstanding. If, under applicable zoning provisions, the
use of all or any part of the Premises or the Improvements is or becomes a
nonconforming use, Grantor shall not cause or permit such use to be
discontinued or abandoned without the prior written consent of Beneficiary.
Further, without Beneficiary's prior written consent, Grantor shall not file or
subject any part of the Premises or the Improvements to any declaration of
condominium or co-operative or convert any part of the Premises or the
Improvements to a condominium, co-operative or other form of multiple ownership
and governance.

1.18 Financial Statements and Books and Records. Grantor shall
keep accurate books and records of account of the Trust Property and its own
financial affairs sufficient to permit the preparation of financial statements
therefrom in accordance with generally accepted accounting principles.
Beneficiary and its duly authorized representatives shall have the right to
examine, copy and audit Grantor's records and books of account at all
reasonable times. So long as this Deed of Trust continues in effect, Grantor
shall provide to Beneficiary, in addition to any other financial statements
required hereunder or under any of the other Loan Documents, the following
financial statements and information, all of which must be certified to
Beneficiary as being true and correct by Grantor or the entity to which they
pertain, as applicable, and, with respect to the financial statements and
information set forth subsection (c) hereof, audited by an independent
certified public accountant, be prepared in accordance with generally accepted
accounting principles consistently applied and be in form and substance
acceptable to Beneficiary:

(a) copies of all tax returns filed by Grantor, within
thirty (30) days after the date of filing;

(b) quarterly operating statements for the Trust
Property, within twenty (20) days after the end of each fiscal quarter of
Grantor commencing with the first (1st) fiscal quarter following the date
hereof which outline financial results for the Trust Property during such
period and year-to-date, compared to the previous fiscal year and the annual
budget for the Trust Property;

(c) annual operating statements for the Trust Property
and annual financial statements for Grantor, each principal or general partner
in Grantor, and each indemnitor and guarantor under any indemnity or guaranty
executed in connection with the loan secured hereby, within ninety (90) days
after the end of each fiscal year;

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(d) monthly operating statements for the Trust Property
within twenty (20) days after the end of each of the first (1st) twelve (12)
calendar months following the date hereof;

(e) quarterly occupancy statements, including an average
daily rate and any and all franchise inspection reports received by Grantor
during the subject quarter which shall be delivered with the quarterly
operating statements required to be delivered pursuant to clause (b) above; and

(f) such other information with respect to the Trust
Property, Grantor, the principals or general partners in Grantor, and each
indemnitor and guarantor under any indemnity or guaranty executed in connection
with the loan secured hereby, which may be requested from time to time by
Beneficiary, within a reasonable time after the applicable request.

If any of the aforementioned materials are not furnished to
Beneficiary within the applicable time periods or Beneficiary is dissatisfied
with the contents of any of the foregoing, in addition to any other rights and
remedies of Beneficiary contained herein, Beneficiary shall have the right, but
not the obligation, to obtain the same by means of an audit by an independent
certified public accountant selected by Beneficiary, in which event Grantor
agrees to pay, or to reimburse Beneficiary for, any expense of such audit and
further agrees to provide all necessary information to said accountant and to
otherwise cooperate in the making of such audit.

1.19 Further Documentation. Grantor shall, on the request of
Beneficiary and at the expense of Grantor: (a) promptly correct any defect,
error or omission which may be discovered in the contents of this Deed of Trust
or in the contents of any of the other Loan Documents; (b) promptly execute,
acknowledge, deliver and record or file such further instruments (including,
without limitation, further mortgages, deeds of trust, security deeds, security
agreements, financing statements, continuation statements and assignments of
rents or leases) and promptly do such further acts as may be necessary,
desirable or proper to carry out more effectively the purposes of this Deed of
Trust and the other Loan Documents and to subject to the liens and security
interests hereof and thereof any property intended by the terms hereof and
thereof to be covered hereby and thereby, including specifically, but without
limitation, any renewals, additions, substitutions, replacements or
appurtenances to the Trust Property; (c) promptly execute, acknowledge,
deliver, procure and record or file any document or instrument (including
specifically any financing statement) deemed advisable by Beneficiary to
protect, continue or perfect the liens or the security interests hereunder
against the rights or interests of third persons; and (d) promptly furnish to
Beneficiary, upon Beneficiary's request, a duly acknowledged written statement
and estoppel certificate addressed to such party

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or parties as directed by Beneficiary and in form and substance supplied by
Beneficiary, setting forth all amounts due under the Note, stating whether any
event has occurred which, with the passage of time or the giving of notice or
both, would constitute an event of default hereunder, stating whether any
offsets or defenses exist against the Debt and containing such other matters as
Beneficiary may reasonably require.

1.20 Payment of Costs; Reimbursement to Beneficiary. Grantor shall
pay all costs and expenses of every character reasonably incurred in connection
with the closing of the loan evidenced by the Note and secured hereby or
otherwise attributable or chargeable to Grantor as the owner of the Trust
Property, including, without limitation, appraisal fees, recording fees,
documentary, stamp, mortgage or intangible taxes, brokerage fees and
commissions, title policy premiums and title search fees, uniform commercial
code/tax lien/litigation search fees, escrow fees and reasonable attorneys'
fees. If Grantor defaults in any such payment, which default is not cured
within any applicable grace or cure period, Beneficiary may pay the same and
Grantor shall reimburse Beneficiary on demand for all such costs and expenses
incurred or paid by Beneficiary, together with such interest thereon at the
Default Interest Rate from and after the date of Beneficiary's making such
payment until reimbursement thereof by Grantor. Any such sums disbursed by
Beneficiary, together with such interest thereon, shall be additional
indebtedness of Grantor secured by this Deed of Trust and by all of the other
Loan Documents securing all or any part of the Debt. Further, Grantor shall
promptly notify Beneficiary in writing of any litigation or threatened
litigation affecting the Trust Property, or any other demand or claim which, if
enforced, could impair or threaten to impair Beneficiary's security hereunder.
Without limiting or waiving any other rights and remedies of Beneficiary
hereunder, if Grantor fails to perform any of its covenants or agreements
contained in this Deed of Trust or in any of the other Loan Documents and such
failure is not cured within any applicable grace or cure period, or if any
action or proceeding of any kind (including, but not limited to, any
bankruptcy, insolvency, arrangement, reorganization or other debtor relief
proceeding) is commenced which might affect Beneficiary's interest in the Trust
Property or Beneficiary's right to enforce its security, then Beneficiary may,
at it option, with or without notice to Grantor, make any appearances, disburse
any sums and take any actions as may be necessary or desirable to protect or
enforce the security of this Deed of Trust or to remedy the failure of Grantor
to perform its covenants and agreements (without, however, waiving any default
of Grantor). Grantor agrees to pay on demand all expenses of Beneficiary or
Trustee incurred with respect to the foregoing (including, but not limited to,
fees and disbursements of counsel), together with interest thereon at the
Default Interest Rate from and after the date on which Beneficiary incurs such
expenses until reimbursement thereof by Grantor. Any such expenses

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so incurred by Beneficiary or Trustee, together with interest thereon as
provided above, shall be additional indebtedness of Grantor secured by this
Deed of Trust and by all of the other Loan Documents securing all or any part
of the Debt. The necessity for any such actions and of the amounts to be paid
shall be determined by Beneficiary in its discretion. Beneficiary is hereby
empowered to enter and to authorize others to enter upon the Trust Property or
any part thereof for the purpose of performing or observing any such defaulted
term, covenant or condition without thereby becoming liable to Grantor or any
person in possession holding under Grantor. Grantor hereby acknowledges and
agrees that the remedies set forth in this Section 1.20 shall be exercisable by
Beneficiary, and any and all payments made or costs or expenses incurred by
Beneficiary in connection therewith shall be secured hereby and shall be,
without demand, immediately repaid by Grantor with interest thereon at the
Default Interest Rate, notwithstanding the fact that such remedies were
exercised and such payments made and costs incurred by Beneficiary after the
filing by Grantor of a voluntary case or the filing against Grantor of an
involuntary case pursuant to or within the meaning of the Bankruptcy Reform Act
of 1978, as amended, Title 11 U.S.C., or after any similar action pursuant to
any other debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which
may be or become applicable to Grantor, Beneficiary, any guarantor or
indemnitor, the Debt or any of the Loan Documents. Grantor hereby indemnifies
and holds Beneficiary harmless from and against all loss, cost and expenses
with respect to any default hereof, any liens (i.e., judgments, mechanics' and
materialmen's liens, or otherwise), charges and encumbrances filed against the
Trust Property, and from any claims and demands for damages or injury,
including claims for property damage, personal injury or wrongful death,
arising out of or in connection with any accident or fire or other casualty on
the Premises or the Improvements or any nuisance made or suffered thereon,
except those that are due to Beneficiary's gross negligence or willful
misconduct, including, in any case, reasonable attorneys' fees, costs and
expenses as aforesaid, whether at pretrial, trial or appellate level, and such
indemnity shall survive payment in full of the Debt. This Section shall not be
construed to require Beneficiary to incur any expenses, make any appearances or
take any actions.

1.21 Security Interest. This Deed of Trust is also intended to
encumber and create a security interest in, and Grantor hereby grants to
Beneficiary a security interest in all sums on deposit with Beneficiary
pursuant to the provisions of Section 1.6 and Section 1.7 hereof or any other
Section hereof and all fixtures, chattels, accounts, rents, equipment,
inventory, contract rights, general intangibles, goods, chattels and other
personal property included within the Trust Property, all renewals,
replacements of any of the aforementioned items, or articles in substitution

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therefor or in addition thereto or the proceeds thereof (said property is
hereinafter referred to collectively as the "Collateral"), whether or not the
same shall be attached to the Premises or the Improvements in any manner. It
is hereby agreed that to the extent permitted by law, all of the foregoing
property is to be deemed and held to be a part of and affixed to the Premises
and the Improvements. The foregoing security interest shall also cover
Grantor's leasehold interest in any of the foregoing property which is leased
by Grantor. Notwithstanding the foregoing, all of the foregoing property shall
be owned by Grantor and no leasing or installment sales or other financing or
title retention agreement in connection therewith shall be permitted without
the prior written approval of Beneficiary. Grantor shall, from time to time
upon the request of Beneficiary, supply Beneficiary with a current inventory of
all of the property in which Beneficiary is granted a security interest
hereunder, in such detail as Beneficiary may require. Grantor shall promptly
replace all of the Collateral subject to the lien or security interest of this
Deed of Trust when worn or obsolete with Collateral comparable to the worn out
or obsolete Collateral when new and will not, without the prior written consent
of Beneficiary, remove from the Premises or the Improvements any of the
Collateral subject to the lien or security interest of this Deed of Trust
except such as is replaced by an article of equal suitability and value as
above provided, owned by Grantor free and clear of any lien or security
interest except that created by this Deed of Trust and the other Loan
Documents. All of the Collateral shall be kept at the location of the Premises
except as otherwise required by the terms of the Loan Documents. Grantor shall
not use any of the Collateral in violation of any applicable statute, ordinance
or insurance policy.

1.22 Security Agreement. This Deed of Trust constitutes a security
agreement between Grantor and Beneficiary with respect to the Collateral in
which Beneficiary is granted a security interest hereunder, and, cumulative of
all other rights and remedies of Beneficiary hereunder, Beneficiary shall have
all of the rights and remedies of a secured party under any applicable Uniform
Commercial Code. Grantor hereby agrees to execute and deliver on demand and
hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of
Grantor to execute and deliver and, if appropriate, to file with the
appropriate filing officer or office such security agreements, financing
statements, continuation statements or other instruments as Beneficiary may
request or require in order to impose, perfect or continue the perfection of
the lien or security interest created hereby. Except with respect to Rents to
the extent specifically provided herein to the contrary, Beneficiary shall have
the right of possession of all cash, securities, instruments, negotiable
instruments, documents, certificates and any other evidences of cash or other
property or evidences of rights to cash rather than property, which are now or

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hereafter a part of the Trust Property, and Grantor shall promptly deliver the
same to Beneficiary, endorsed to Beneficiary, without further notice from
Beneficiary. Grantor agrees to furnish Beneficiary with notice of any change
in the name, identity, corporate structure, residence, or principal place of
business or mailing address of Grantor within ten (10) days of the effective
date of any such change. Upon the occurrence of any default hereunder not
cured within any applicable grace or cure period, Beneficiary shall have the
rights and remedies as prescribed in this Deed of Trust, or as prescribed by
general law, or as prescribed by any applicable Uniform Commercial Code, all at
Beneficiary's election. Any disposition of the Collateral may be conducted by
an employee or agent of Beneficiary. Any person, including both Grantor and
Beneficiary, shall be eligible to purchase any part or all of the Collateral at
any such disposition. Expenses of retaking, holding, preparing for sale,
selling or the like (including, without limitation, Beneficiary's reasonable
attorneys' fees and legal expenses), together with interest thereon at the
Default Interest Rate from the date incurred by Beneficiary until actually paid
by Grantor, shall be paid by Grantor on demand and shall be secured by this
Deed of Trust and by all of the other Loan Documents securing all or any part
of the Debt. Beneficiary shall have the right to enter upon the Premises and
the Improvements or any real property where any of the property which is the
subject of the security interest granted herein is located to take possession
of, assemble and collect the same or to render it unusable, or Grantor, upon
demand of Beneficiary, shall assemble such property and make it available to
Beneficiary at the Premises, or at a place which is hereby deemed to be
reasonably convenient to Beneficiary and Grantor. If notice is required by
law, Beneficiary shall give Grantor at least ten (10) days' prior written
notice of the time and place of any public sale of such property, or
adjournments thereof, or of the time of or after which any private sale or any
other intended disposition thereof is to be made, and if such notice is sent to
Grantor, as the same is provided for the mailing of notices herein, it is
hereby deemed that such notice shall be and is reasonable notice to Grantor.
No such notice is necessary for any such property which is perishable,
threatens to decline speedily in value or is of a type customarily sold on a
recognized market. Any sale made pursuant to the provisions of this Section
shall be deemed to have been a public sale conducted in a commercially
reasonable manner if held contemporaneously with the foreclosure sale as
provided in Section 3.1(e) hereof upon giving the same notice with respect to
the sale of the Trust Property hereunder as is required under said Section
3.1(e). Furthermore, to the extent permitted by law, in conjunction with, in
addition to or in substitution for the rights and remedies available to
Beneficiary pursuant to any applicable Uniform Commercial Code:

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(a) In the event of a foreclosure sale, whether made by
the Trustee under the terms hereby or under judgment of a court, the Trust
Property may, at the option of Beneficiary, be sold as a whole; and

(b) It shall not be necessary that Beneficiary take
possession of the aforementioned Collateral, or any part thereof, prior to the
time that any sale pursuant to the provisions of this Section is conducted and
it shall not be necessary that said Collateral, or any part thereof, be present
at the location of such sale; and

(c) Beneficiary may appoint or delegate any one or more
persons as agent to perform any act or acts necessary or incident to any sale
held by Beneficiary, including the sending of notices and the conduct of the
sale, but in the name and on behalf of Beneficiary.

The name and address of Grantor (as Debtor under any applicable Uniform
Commercial Code) are:

CROSSHOST, INC.
14800 Quorum Drive, Suite 510
Dallas, Texas 75240

The name and address of Beneficiary (as Secured Party under any applicable
Uniform Commercial Code) are:

CS FIRST BOSTON MORTGAGE CAPITAL CORP.
55 East 52nd Street
New York, New York 10055-0186

1.23 Easements and Rights-of-Way. Grantor shall not grant any
easement or right-of-way with respect to all or any portion of the Premises or
the Improvements without the prior written consent of Beneficiary. The
purchaser at any foreclosure sale hereunder may, at its discretion, disaffirm
any easement or right-of-way granted in violation of any of the provisions of
this Deed of Trust and may take immediate possession of the Trust Property free
from, and despite the terms of, such grant of easement or right-of-way. If
Beneficiary consents to the grant of an easement or right-of-way, Beneficiary
agrees to grant such consent without charge to Grantor other than expenses,
including, without limitation, reasonable attorneys' fees, incurred by
Beneficiary in the review of Grantor's request and in the preparation of
documents effecting the subordination.

1.24 Compliance with Laws. Grantor shall at all times comply with
all statutes, ordinances, regulations and other governmental or
quasi-governmental requirements and private covenants now or hereafter relating
to the ownership, construction, use or operation

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of the Trust Property, including, but not limited to, those concerning
employment and compensation of persons engaged in operation and maintenance of
the Trust Property and any environmental or ecological requirements, even if
such compliance shall require structural changes to the Trust Property;
provided, however, that, Grantor may, upon providing Beneficiary with security
satisfactory to Beneficiary, proceed diligently and in good faith to contest
the validity or applicability of any such statute, ordinance, regulation or
requirement so long as during such contest the Trust Property shall not be
subject to any lien, charge, fine or other liability and shall not be in danger
of being forfeited, lost or closed. Grantor shall not use or occupy, or allow
the use or occupancy of, the Trust Property in any manner which violates any
lease of or any other agreement applicable to the Trust Property or any
applicable law, rule, regulation or order or which constitutes a public or
private nuisance or which makes void, voidable or cancelable, or increases the
premium of, any insurance then in force with respect thereto.

1.25 Additional Taxes. In the event of the enactment after this
date of any law of the state in which the Trust Property is located or of any
other governmental entity deducting from the value of the Trust Property for
the purpose of taxing any lien or security interest thereon, or imposing upon
Beneficiary the payment of the whole or any part of the taxes or assessments or
charges or liens herein required to be paid by Grantor, or changing in any way
the laws relating to the taxation of deeds of trust, mortgages or security
agreements or debts secured by deeds of trust, mortgages or security agreements
or the interest of the beneficiary, mortgagee or secured party in the property
covered thereby, or the manner of collection of such taxes, so as to adversely
affect this Deed of Trust or the Debt or Beneficiary, then, and in any such
event, Grantor, upon demand by Beneficiary, shall pay such taxes, assessments,
charges or liens, or reimburse Beneficiary therefor; provided, however, that if
in the opinion of counsel for Beneficiary (a) it might be unlawful to require
Grantor to make such payment, or (b) the making of such payment might result in
the imposition of interest beyond the maximum amount permitted by law, then and
in either such event, Beneficiary may elect, by notice in writing given to
Grantor, to declare all of the Debt to be and become due and payable in full
thirty (30) days from the giving of such notice.

1.26 Secured Indebtedness. It is understood and agreed that this
Deed of Trust shall secure payment of not only the Debt but also any and all
substitutions, replacements, renewals and extensions of the Note, any and all
indebtedness and obligations arising pursuant to the terms hereof and any and
all indebtedness and obligations arising pursuant to the terms of any of the
other Loan Documents, all of which indebtedness is equally secured with and has
the same priority as any amounts advanced as of the date

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hereof. It is agreed that any future advances made by Beneficiary to or for
the benefit of Grantor from time to time under this Deed of Trust or the other
Loan Documents and whether or not such advances are obligatory or are made at
the option of Beneficiary, or otherwise, made for any purpose, within twenty
(20) years from the date hereof, and all interest accruing thereon, shall be
equally secured by this Deed of Trust and shall have the same priority as all
amounts, if any, advanced as of the date hereof and shall be subject to all of
the terms and provisions of this Deed of Trust.

1.27 Grantor's Waivers. To the full extent permitted by law,
Grantor agrees that Grantor shall not at any time insist upon, plead, claim or
take the benefit or advantage of any law now or hereafter in force providing
for any appraisement, valuation, stay, moratorium, extension, or redemption, or
any law now or hereafter in force providing for the reinstatement of the Debt
prior to any sale of the Trust Property to be made pursuant to any provisions
contained herein or prior to the entering of any decree, judgment or order of
any court of competent jurisdiction, or any right under any statute to redeem
all or any part of the Trust Property so sold. Grantor, for Grantor and
Grantor's successors and assigns, and for any and all persons ever claiming any
interest in the Trust Property, to the full extent permitted by law, hereby
knowingly, intentionally and voluntarily with and upon the advice of competent
counsel: (a) waives, releases, relinquishes and forever forgoes all rights of
valuation, appraisement, stay of execution, reinstatement and notice of
election or intention to mature or declare due the Debt (except such notices as
are specifically provided for herein); (b) waives, releases, relinquishes and
forever forgoes all right to a marshalling of the assets of Grantor, including
the Trust Property, to a sale in the inverse order of alienation, or to direct
the order in which any of the Trust Property shall be sold in the event of
foreclosure of the liens and security interests hereby created and agrees that
any court having jurisdiction to foreclose such liens and security interests
may order the Trust Property sold as an entirety; and (c) waives, releases,
relinquishes and forever forgoes all rights and periods of redemption provided
under applicable law. To the full extent permitted by law, Grantor shall not
have or assert any right under any statute or rule of law pertaining to the
exemption of homestead or other exemption under any federal, state or local law
now or hereafter in effect, the administration of estates of decedents or other
matters whatever to defeat, reduce or affect the right of Beneficiary under the
terms of this Deed of Trust to a sale of the Trust Property, for the collection
of the Debt without any prior or different resort for collection, or the right
of Beneficiary under the terms of this Deed of Trust to the payment of the Debt
out of the proceeds of sale of the Trust Property in preference to every other
claimant whatever. Furthermore, Grantor hereby knowingly, intentionally and
voluntarily, with and upon the

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advice of competent counsel, waives, releases, relinquishes and forever forgoes
all present and future statutes of limitations as a defense to any action to
enforce the provisions of this Deed of Trust or to collect any of the Debt to
the fullest extent permitted by law. Grantor covenants and agrees that upon
the commencement of a voluntary or involuntary bankruptcy proceeding by or
against Grantor, Grantor shall not seek a supplemental stay or otherwise shall
not seek pursuant to 11 U.S.C. Section 105 or any other provision of the
Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law
(whether statutory, common law, case law, or otherwise) of any jurisdiction
whatsoever, now or hereafter in effect, which may be or become applicable, to
stay, interdict, condition, reduce or inhibit the ability of Beneficiary to
enforce any rights of Beneficiary against any guarantor or indemnitor of the
secured obligations or any other party liable with respect thereto by virtue of
any indemnity, guaranty or otherwise.

1.28 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, (I) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE
PREMISES IS LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING
FROM OR RELATING TO THE NOTE, THIS DEED OF TRUST OR ANY OTHER OF THE LOAN
DOCUMENTS, (II) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY
IN WHICH THE PREMISES IS LOCATED, (III) SUBMITS TO THE JURISDICTION OF SUCH
COURTS, AND (IV) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL
NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN
SHALL AFFECT THE RIGHT OF BENEFICIARY TO BRING ANY ACTION, SUIT OR PROCEEDING
IN ANY OTHER FORUM). GRANTOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE
GRANTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION 4.5 HEREOF, AND
CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID
AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR
EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

(b) GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING
TO THE DEBT OR ANY CONDUCT, ACT OR OMISSION OF BENEFICIARY OR GRANTOR, OR ANY
OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR
ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH BENEFICIARY OR GRANTOR, IN EACH
OR THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

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1.29 Contractual Statute of Limitations. Grantor hereby agrees
that any claim or cause of action by Grantor against Beneficiary, or any of
Beneficiary's directors, officers, employees, agents, accountants or attorneys,
based upon, arising from or relating to the Debt, or any other matter, cause or
thing whatsoever, whether or not relating thereto, occurred, done, omitted or
suffered to be done by Beneficiary or by Beneficiary's directors, officers,
employees, agents, accountants or attorneys, whether sounding in contract or in
tort or otherwise, shall be barred unless asserted by Grantor by the
commencement of an action or proceeding in a court of competent jurisdiction by
the filing of a complaint within one (1) year after Grantor first acquires or
reasonably should have acquired knowledge of the first act, occurrence or
omission upon which such claim or cause of action, or any part thereof, is
based and service of a summons and compliant on an officer of Beneficiary or
any other person authorized to accept service of process on behalf of
Beneficiary, within thirty (30) days thereafter. Grantor agrees that such one
(1) year period of time is reasonable and sufficient time for a borrower to
investigate and act upon any such claim or cause of action. The one (1) year
period provided herein shall not be waived, tolled or extended except by the
specific written agreement of Beneficiary. This provision shall survive any
termination of this Deed of Trust or any of the other Loan Documents.

1.30 Management. The management of the Trust Property shall be by
either: (a) Grantor or an entity affiliated with Grantor approved by
Beneficiary for so long as Grantor or said affiliated entity is managing the
Trust Property in a first class manner; or (b) a professional property
management company approved by Beneficiary; or (c) Tenant pursuant to the terms
of the Crossroads Lease. Such management by an affiliated entity or a
professional property management company shall be pursuant to a written
agreement approved by Beneficiary. In the event of default hereunder or under
any management contract then in effect, which default is not cured within any
applicable grace or cure period, Beneficiary shall have the right to terminate,
or to direct Grantor to terminate, such management contract upon thirty (30)
days' notice and to retain, or to direct Grantor to retain, a new management
agent approved by Beneficiary. All Rents generated by or derived from the
Trust Property shall first be utilized solely for current expenses directly
attributable to the ownership and operation of the Trust Property, including,
without limitation, current expenses relating to Grantor's liabilities and
obligations with respect to this Deed of Trust and the other Loan Documents,
and none of the Rents generated by or derived from the Trust Property shall be
diverted by Grantor and utilized for any other purposes unless all such current
expenses attributable to the ownership and operation of the Trust Property have
been fully paid and satisfied.

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1.31 Hazardous Waste and Other Substances.

(a) Grantor hereby represents and warrants to Beneficiary
that, as of the date hereof: (i) to the best of Grantor's knowledge,
information and belief, the Trust Property is not in direct or indirect
violation of any local, state or federal law, rule or regulation pertaining to
environmental regulation, contamination or clean-up (collectively,
"Environmental Statutes"), including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 et seq. and 40 CFR Section 302.1 et seq.), the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), The
Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq. and 40 CFR
Section 116.1 et seq.), and the Hazardous Materials Transportation Act (49
U.S.C. Section 1801 et seq.), and the regulations promulgated pursuant to said
laws, all as amended; (ii) no hazardous, toxic or harmful substances, wastes,
materials, pollutants or contaminants (including, without limitation, asbestos,
polychlorinated biphenyls, petroleum products, flammable explosives,
radioactive materials, infectious substances or raw materials which include
hazardous constituents) or any other substances or materials which are included
under or regulated by Environmental Statutes (collectively, "Hazardous
Materials") are located on or have been handled, generated, stored, processed
or disposed of on or released or discharged from the Trust Property (including
underground contamination), except for those substances used by Grantor in the
ordinary course of its business and in compliance with all Environmental
Statutes; (iii) the Trust Property is not subject to any private or
governmental lien or judicial or administrative notice or action relating to
Hazardous Materials; (iv) there are no existing or closed underground storage
tanks or other underground storage receptacles for Hazardous Materials on the
Trust Property; (v) Grantor has received no notice of, and to the best of
Grantor's knowledge and belief, there exists no investigation, action,
proceeding or claim by any agency, authority or unit of government or by any
third party which could result in any liability, penalty, sanction or judgment
under any Environmental Statutes with respect to any condition, use or
operation of the Trust Property, nor does Grantor know of any basis for such a
claim; and (vi) Grantor has received no notice of and, to the best of Grantor's
knowledge and belief, there has been no claim by any party that any use,
operation or condition of the Trust Property has caused any nuisance or any
other liability or adverse condition on any other property, nor does Grantor
know of any basis for such a claim.

(b) Grantor shall keep or cause the Trust Property to be
kept free from Hazardous Materials (except those substances used by Grantor in
the ordinary course of its business and in compliance with all Environmental
Statutes) and in compliance with all Environmental Statutes, shall not install
or use any underground storage tanks, shall expressly prohibit the use,
generation,

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handling, storage, production, processing and disposal of Hazardous Materials
by all tenants of space in the Improvements, and, without limiting the
generality of the foregoing, during the term of this Deed of Trust, shall not
install in the Improvements or permit to be installed in the Improvements
asbestos or any substance containing asbestos.

(c) Grantor shall promptly notify Beneficiary if Grantor
shall become aware of the possible existence of any Hazardous Materials on the
Trust Property or if Grantor shall become aware that the Trust Property is or
may be in direct or indirect violation of any Environmental Statutes. Further,
immediately upon receipt of the same, Grantor shall deliver to Beneficiary
copies of any and all orders, notices, permits, applications, reports, and
other communications, documents and instruments pertaining to the actual,
alleged or potential presence or existence of any Hazardous Materials at, on,
about, under, within, near or in connection with the Trust Property. Grantor
shall, promptly and when and as required by Beneficiary, at Grantor's sole cost
and expense, take all actions as shall be necessary or advisable, in
Beneficiary's discretion, for the clean-up of any and all portions of the Trust
Property or other affected property, including, without limitation, all
investigative, monitoring, removal, containment and remedial actions in
accordance with all applicable Environmental Statutes (and in all events in a
manner satisfactory to Beneficiary) and shall further pay or cause to be paid,
at no expense to Beneficiary, all clean-up, administrative and enforcement
costs of applicable governmental agencies which may be asserted against the
Trust Property. In the event Grantor fails to do so, Beneficiary may, but
shall not be obligated to, cause the Trust Property or other affected property
to be freed from any Hazardous Materials or otherwise brought into conformance
with Environmental Statutes and any and all costs and expenses incurred by
Beneficiary in connection therewith, together with interest thereon at the
Default Interest Rate from the date incurred by Beneficiary until actually paid
by Grantor, shall be immediately paid by Grantor on demand and shall be secured
by this Deed of Trust and by all of the other Loan Documents securing all or
any part of the Debt. Grantor hereby grants to Beneficiary and its agents and
employees access to the Trust Property and a license to remove any items deemed
by Beneficiary to be Hazardous Materials and to do all things Beneficiary shall
deem necessary to bring the Trust Property in conformance with Environmental
Statutes. Grantor covenants and agrees, at Grantor's sole cost and expense, to
indemnify, defend (at trial and appellate levels, and with attorneys,
consultants and experts acceptable to Beneficiary), and hold Beneficiary
harmless from and against any and all liens, damages, losses, liabilities,
obligations, settlement payments, penalties, assessments, citations,
directives, claims, litigation, demands, defenses, judgments, suits,
proceedings, costs, disbursements or expenses of any kind or of any nature
whatsoever (including, without

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limitation, reasonable attorneys', consultants' and experts' fees and
disbursements actually incurred in investigating, defending, settling or
prosecuting any claim, litigation or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against Beneficiary or the
Trust Property, and arising directly or indirectly from or out of: (i) the
presence, release or threat of release of any Hazardous Materials on, in, under
or affecting all or any portion of the Trust Property or any surrounding areas,
regardless of whether or not caused by or within the control of Grantor; (ii)
the violation of any Environmental Statutes relating to or affecting the Trust
Property, whether or not caused by or within the control of Grantor; (iii) the
failure by Grantor to comply fully with the terms and conditions of this
Section 1.31; (iv) the breach of any representation or warranty contained in
this Section 1.31; or (v) the enforcement of this Section 1.31, including,
without limitation, the cost of assessment, containment and/or removal of any
and all Hazardous Materials from all or any portion of the Trust Property or
any surrounding areas, the cost of any actions taken in response to the
presence, release or threat of release of any Hazardous Materials on, in, under
or affecting any portion of the Trust Property or any surrounding areas to
prevent or minimize such release or threat of release so that it does not
migrate or otherwise cause or threaten danger to present or future public
health, safety, welfare or the environment, and costs incurred to comply with
the Environmental Statutes in connection with all or any portion of the Trust
Property or any surrounding areas. The indemnity set forth in this Section
1.31(c) shall also include any diminution in the value of the security afforded
by the Trust Property or any future reduction in the sales price of the Trust
Property by reason of any matter set forth in this Section 1.31(c).
Beneficiary's rights under this Section shall survive payment in full of the
Debt and shall be in addition to all other rights of Beneficiary under this
Deed of Trust, the Note and the other Loan Documents.

(d) Upon Beneficiary's request, at any time after the
occurrence of a default hereunder or at such other time as Beneficiary has
reasonable grounds to believe that Hazardous Materials are or have been
released, stored or disposed of on the Trust Property, or on property
contiguous with the Trust Property, or that the Trust Property may be in
violation of the Environmental Statutes, Grantor shall provide, at Grantor's
sole cost and expense, an inspection or audit of the Trust Property prepared by
a hydrogeologist or environmental engineer or other appropriate consultant
approved by Beneficiary indicating the presence or absence of Hazardous
Materials on the Trust Property or an inspection or audit of the Improvements
prepared by an engineering or consulting firm approved by Beneficiary
indicating the presence or absence of friable asbestos or substances containing
asbestos on the Trust Property. If Grantor fails to provide such inspection or
audit within thirty (30) days after such request, Beneficiary may

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order the same, and Grantor hereby grants to Beneficiary and its employees and
agents access to the Trust Property and a license to undertake such inspection
or audit. The cost of such inspection or audit, together with interest thereon
at the Default Interest Rate from the date incurred by Beneficiary until
actually paid by Grantor, shall be immediately paid by Grantor on demand and
shall be secured by this Deed of Trust and by all of the other Loan Documents
securing all or any part of the Debt.

(e) Without limiting the foregoing, Grantor shall
establish and comply with an operations and maintenance program, in form and
substance acceptable to Beneficiary, for the Trust Property prepared by an
environmental consultant acceptable to Beneficiary, which program shall address
any Hazardous Materials that may now or in the future be detected on the Trust
Property. Without limiting the generality of the preceding sentence,
Beneficiary may require (i) periodic notices or reports to Beneficiary in form,
substance and at such intervals as Beneficiary may specify, (ii) an amendment
to such operations and maintenance program to address changing circumstances,
laws or other matters, (iii) at Beneficiary's sole expense, supplemental
examination of the Trust Property by consultants specified by Beneficiary, and
(iv) variation of the operations and maintenance program in response to the
reports provided by any such consultants.

1.32 Indemnification; Subrogation.

(a) Grantor shall indemnify, defend and hold Beneficiary
harmless against: (i) any and all claims for brokerage, leasing, finders or
similar fees which may be made relating to the Trust Property or the Debt, and
(ii) any and all liability, obligations, losses, damages, penalties, claims,
actions, suits, costs and expenses (including Beneficiary's reasonable
attorneys' fees, together with reasonable appellate counsel fees, if any) of
whatever kind or nature which may be asserted against, imposed on or incurred
by Beneficiary in connection with the Debt, this Deed of Trust, the Trust
Property, or any part thereof, or the exercise by Beneficiary of any rights or
remedies granted to it under this Deed of Trust; provided, however, that
nothing herein shall be construed to obligate Grantor to indemnify, defend and
hold harmless Beneficiary from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs and
expenses enacted against, imposed on or incurred by Beneficiary by reason of
Beneficiary's willful misconduct or gross negligence.

(b) If Beneficiary is made a party defendant to any
litigation or any claim is threatened or brought against Beneficiary concerning
the Debt, this Deed of Trust, the Trust Property, or any part thereof, or any
interest therein, or the construction, maintenance, operation or occupancy or
use thereof,

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then Grantor shall indemnify, defend and hold Beneficiary harmless from and
against all liability by reason of said litigation or claims, including
reasonable attorneys' fees (together with reasonable appellate counsel fees, if
any) and expenses incurred by Beneficiary in any such litigation or claim,
whether or not any such litigation or claim is prosecuted to judgment. If
Beneficiary commences an action against Grantor to enforce any of the terms
hereof or to prosecute any breach by Grantor of any of the terms hereof or to
recover any sum secured hereby, Grantor shall pay to Beneficiary its reasonable
attorneys' fees (together with reasonable appellate counsel, fees, if any) and
expenses. The right to such attorneys' fees (together with reasonable
appellate counsel fees, if any) and expenses shall be deemed to have accrued on
the commencement of such action, and shall be enforceable whether or not such
action is prosecuted to judgment. If Grantor breaches any term of this Deed of
Trust, Beneficiary may engage the services of an attorney or attorneys to
protect its rights hereunder, and in the event of such engagement following any
breach by Grantor, Grantor shall pay Lender reasonable attorneys' fees
(together with reasonable appellate counsel fees, if any) and expenses incurred
by Beneficiary, whether or not an action is actually commenced against Grantor
by reason of such breach. All references to "attorneys" in this Subsection and
elsewhere in this Deed of Trust shall include, without limitation, any attorney
or law firm engaged by Beneficiary and Beneficiary's in-house counsel, and all
references to "fees and expenses" in this Subsection and elsewhere in this Deed
of Trust shall include, without limitation, any fees of such attorney or law
firm and any allocation charges and allocation costs of Beneficiary's in-house
counsel.

(c) A waiver of subrogation shall be obtained by Grantor
from its insurance carrier and, consequently, Grantor waives any and all right
to claim or recover against Beneficiary, its officers, employees, agents and
representatives, for loss of or damage to Grantor, the Trust Property,
Grantor's property or the property of others under Grantor's control from any
cause insured against or required to be insured against by the provisions of
this Deed of Trust.

1.33 Covenants with Respect to Indebtedness, Operations,
Fundamental Changes of Grantor. Grantor hereby represents, warrants and
covenants as of the date hereof and until such time as the Debt is paid in
full, that Grantor:

(a) will not dissolve or terminate or materially amend
the terms of its certificate of incorporation, partnership agreement or
operating agreement;

(b) will not enter into any transaction of merger or
consolidation, or liquidate or dissolve (or suffer any liquidation or
dissolution), or acquire by purchase or otherwise all or

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substantially all the business or assets of, or any stock or other evidence of
beneficial ownership of any entity;

(c) has not and will not guarantee or otherwise become
liable on or in connection with any obligation of any other person or entity;

(d) does not own and will not own any encumbered asset
other than (i) the Trust Property or Cross- collateralized Properties, and (ii)
incidental personal property necessary for the operation of the Trust Property
or Cross-collateralized Properties;

(e) is not engaged and will not engage, either directly
or indirectly, in any business other than the ownership, management and
operation of the Trust Property Cross-collateralized Properties;

(f) will not enter into any contract or agreement with
any general partner, principal, affiliate or member of Grantor, as applicable,
or any affiliate of any general partner, principal or member of Grantor, except
upon terms and conditions that are intrinsically fair and substantially similar
to those that would be available on an arms-length basis with third parties
other than an affiliate;

(g) has not incurred and will not incur any debt, secured
or unsecured, direct or contingent (including guaranteeing any obligation),
other than (i) the Debt, and (ii) affiliate advances or trade payables or
accrued expenses incurred in the ordinary course of business of operating the
Trust Property; no other debt may be secured (senior, subordinate or pari
passu) by the Trust Property;

(h) has not made and will not make any loans or advances
to any third party (including any affiliate);

(i) is and will be solvent and pay its debts from its
assets as the same shall become due;

(k) will conduct and operate its business as presently
conducted and operated;

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(l) will maintain books and records and bank accounts
separate from those of its affiliates, including, without limitation, its
general partners and members;

(n) will file its own tax returns;

(o) will maintain adequate capital for the normal
obligations reasonably foreseeable in a business of its size and character and
in light of its contemplated business operations;

(p) will not seek the dissolution or winding up, in whole
or in part, of Grantor;

(q) will not commingle the funds and other assets of
Grantor with those of any general partner, member, affiliate, principal or any
other person;

(r) has and will maintain its assets in such a manner
that it is not costly or difficult to segregate, ascertain or identify its
individual assets from those of any affiliate or any other person; and

(s) does not and will not hold itself out to be
responsible for the debts or obligations of any other person.

1.34 INTENTIONALLY OMITTED.

1.35 Repayment Fee. Borrower shall pay to Lender a repayment fee
(the "Repayment Fee") of (a) one percent (1%) of the amount due under the Note
if any Cross-collateralized Property is, individually or collectively,
refinanced with an entity other than Beneficiary. Such fee shall not be
payable to Beneficiary in the event that all or a portion of the amount due
under the Note is repaid with the proceeds of an initial public offering or
other equity placement (including the sale of a Cross-collateralized Property).

1.36 Release of Trust Property. If Grantor makes a prepayment
pursuant to the terms of the Note or if Beneficiary applies proceeds from
condemnation or casualty from the Trust Property ("Loss Proceeds") towards the
repayment of the Debt, Beneficiary shall, promptly upon satisfaction of all the
following terms and conditions execute, acknowledge and deliver to Grantor a
release of this Deed of Trust (a "Release") in recordable form with respect to
the Trust Property provided that:

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<PAGE> 54
(a) Beneficiary shall have received on the date proposed
for such prepayment (the "Prepayment Date") an amount equal to the sum of one
hundred percent (125%) of the Allocated Loan Amount (the "Release Price");

(b) In the event of a prepayment pursuant to the terms of
the Note (except for prepayments which are made contemporaneously with the
application of Loss Proceeds towards the payment of the Debt where such Loss
Proceeds constitute at least fifty percent (50%) of the Release Price),
Beneficiary shall have received from Grantor evidence in form and substance
satisfactory to Beneficiary that: the pro forma Aggregate Debt Service Coverage
of all Cross-collateralized Properties immediately following the Release is at
least equal to the greater of (A) Aggregate Debt Service Coverage immediately
prior to effecting such Release, or (B) the Aggregate Debt Service Coverage as
of the date of this Deed of Trust; and (ii) the ratio of the Debt following the
prepayment to the fair market value of all of the Cross-collateralized
Properties immediately following the Release does not exceed the lesser of (A)
the ratio in effect immediately prior to such prepayment and Release or (B) the
ratio in effect as of the date of this Deed of Trust, all accompanied by an
Officer's Certificate stating that the statements, calculations and information
comprising such evidence are true, correct and complete in all respects; and

(iii) Grantor shall, at its sole expense, prepare any and all
documents and instruments necessary to effect the Release, all of which shall
be subject to the reasonable approval of Beneficiary, and Grantor shall pay all
costs reasonably incurred by Beneficiary (including, but not limited to,
reasonable attorneys' fees and disbursements, title search costs or endorsement
premiums) in connection with the review, execution and delivery of the Release.

For purposes of this Deed of Trust, Allocated Loan Amount shall mean
amount set forth on Exhibit C herein. "Aggregate Debt Service Coverage" shall
mean the quotient obtained by dividing the aggregate Net Operating Income for
all of the Cross-collateralized Properties for the specified period by the
aggregate payments of interest and principal (not including the amount of
principal payable upon Maturity) due for such specified period under the Note
(determined as of the date the calculation of Aggregate Debt Service Coverage
is required or requested hereunder). "Net Operating Income" shall mean
Operating Income (as hereinafter defined) less Operating Expenses (as
hereinafter defined). "Operating Expenses" shall mean, in accordance with
generally accepted accounting principles consistently applied in the United
States of America ("GAAP"), all expenses paid or incurred and directly
attributable to the operation, repair and/or maintenance of the Trust Property
and the Cross-collateralized Property including, without limitation, any
expenses for reimbursements

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received, taxes and impositions, insurance premiums, costs attributable to the
operation, repair and maintenance of the systems for heating, ventilating and
air conditioning the Improvements and management and franchise fees (which fees
shall in no event be deemed to be less than an amount equal to eight percent
(8%) of Operating Income (as defined herein)). Operating Expenses shall not
include interest, principal and premium if any, due under the Note or otherwise
in connection with the Debt income taxes, costs of improvements or repairs
which may be capitalized in accordance with GAAP, or any non-cash charge or
expense such as depreciation. "Operating Income" shall mean, in accordance
with GAAP, all revenue derived or accrued from all sources by Grantor arising
from the Trust Property and the Cross-collateralized Property including,
without limitation, rental revenues (whether denominated as basic rent,
otherwise and including only that which is actually due and payable in such
fiscal year portion thereof) and other fees and charges payable pursuant to
Leases or otherwise in connection with the Trust Property, and rent insurance
proceeds, in each case as determined in accordance with GAAP. Operating Income
shall not include (a) insurance proceeds (other than proceeds of business
interruption or other similar insurance allocable to the applicable period) and
condemnation awards (other than awards arising from a temporary taking or the
use and occupancy of all or part of the applicable Trust Property allocable to
the applicable period), or interest accrued on such proceeds or awards, (b)
proceeds of any financing, (c) proceeds of any sale, exchange or transfer of
the Trust Property or any part thereof or interest therein, (d) capital
contributions or loans to Grantor or an affiliate of Grantor, (e) any type of
income otherwise includable in Operating Income but paid directly by any tenant
to a Person other than Grantor except for real estate taxes paid directly to
any taxing authority by any tenant, (f) any other extraordinary, non-recurring
revenues, (g) Rents paid by or on behalf of any lessee under a Lease which is
the subject of any proceeding or action relating to its bankruptcy,
reorganization or other arrangement pursuant to federal bankruptcy law or any
similar federal or state law or which has been adjudicated a bankrupt or
insolvent unless such Lease has been affirmed by the trustee in such proceeding
or action, or (h) Rents paid by or on behalf of any lessee under a Lease the
demised premises of which are not occupied either by such lessee or by a
sublessee thereof. "Debt Service Coverage" shall mean the quotient obtained by
dividing Net Operating Income for the specified period by the sum of the (a)
aggregate payments of interest, and principal (not including the amount of
principal payable upon maturity) due for such specified period under the Note
with respect to the Allocated Loan Amount for the applicable
Cross-collateralized Borrower (determined as of the date the calculation of
Debt Service Coverage is required or requested hereunder) and (b) aggregate
payments of interest, principal and all other sums due for such specified
period pursuant to the terms of subordinate financing, if any, then affecting
the

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Cross-collateralized Property of such Cross-collateralized Borrower or, if the
Debt Service Coverage is being calculated in connection with a request for
consent to any subordinate financing, then proposed. "Cross-collateralized
Borrower" shall mean each person or entity which has executed the Note secured
by this Deed of Trust. "Cross-collateralized Deed of Trust" shall mean each
mortgage, deed of trust, deed to secure debt, security agreement, assignment of
rents and fixture filings as originally executed or as same may hereafter from
time to time be supplemented, amended, modified or extended by one or more
indentures supplemental thereto granted by a Cross-collateralized Borrower to
Beneficiary as security for the Note. "Cross-collateralized Property" shall
mean each parcel or parcels of real property encumbered by a
Cross-collateralized Deed of Trust as identified on Exhibit B attached hereto
and made a part hereof.

ARTICLE II
EVENTS OF DEFAULT

2.1 Events of Default. The occurrence of any of the following
events shall be an Event of Default hereunder:

(a) Grantor fails to punctually perform any covenant,
agreement, obligation, term or condition hereof which requires payment of any
money to Beneficiary (except those regarding payments to be made under the
Note, which failure is subject to any grace periods set forth in the Note).

(b) Grantor fails to provide insurance as required by
Section 1.4 hereof or fails to perform any covenant, agreement, obligation,
term or condition set forth in Section 1.15, Section 1.31, Section 4.32 or
Section 4.33 hereof.

(c) Grantor fails to perform any other covenant,
agreement, obligation, term or condition set forth herein, other than those
otherwise described in this Section 2.1, and, to the extent such failure or
default is susceptible of being cured, the continuance of such failure or
default for thirty (30) days after written notice thereof from Beneficiary to
Grantor; provided, however, that if such default is susceptible of cure but
such cure cannot be accomplished with reasonable diligence within said period
of time, and if Grantor commences to cure such default promptly after receipt
of notice thereof from Beneficiary, and thereafter prosecutes the curing of
such default with reasonable diligence, such period of time shall be extended
for such period of time as may be necessary to cure such default with
reasonable diligence, but not to exceed an additional sixty (60) days.

(d) Any representation or warranty made herein, in or in
connection with any application or commitment relating to the loan

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evidenced by the Note, or in any of the other Loan Documents to Beneficiary by
Grantor, by any principal or general partner in Grantor or by any indemnitor or
guarantor under any indemnity or guaranty executed in connection with the loan
secured hereby is determined by Beneficiary to have been false or misleading in
any material respect at the time made.

(e) There shall be a sale, conveyance, disposition,
alienation, hypothecation, leasing, assignment, pledge, mortgage, granting of a
security interest in or other transfer or further encumbrancing of the Trust
Property, Grantor or its general partners, or any portion thereof or any
interest therein, in violation of Section 1.13 hereof.

(f) A default occurs under any of the other Loan
Documents which has not been cured within any applicable grace or cure period
therein provided.

(g) Grantor, any principal or general partner in Grantor
or any indemnitor or guarantor under any indemnity or guaranty executed in
connection with the loan secured hereby becomes insolvent, or shall make a
transfer in fraud of creditors, or shall make an assignment for the benefit of
creditors, shall file a petition in bankruptcy, shall voluntarily be
adjudicated insolvent or bankrupt or shall admit in writing the inability to
pay debts as they mature, shall petition or apply to any tribunal for or shall
consent to or shall not contest the appointment of a receiver, trustee,
custodian or similar officer for Grantor, for any such principal or general
partner of Grantor or for any such indemnitor or guarantor or for a substantial
part of the assets of Grantor, of any such principal or general partner of
Grantor or of any such indemnitor or guarantor, or shall commence any case,
proceeding or other action under any bankruptcy, reorganization, arrangement,
readjustment or debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect.

(h) A petition is filed or any case, proceeding or other
action is commenced against Grantor, against any principal or general partner
of Grantor or against any indemnitor or guarantor under any indemnity or
guaranty executed in connection with the loan secured hereby seeking to have an
order for relief entered against it as debtor or seeking reorganization,
arrangement, adjustment, liquidation, dissolution or composition of it or its
debts or other relief under any law relating to bankruptcy, insolvency,
arrangement, reorganization, receivership or other debtor relief under any law
or statute of any jurisdiction, whether now or hereafter in effect, or a court
of competent jurisdiction enters an order for relief against Grantor, against
any principal or general partner of Grantor or against any indemnitor or
guarantor under any indemnity or guaranty executed in connection with the loan
secured hereby, as debtor, or an order, judgment or

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decree is entered appointing, with or without the consent of Grantor, of any
such principal or general partner of Grantor or of any such indemnitor or
guarantor, a receiver, trustee, custodian or similar officer for Grantor, for
any such principal or general partner of Grantor or for any such indemnitor or
guarantor, or for any substantial part of any of the properties of Grantor, of
any such principal or general partner of Grantor or of any such indemnitor or
guarantor, and if any such event shall occur, such petition, case, proceeding,
action, order, judgment or decree shall not be dismissed within sixty (60) days
after being commenced.

(i) The Trust Property or any part thereof shall be taken
on execution or other process of law in any action against Grantor.

(j) Grantor abandons all or a portion of the Trust
Property.

(k) The holder of any lien or security interest on the
Trust Property (without implying the consent of Beneficiary to the existence or
creation of any such lien or security interest), whether superior or
subordinate to this Deed of Trust or any of the other Loan Documents, declares
a default and such default is not cured within any applicable grace or cure
period set forth in the applicable document or such holder institutes
foreclosure or other proceedings for the enforcement of its remedies
thereunder.

(l) The Trust Property, or any part thereof, is subjected
to actual or threatened (in writing) waste or to removal, demolition or
material alteration so that the value of the Trust Property is materially
diminished thereby and Beneficiary determines (in its subjective determination)
that it is not adequately protected from any loss, damage or risk associated
therewith.

(m) Any dissolution, termination, partial or complete
liquidation, merger or consolidation of Grantor, any of its principals or any
general partner.

(n) A default beyond applicable notice and grace periods
shall occur under any of the mortgages or deeds of trust encumbering the
Cross-collateralized Property.

(o) Grantor shall fail to maintain the Required Debt
Service Coverage set forth in Section 1.8 hereof.

(p) Grantor shall fail to cooperate pursuant to Section
4.33 hereof, including, without limitation, the failure to deliver any opinions
of counsel required therein, within fourteen (14) days of request for same by
Beneficiary.

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ARTICLE III
REMEDIES

3.1 Remedies Available. If there shall occur a default under this
Deed of Trust, and such default has not been cured within any applicable grace
or cure period, then this Deed of Trust is subject to foreclosure as provided
by law and Beneficiary may, at its option and by or through a trustee, nominee,
assignee or otherwise (Including, without limitation, the Trustee), to the
fullest extent permitted by law, exercise any or all of the following rights,
remedies and recourses, either successively or concurrently:

(a) Acceleration. Accelerate the maturity date of the
Note and declare any or all of the Debt to be immediately due and payable
without any presentment, demand, protest, notice or action of any kind
whatever, including notice of intent to accelerate or notice of acceleration
(each of which is hereby expressly waived by Grantor), whereupon the same shall
become immediately due and payable. Upon any such acceleration, payment of
such accelerated amount shall constitute a prepayment of the principal balance
of the Note and any applicable prepayment fee provided for in the Note shall
then be immediately due and payable.

(b) Entry on the Trust Property. Either in person or by
agent, with or without bringing any action or proceeding, or by a receiver
appointed by a court and without regard to the adequacy of its security, enter
upon and take possession of the Trust Property, or any part thereof, without
force or with such force as is permitted by law and without notice or process
or with such notice or process as is required by law, unless such notice and
process is waivable, in which case Grantor hereby waives such notice and
process, and do any and all acts and perform any and all work which may be
desirable or necessary in Beneficiary's judgment to complete any unfinished
construction on the Premises, to preserve the value, marketability or
rentability of the Trust Property, to increase the income therefrom, to manage
and operate the Trust Property or to protect the security hereof, and all sums
expended by Beneficiary therefor, together with interest thereon at the Default
Interest Rate, shall be immediately due and payable to Beneficiary by Grantor
on demand and shall be secured hereby and by all of the other Loan Documents
securing all or any part of the Debt.

(c) Collect Rents. With or without taking possession of
the Trust Property, sue or otherwise collect the Rents, including those past
due and unpaid.

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competent jurisdiction for appointment of a receiver for all or any part of the
Trust Property, as a matter of strict right and without notice to Grantor and
without regard to the adequacy of the Trust Property for the repayment of the
Debt or the solvency of Grantor or any person or persons liable for the payment
of the Debt, and Grantor does hereby irrevocably consent to such appointment,
waive any and all notices of and defenses to such appointment and agree not to
oppose any application therefor by Beneficiary, but nothing herein is to be
construed to deprive Beneficiary of any other right, remedy or privilege
Beneficiary may now have under the law to have a receiver appointed, provided,
however, that the appointment of such receiver, trustee or other appointee by
virtue of any court order, statute or regulation shall not impair or in any
manner prejudice the rights of Beneficiary to receive payment of the Rents
pursuant to other terms and provisions hereof. Any such receiver shall have
all of the usual powers and duties of receivers in similar cases, including,
without limitation, the full power to hold, develop, rent, lease, manage,
maintain, operate and otherwise use or permit the use of the Trust Property
upon such terms and conditions as said receiver may deem to be prudent and
reasonable under the circumstances as more fully set forth in Section 3.3
below. Such receivership shall, at the option of Beneficiary, continue until
full payment of all of the Debt or until title to the Trust Property shall have
passed by foreclosure sale under this Deed of Trust or deed in lieu of
foreclosure.

(e) Foreclosure. Immediately commence an action to
foreclose this Deed of Trust or to specifically enforce its provisions with
respect to any of the Debt, pursuant to the statutes in such case made and
provided, and sell the Trust Property or cause the Trust Property to be sold in
accordance with the requirements and procedures provided by said statutes in a
single parcel or in several parcels at the option of Beneficiary.

(1) In the event foreclosure proceedings are
instituted by Beneficiary, all expenses incident to such proceedings,
including, but not limited to, attorneys' fees and costs, shall be
paid by Grantor and secured by this Deed of Trust and by all of the
other Loan Documents securing all or any part of the Debt. The Debt
and all other obligations secured by this Deed of Trust, including,
without limitation, interest at the Default Interest Rate (as defined
in the Note), any prepayment charge, fee or premium required to be
paid under the Note in order to prepay principal (to the extent
permitted by applicable law), reasonable attorneys' fees and any other
amounts due and unpaid to Beneficiary under the Loan Documents, may be
bid by Beneficiary in the event of a foreclosure sale hereunder. In
the event of a judicial sale pursuant to a foreclosure decree, it is
understood and agreed that Beneficiary or its assigns may become the
purchaser of the Trust Property or any part thereof.

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(f) Judicial Remedies. Proceed by suit or suits, at law
or in equity, instituted by Beneficiary, upon written request of Beneficiary,
to enforce the payment of the Debt or the other obligations of Grantor
hereunder or pursuant to the Loan Documents, to foreclose the liens and
security interests of this Deed of Trust as against all or any part of the
Trust Property, and to have all or any part of the Trust Property sold under
the judgment or decree of a court of competent jurisdiction. This remedy shall
be cumulative of any other non-judicial remedies available to the Beneficiary
with respect to the Loan Documents. Proceeding with the request or receiving a
judgment for legal relief shall not be or be deemed to be an election of
remedies or bar any available non-judicial remedy of the Beneficiary.

(g) Sale of Property. (i) Trustee, at the request of
Beneficiary, shall have the power to sell the Trust Property or any part
thereof at public auction, in such manager, at such time and place, upon such
terms and conditions, and upon five (5) days' notice to Grantor and such public
notice as Beneficiary may deem best for the interest of Beneficiary or as may
be required or permitted by applicable law, consisting of advertisement in a
newspaper of general circulation in the jurisdiction and for such period as
applicable law may require and at such other times and by such other methods,
if any, as may be required by law to convey the Trust Property in fee simple by
trustee's deed with special warranty of title to in and at the cost of the
purchaser, who shall not be liable to see to the application of the purchase
money. The proceeds or avails of any sale made under or by virtue of this
paragraph, together with any other sums which then may be held by Beneficiary
under this Deed of Trust, whether under the provisions of this paragraph or
otherwise, shall be applied as provided in Section 3.2 hereof. Beneficiary,
Trustee and any receiver or custodian of the Trust Property or any part thereof
shall be liable to account for only those rents, issues, proceeds and profits
actually received by it.

(ii) Beneficiary and Trustee, as applicable, may
adjourn from time to time any sale by it to be made under or by virtue of this
Deed of Trust by announcement at the time and place appointed for such sale or
for such adjourned sale or sales and, except as otherwise provided by any
applicable law, Beneficiary or Trustee, without further notice or publication,
may make such sale at the time and place to which the same shall be so
adjourned.

(iii) Upon the completion of any sale or sales
ordered by Beneficiary and made by Trustee under or by virtue of this
paragraph, Beneficiary or Trustee, or any officer of any court empowered to do
so, shall execute and deliver to the accepted purchaser or purchasers a good
and sufficient instrument, or good and sufficient instruments, granting,
conveying, assigning and transferring all estate, right, title and interest in
and to the

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property and rights sold. Trustee is hereby irrevocably appointed the true and
lawful attorney-in-fact of Grantor (coupled with an interest), in its name and
stead, to make all necessary conveyances, assignments, transfers and deliveries
of the property and rights so sold and for that purpose Trustee may execute all
necessary instruments of conveyance, assignment, transfer and delivery, and may
substitute one or more persons with like power, Grantor hereby ratifying and
confirming all that its said attorney-in-fact or such substitute or substitutes
shall lawfully do by virtue hereof. Nevertheless, Grantor, if so requested by
Trustee or Beneficiary, shall ratify and confirm any such sale or sales by
executing and delivering to Beneficiary, or to such purchaser or purchasers all
such instruments as may be advisable, in the sole judgment of Beneficiary, for
such purpose, and as may be designated in such request. Any such sale or sales
made under or by virtue or this paragraph, whether made under the power of sale
herein granted or under or by virtue of judicial proceedings or a judgment or
decree of foreclosure and sale, shall operate to divest all the estate, right,
title, interest, claim and demand whatsoever, whether at law or in equity of
Grantor in and to the property and rights so sold, and shall, to the fullest
extent permitted under law, be a perpetual bar both at law and in equity
against Grantor and against any and all persons claiming or who may claim the
same, or any party thereof, from, through or under Grantor.

(iv) In the event of any sale made under or by
virtue of this Deed of Trust (whether made under the power of sale herein
granted or under or by virtue of judicial proceedings or a judgment or decree
of foreclosure and sale), the entire Debt relative to the Trust Property,
immediately thereupon shall, anything in the Note, this Deed of Trust or any
other of the Loan Documents to the contrary notwithstanding, become due and
payable.

(v) Upon any sale under or by virtue of this Deed
of Trust (whether made under the power of sale herein granted or under or by
virtue of judicial) proceedings or a judgment or decree of foreclosure and
sale), Beneficiary may bid for and acquire the Trust Property or any part
thereof and in lieu of paying cash therefor may make settlement for the
purchase price by crediting the Debt to and against the net sales price after
deducting therefrom the expenses of the sale and the costs of the action.

(vi) No recovery of any judgment by Beneficiary
and no levy of an execution under any judgment upon the Trust Property or any
part thereof or upon any other property of Grantor shall release the lien of
this Deed of Trust upon the Trust Property or nay part thereof, or any liens,
rights, powers or remedies of Beneficiary hereunder, but such liens, rights,
powers and remedies of Beneficiary shall continue unimpaired until the entire
Debt is paid in full.

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(h) Other. Exercise any other right or remedy available
hereunder, under any of the other Loan Documents or at law or in equity.

3.2 Application of Proceeds. To the fullest extent permitted by
law, the proceeds of any sale under this Deed of Trust, together with any other
sums which then may be held by Beneficiary under this Deed of Trust or under
any other of the Loan Documents, shall be applied, to the extent funds are so
available, to the following items in such order as Beneficiary, in its
discretion may determine:

(a) To payment of the reasonable costs, expenses and fees
of taking possession of the Trust Property, and of holding, operating,
maintaining, using, leasing, repairing, improving, marketing and selling the
same and of otherwise enforcing Beneficiary's right and remedies hereunder and
under the other Loan Documents, including, but not limited to, trustee's fees,
receivers' fees, court costs, attorneys', accountants', appraisers', managers'
and other professional fees, title charges and transfer taxes.

(b) To payment of all sums expended by Beneficiary under
the terms of any of the Loan Documents and not yet repaid, together with
interest on such sums at the Default Interest Rate.

(c) To payment of the Debt and all other obligations
secured by this Deed of Trust, including, without limitation, interest at the
Default Interest Rate and, to the extent permitted by applicable law, any
prepayment fee, charge or premium required to be paid under the Note in order
to prepay principal, in any order that Beneficiary chooses in its sole
discretion.

(d) The remainder, if any, of such funds shall be
disbursed to Grantor or to the person or persons legally entitled thereto.

3.3 Right and Authority of Receiver or Beneficiary in the Event of
Default; Power of Attorney. Upon the occurrence of a default hereunder, which
default is not cured within any applicable grace or cure period, and entry upon
the Trust Property pursuant to Section 3.1(b) hereof or appointment of a
receiver pursuant to Section 3.1(d) hereof, and under such terms and conditions
as may be prudent and reasonable under the circumstances in Beneficiary's or
the receiver's sole discretion, all at Grantor's expense, Beneficiary or said
receiver, or such other persons or entities as they shall hire, direct or
engage, as the case may be, may do or permit one or more of the following,
successively or concurrently: (a) enter upon and take possession and control
of any and all of the Trust Property; (b) take and maintain possession of all
documents, books, records, papers and accounts relating to the

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Trust Property; (c) exclude Grantor and its agents, servants and employees
wholly from the Trust Property; (d) manage and operate the Trust Property; (e)
preserve and maintain the Trust Property; (f) make repairs and alterations to
the Trust Property; (g) complete any construction or repair of the
Improvements, with such changes, additions or modifications of the plans and
specifications or intended disposition and use of the Improvements as
Beneficiary may in its sole discretion deem appropriate or desirable to place
the Trust Property in such condition as will, in Beneficiary's sole discretion,
make it or any part thereof readily marketable or rentable; (h) conduct a
marketing or leasing program with respect to the Trust Property, or employ a
marketing or leasing agent or agents to do so, directed to the leasing or sale
of the Trust Property under such terms and conditions as Beneficiary may in its
sole discretion deem appropriate or desirable; (i) employ such contractors,
subcontractors, materialmen, architects, engineers, consultants, managers,
brokers, marketing agents, or other employees, agents, independent contractors
or professionals, as Beneficiary may in its sole discretion deem appropriate or
desirable to implement and effectuate the rights and powers herein granted; (j)
execute and deliver, in the name of Beneficiary as attorney-in-fact and agent
of Grantor or in its own name as Beneficiary, such documents and instruments as
are necessary or appropriate to consummate authorized transactions; (k) enter
such leases, whether of real or personal property, or tenancy agreements, under
such terms and conditions as Beneficiary may in its sole discretion deem
appropriate or desirable; (1) collect and receive the Rents from the Trust
Property; (m) eject tenants or repossess personal property, as provided by law,
for breaches of the conditions of their leases or other agreements; (n) sue for
unpaid Rents, payments, income or proceeds in the name of Grantor or
Beneficiary; (o) maintain actions in forcible entry and detainer, ejectment for
possession and actions in distress for rent; (p) compromise or give acquittance
for Rents, payments, income or proceeds that may become due; (q) delegate or
assign any and all rights and powers given to Beneficiary by this Deed of
Trust; and (r) do any acts which Beneficiary in its sole discretion deems
appropriate or desirable to protect the security hereof and use such measures,
legal or equitable, as Beneficiary may in its sole discretion deem appropriate
or desirable to implement and effectuate the provisions of this Deed of Trust.
This Deed of Trust shall constitute a direction to and full authority to any
lessee, or other third party who has heretofore dealt or contracted or may
hereafter deal or contract with Grantor or Beneficiary, at the request of
Beneficiary, to pay all amounts owing under any lease, contract, concession,
license or other agreement to Beneficiary without proof of the default relied
upon. Any such lessee or third party is hereby irrevocably authorized to rely
upon and comply with (and shall be fully protected by Grantor in so doing) any
request, notice or demand by Beneficiary for the payment to Beneficiary of any
Rents or other sums which may be or

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thereafter become due under its lease, contract, concession, license or other
agreement, or for the performance of any undertakings under any such lease,
contract, concession, license or other agreement, and shall have no right or
duty to inquire whether any default under this Deed of Trust or under any of
the other Loan Documents has actually occurred or is then existing. Grantor
hereby constitutes and appoints Beneficiary, its assignees, successors,
transferees and nominees, as Grantor's true and lawful attorney-in-fact and
agent, with full power of substitution in the Trust Property, in Grantor's
name, place and stead, to do or permit any one or more of the foregoing
described rights, remedies, powers and authorities, successively or
concurrently, and said power of attorney shall be deemed a power coupled with
an interest and irrevocable so long as any portion of the Debt is outstanding.
Any money advanced by Beneficiary in connection with any action taken under
this Section 3.3, together with interest thereon at the Default Interest Rate
from the date of making such advancement by Beneficiary until actually paid by
Grantor, shall be a demand obligation owing by Grantor to Beneficiary and shall
be secured by this Deed of Trust and by every other instrument securing the
Debt.

3.4 Occupancy After Foreclosure. In the event there is a
foreclosure sale hereunder and at the time of such sale, Grantor or Grantor's
representatives, successors or assigns, or any other persons claiming any
interest in the Trust Property by, through or under Grantor (except tenants of
space in the Improvements subject to leases entered into prior to the date
hereof), are occupying or using the Trust Property, or any part thereof, then,
to the extent not prohibited by applicable law, each and all shall, at the
option of Beneficiary or the purchaser at such sale, as the case may be,
immediately become the tenant of the purchaser at such sale, which tenancy
shall be a tenancy from day-to-day, terminable at the will of either landlord
or tenant, at a reasonable rental per day based upon the value of the Trust
Property occupied or used, such rental to be due daily to the purchaser.
Further, to the extent permitted by applicable law, in the event the tenant
fails to surrender possession of the Trust Property upon the termination of
such tenancy, the purchaser shall be entitled to institute and maintain an
action for unlawful detainer of the Trust Property in the appropriate court of
the county in which the Premises is located.

3.5 Notice to Account Debtors. Beneficiary may, at any time after
a default hereunder, which default is not cured within any applicable grace or
cure period, notify the account debtors and obligors of any accounts, chattel
paper, negotiable instruments or other evidences of indebtedness to Grantor
included in the Trust Property to pay Beneficiary directly. Grantor shall at
any time or from time to time upon the request of Beneficiary provide to
Beneficiary a current list of all such account debtors and obligors and their
addresses.

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3.6 Cumulative Remedies. All remedies contained in this Deed of
Trust are cumulative and Beneficiary shall also have all other remedies
provided at law and in equity or in any other Loan Documents. Such remedies
may be pursued separately, successively or concurrently at the sole subjective
direction of Beneficiary and may be exercised in any order and as often as
occasion therefor shall arise. No act of Beneficiary shall be construed as an
election to proceed under any particular provisions of this Deed of Trust to
the exclusion of any other provision of this Deed of Trust or as an election of
remedies to the exclusion of any other remedy which may then or thereafter be
available to Beneficiary. No delay or failure by Beneficiary to exercise any
right or remedy under this Deed of Trust shall be construed to be a waiver of
that right or remedy or of any default hereunder. Beneficiary may exercise any
one or more of its rights and remedies at its option without regard to the
adequacy of its security.

3.7 Payment of Expenses. Grantor shall pay on demand all of
Beneficiary's expenses incurred in any efforts to enforce any terms of this
Deed of Trust, whether or not any lawsuit is filed and whether or not
foreclosure is commenced but not completed, including, but not limited to,
legal fees and disbursements, foreclosure costs and title charges, together
with interest thereon from and after the date incurred by Beneficiary until
actually paid by Grantor at the Default Interest Rate, and the same shall be
secured by this Deed of Trust and by all of the other Loan Documents securing
all or any part of the Debt evidenced by the Note.

ARTICLE IV
MISCELLANEOUS TERMS AND CONDITIONS

4.1 Time of Essence. Time is of the essence with respect to all
provisions of this Deed of Trust.

4.2 Release of Deed of Trust. If all of the Debt be paid, then
and in that event only, all rights under this Deed of Trust, except for those
provisions hereof which by their terms survive, shall terminate and the Trust
Property shall become wholly clear of the liens, security interests,
conveyances and assignments evidenced hereby, which shall be promptly released
of record by Beneficiary in due form at Grantor's cost. No release of this
Deed of Trust or the lien hereof shall be valid unless executed by Beneficiary.

4.3 Certain Rights of Beneficiary. Without affecting Grantor's
liability for the payment of any of the Debt, Beneficiary may from time to time
and without notice to Grantor: (a) release any person liable for the payment of
the Debt; (b) extend or modify the terms of payment of the Debt; (c) accept
additional real or

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personal property of any kind as security or alter, substitute or release any
property securing the Debt; (d) recover any part of the Trust Property; (e)
consent in writing to the making of any subdivision map or plat thereof; (f)
join in granting any easement therein; or (g) join in any extension agreement
of this Deed of Trust or any agreement subordinating the lien hereof.

4.5 Notices. All notices, demands, requests or other
communications to be sent by one party to the other hereunder or required by
law shall be in writing and shall be deemed to have been validly given or
served by delivery of the same in person to the intended addressee, or by
depositing the same with Federal Express or another reputable private courier
service for next business day delivery, or by depositing the same in the United
States mail, postage prepaid, registered or certified mail, return receipt
requested, in any event addressed to the intended addressee at its address set
forth on the first page of this Deed of Trust or at such other address as may
be designated by such party as herein provided. All notices, demands and
requests shall be effective upon such personal delivery, or one (1) business
day after being deposited with the private courier service, or two (2) business
days after being deposited in the United States mail as required above.
Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given as herein required shall be deemed
to be receipt of the notice, demand or request sent. By giving to the other
party hereto at least fifteen (15) days' prior written notice thereof in
accordance with the provisions hereof, the parties hereto shall have the right
from time to time to change their respective addresses and each shall have the
right to specify as its address any other address within the United States of
America.

4.6 Successors and Assigns. The terms, provisions, indemnities,
covenants and conditions hereof shall be binding upon Grantor and the
successors and assigns of Grantor, including all successors in interest of
Grantor in and to all or any part of the Trust Property, and shall inure to the
benefit of Beneficiary, its directors, officers, shareholders, employees and
agents and their respective successors and assigns and shall constitute
covenants running with the land. All references in this Deed of Trust to
Grantor or Beneficiary shall be deemed to include all such parties' successors
and assigns, and the term "Beneficiary" as used herein shall also mean and
refer to any lawful holder or owner, including pledgees and participants, of
any of the Debt. If Grantor consists of more than one person or entity, each
is jointly and severally

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liable to perform the obligations of Grantor hereunder and all representations,
warranties, covenants and agreements made by Grantor hereunder are joint and
several.

4.7 Severability. A determination that any provision of this Deed
of Trust is unenforceable or invalid shall not affect the enforceability or
validity of any other provision, and any determination that the application of
any provision of this Deed of Trust to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such provision
as it may apply to any other persons or circumstances.

4.8 Gender. Within this Deed of Trust, words of any gender shall
be held and construed to include any other gender, and words in the singular
shall be held and construed to include the plural, and vice versa, unless the
context otherwise requires.

4.9 Waiver; Discontinuance of Proceedings. Beneficiary may waive
any single default by Grantor hereunder without waiving any other prior or
subsequent default. Beneficiary may remedy any default by Grantor hereunder
without waiving the default remedied. Neither the failure by Beneficiary to
exercise, nor the delay by Beneficiary in exercising, any right, power or
remedy upon any default by Grantor hereunder shall be construed as a waiver of
such default or as a waiver of the right to exercise any such right, power or
remedy at a later date. No single or partial exercise by Beneficiary of any
right, power or remedy hereunder shall exhaust the same or shall preclude any
other or further exercise thereof, and every such right, power or remedy
hereunder may be exercised at any time and from time to time. No modification
or waiver of any provision hereof nor consent to any departure by Grantor
therefrom shall in any event be effective unless the same shall be in writing
and signed by Beneficiary, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose given. No notice to
nor demand on Grantor in any case shall of itself entitle Grantor to any other
or further notice or demand in similar or other circumstances. Acceptance by
Beneficiary of any payment in an amount less than the amount then due on any of
the Debt shall be deemed an acceptance on account only and shall not in any way
affect the existence of a default hereunder. In case Beneficiary shall have
proceeded to invoke any right, remedy or recourse permitted hereunder or under
the other Loan Documents and shall thereafter elect to discontinue or abandon
the same for any reason, Beneficiary shall have the unqualified right to do so
and, in such an event, Grantor and Beneficiary shall be restored to their
former positions with respect to the Debt, the Loan Documents, the Trust
Property and otherwise, and the rights, remedies, recourses and powers of
Beneficiary shall continue as if the same had never been invoked.

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4.10 Section Headings. The headings of the sections and paragraphs
of this Deed of Trust are for convenience of reference only, are not to be
considered a part hereof and shall not limit or otherwise affect any of the
terms hereof.

4.11 GOVERNING LAW. THIS DEED OF TRUST WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS
LOCATED, PROVIDED THAT TO THE EXTENT THAT ANY OF SUCH LAWS MAY NOW OR HEREAFTER
BE PREEMPTED BY FEDERAL LAW, SUCH FEDERAL LAW SHALL SO GOVERN AND BE
CONTROLLING; AND PROVIDED FURTHER THAT THE LAWS OF THE STATE IN WHICH THE
PREMISES IS LOCATED SHALL GOVERN AS TO THE CREATION, PRIORITY AND ENFORCEMENT
OF LIENS AND SECURITY INTERESTS IN TRUST PROPERTY LOCATED IN SUCH STATE.

4.13 Relationship of the Parties. The relationship between Grantor
and Beneficiary is that of a borrower and a lender only and neither of those
parties is, nor shall it hold itself out to be, the agent, employee, joint
venturer or partner of the other party.

4.14 Application of the Proceeds of the Note. To the extent that
proceeds of the Note are used to pay indebtedness secured by any outstanding
lien, security interest, charge or prior encumbrance against the Trust
Property, such proceeds have been advanced by Beneficiary at Grantor's request
and Beneficiary shall be subrogated to any and all rights, security interests
and liens owned by any owner or holder of such outstanding liens, security
interests, charges or encumbrances, irrespective of whether said liens,
security interests, charges or encumbrances are released.

4.15 Unsecured Portion of Indebtedness. If any part of the Debt
cannot be lawfully secured by this Deed of Trust or if any part of the Trust
Property cannot be lawfully subject to the lien and security interest hereof to
the full extent of such indebtedness, then all payments made shall be applied
on said indebtedness first in discharge of that portion thereof which is
unsecured by this Deed of Trust.

4.16 Cross Default. A default hereunder which has not been cured
within any applicable grace or cure period shall be a default under each of the
other Loan Documents.

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4.17 Interest After Sale. In the event the Trust Property or any
part thereof shall be sold upon foreclosure as provided hereunder, to the
extent permitted by law, the sum for which the same shall have been sold shall,
for purposes of redemption (pursuant to the laws of the State of in which the
Premises is located), bear interest at the Default Interest Rate.

4.18 Inconsistency with Other Loan Documents. In the event of any
inconsistency between the provisions hereof and the provisions in any of the
other Loan Documents, it is intended that the provisions selected to control by
Beneficiary in its sole subjective discretion shall be controlling.

4.20 No Merger. It is the desire and intention of the parties
hereto that this Deed of Trust and the lien hereof do not merge in fee simple
title to the Trust Property. It is hereby understood and agreed that should
Beneficiary acquire any additional or other interests in or to the Trust
Property or the ownership thereof, then, unless a contrary intent is manifested
by Beneficiary as evidenced by an appropriate document duly recorded, this Deed
of Trust and the lien hereof shall not merge in such other or additional
interests in or to the Trust Property, toward the end that this Deed of Trust
may be foreclosed as if owned by a stranger to said other or additional
interests.

4.21 Rights With Respect to Junior Encumbrances. Any person or
entity purporting to have or to take a junior mortgage or other lien upon the
Trust Property or any interest therein shall be subject to the rights of
Beneficiary to amend, modify, increase, vary, alter or supplement this Deed of
Trust, the Note or any of the other Loan Documents, and to extend the maturity
date of the Debt, and to increase the amount of the Debt, and to waive or
forebear the exercise of any of its rights and remedies hereunder or under any
of the other Loan Documents and to release any collateral or security for the
Debt, in each and every case without obtaining the consent of the holder of
such junior lien and without the lien or security interest of this Deed of
Trust losing its priority over the rights of any such junior lien.

4.22 Beneficiary May File Proofs of Claim. In the case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment,
composition or other proceedings affecting Grantor or the principals or general
partners in Grantor, or their respective

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creditors or property, Beneficiary, to the extent permitted by law, shall be
entitled to file such proofs of claim and other documents as may be necessary
or advisable in order to have the claims of Beneficiary allowed in such
proceedings for the entire Debt at the date of the institution of such
proceedings and for any additional amount which may become due and payable by
Grantor hereunder after such date.

4.23 Fixture Filing. This Deed of Trust shall be effective from
the date of its recording as a financing statement filed as a fixture filing
with respect to all goods constituting part of the Trust Property which are or
are to become fixtures. This Deed of Trust shall also be effective as a
financing statement covering minerals or the like (including oil and gas) and
is to be filed for record in the Real Estate Records of the county where the
Trust Property is situated. The mailing address of Grantor and the address of
Beneficiary from which information concerning the security interests may be
obtained are set forth in Section 1.22 above.

4.24 After-Acquired Trust Property. All property acquired by
Grantor after the date of this Deed of Trust which by the terms of this Deed of
Trust shall be subject to the lien and the security interest created hereby,
shall immediately upon the acquisition thereof by Grantor and without further
mortgage, conveyance or assignment become subject to the lien and security
interest created by this Deed of Trust. Nevertheless, Grantor shall execute,
acknowledge, deliver and record or file, as appropriate, all and every such
further mortgages, security agreements, financing statements, assignments and
assurances as Beneficiary shall require for accomplishing the purposes of this
Deed of Trust.

4.25 No Representation. By accepting delivery of any item required
to be observed, performed or fulfilled or to be given to Beneficiary pursuant
to the Loan Documents, including, but not limited to, any officer's
certificate, balance sheet, statement of profit and loss or other financial
statement, survey, appraisal or insurance policy, Beneficiary shall not be
deemed to have warranted, consented to, or affirmed the sufficiency, legality,
effectiveness or legal effect of the same, or of any term, provision or
condition thereof, and such acceptance of delivery thereof shall not be or
constitute any warranty, consent or affirmation with respect thereto by
Beneficiary.

4.26 Counterparts. This Deed of Trust may be executed in any
number of counterparts, each of which shall be effective only upon delivery and
thereafter shall be deemed an original, and all of which shall be taken to be
one and the same instrument, for the same effect as if all parties hereto had
signed the same signature page. Any signature page of this Deed of Trust may
be detached from any counterpart of this Deed of Trust without impairing the

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legal effect of any signatures thereon and may be attached to another
counterpart of this Deed of Trust identical in form hereto but having attached
to it one or more additional signature pages.

4.27 Personal Liability. Notwithstanding anything to the contrary
contained in this Deed of Trust, the liability of Grantor and its general
partners for the Debt and for the performance of the other agreements,
covenants and obligations contained herein and in the Loan Documents shall be
limited as set forth in Section 3.6 of the Note.

4.28 Recording and Filing. Grantor will cause the Loan Documents
and all amendments and supplements thereto and substitutions therefor to be
recorded, filed, re-recorded and re-filed in such manner and in such places as
Beneficiary shall reasonably request, and will pay on demand all such
recording, filing, re-recording and re-filing taxes, fees and other charges.
Grantor shall reimburse Beneficiary, or its servicing agent, for the costs
incurred in obtaining a tax service company to verify the status of payment of
taxes and assessments on the Trust Property.

4.29 Entire Agreement and Modifications. This Deed of Trust and
the other Loan Documents contain the entire agreements between the parties
relating to the subject matter hereof and thereof and all prior agreements
relative hereto and thereto which are not contained herein or therein are
terminated. This Deed of Trust and the other Loan Documents may not be
amended, revised, waived, discharged, released or terminated orally but only by
a written instrument or instruments executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or
termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination which is not so documented shall not be effective as to
any party.

4.30 Maximum Interest. The provisions of this Deed of Trust and of
all agreements between Grantor and Beneficiary, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of demand or
acceleration of the maturity of the Note or otherwise, shall the amount paid,
or agreed to be paid ("Interest"), to Beneficiary for the use, forbearance or
retention of the money loaned under the Note exceed the maximum amount
permissible under applicable law. If, from any circumstance whatsoever,
performance or fulfillment of any provision hereof or of any agreement between
Grantor and Beneficiary shall, at the time performance or fulfillment of such
provision shall be due, exceed the limit for Interest prescribed by law or
otherwise transcend the limit of validity prescribed by applicable law, then
ipso facto the obligation to be performed or fulfilled shall be reduced to such
limit, and if, from any circumstance whatsoever, Beneficiary shall ever receive
anything of value deemed Interest by applicable law in

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excess of the maximum lawful amount, an amount equal to any excessive Interest
shall be applied to the reduction of the principal balance owing under the Note
in the inverse order of its maturity (whether or not then due) or at the option
of Beneficiary be paid over to Grantor, and not to the payment of Interest.
All Interest (including any amounts or payments deemed to be Interest) paid or
agreed to be paid to Beneficiary shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full period
until payment in full of the principal balance of the Note so that the Interest
thereon for such full period will not exceed the maximum amount permitted by
applicable law. This paragraph will control all agreements between Grantor and
Beneficiary.

4.31 INTENTIONALLY OMITTED.

4.32 Franchise Agreements. The Improvements shall be operated
under the terms and conditions of that certain franchise agreement more
particularly described in Exhibit D hereto (hereinafter, together with any
renewals or replacements thereof, being referred to as the "Franchise
Agreement"). Grantor shall (a) pay all sums required to be paid by Grantor
under the Franchise Agreement, (b) diligently perform and observe all of the
terms, covenants and conditions of the Franchise Agreement on the part of
Grantor to be performed and observed to the end that all things shall be done
which are necessary to keep unimpaired the rights of Grantor under the
Franchise Agreement, and (c) promptly notify Beneficiary of the giving of any
notice to Grantor of any default by Grantor in the performance or observance of
any of the terms, covenants or conditions of the Franchise Agreement on the
part of Grantor to be performed and observed and deliver to Beneficiary a true
copy of each such notice. Grantor shall not, without the prior consent of the
Beneficiary, surrender the Franchise Agreement or terminate or cancel the
Franchise Agreement or modify, change, supplement, alter or amend the Franchise
Agreement, in any respect, either orally or in writing, and Grantor hereby
assigns to Beneficiary as further security for the payment of the Debt and for
the performance and observance of the terms, covenants and conditions of this
Deed of Trust, all the rights, privileges and prerogatives of Grantor to
surrender the Franchise Agreement or to terminate, cancel, modify, change,
supplement, alter or amend the Franchise Agreement in any respect, and any such
surrender of the Franchise Agreement or termination, cancellation,
modification, change, supplement, alteration or amendment of the Franchise
Agreement without the prior written consent of Beneficiary shall be void and of
no force and effect. If Grantor shall default in the performance or observance
of any material term, covenant or condition of the Franchise Agreement on the
part of Grantor to be performed or observed, then, without limiting the
generality of the other provisions of this Deed of Trust, and without waiving
or releasing Grantor from any of its obligations hereunder, Beneficiary shall

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have the right, but shall be under no obligation, to pay any sums and to
perform any act or take any action as may be appropriate to cause all the
terms, covenants and conditions of the Franchise Agreement on the part of
Grantor to be performed or observed to be promptly performed or observed on
behalf of Grantor, to the end that the rights of Grantor in, to and under the
Franchise Agreement shall be kept unimpaired and free from default.
Beneficiary and any person designated by Beneficiary shall have, and are hereby
granted, the right to enter upon the Trust Property at any time and from time
to time for the purpose of taking any such action. If the franchisor under the
Franchise Agreement shall deliver to Beneficiary a copy of any notice sent to
Grantor of default under the Franchise Agreement, such notice shall constitute
full protection to Beneficiary for any action taken or omitted to be taken by
Beneficiary in good faith, in reliance thereon. Grantor shall, from time to
time, use its best efforts to obtain from the franchisor under the Franchise
Agreement such certificates of estoppel with respect to compliance by Grantor
with the terms of the Franchise Agreement as may be requested by Beneficiary.
Grantor shall exercise each individual option, if any, to extend or renew the
term of the Franchise Agreement upon demand by Beneficiary made at any time
within one (1) year of the last day upon which any such option may be
exercised, and Grantor hereby expressly authorizes and appoints Grantor its
attorney-in- fact to exercise any such option in the name of and upon behalf of
Grantor, which power of attorney shall be irrevocable and shall be deemed to be
coupled with an interest.

4.33 Cooperation. (a) Grantor acknowledges that Beneficiary and
its successors and assigns may (i) sell this Deed of Trust, the Note and other
Loan Documents to one or more investors as a whole loan, (ii) participate the
loan (the "Loan") secured by this Deed of Trust to one or more investors, (iii)
deposit this Deed of Trust, the Note and other Loan Documents with a trust,
which trust may sell certificates to investors evidencing an ownership interest
in the trust assets or (iv) otherwise sell the Loan or interest therein to
investors (the transactions referred to in clauses (i) through (iv) are
hereinafter referred to as "Secondary Market Transactions"). Grantor shall
cooperate in good faith with Beneficiary in effecting any such Secondary Market
Transaction and shall cooperate in good faith to implement all requirements
imposed by any rating agency involved in any Secondary Market Transaction (the
"Rating Agency") including, without limitation, all structural or other changes
to the Loan, modifications to any documents evidencing or securing the Loan,
delivery of opinions of counsel acceptable to the rating agency and addressing
such matters as the rating agency may require; provided, however, that the
Grantor shall not be required to modify any documents evidencing or securing
the Loan which would modify (i) the interest rate payable under the Note, (ii)
the stated maturity of the Note, (iii) the amortization of principal of the
Note, or (iv) any other material

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economic term of the Note. Grantor shall provide such information and
documents relating to Grantor, the Trust Property and any tenants of the
Improvements as Beneficiary may reasonably request in connection with a
Secondary Market Transaction. Beneficiary shall have the right to provide to
prospective investors any information in its possession, including, without
limitation, financial statements relating to Grantor, the Trust Property and
any tenant of the Improvements. Grantor acknowledges that certain information
regarding the Loan and the parties thereto and the Trust Property may be
included in a private placement memorandum, prospectus or other disclosure
documents.

(b) In the event the Loan is included as an asset in a
Secondary Market Transaction by Beneficiary or any of its Affiliates, Grantor
shall, within ten (10) Business Days after Beneficiary's written request
therefor, at Grantor's sole cost and expense, deliver opinions in form and
substance and delivered by counsel reasonably acceptable to Beneficiary and the
Rating Agency, as may be reasonably required by Beneficiary and/or the Rating
Agency in connection with such Secondary Market Transaction including, but not
limited to, a reasoned opinion of counsel which concludes that: (i) a State or
federal court would recognize and give effect to the separate existence of the
Grantor and its principals and each general partner of the Grantor whether it
is a corporation, a partnership or in an individual, as the case may be, and
accordingly, in a bankruptcy case in which any of such parties is a debtor,
such court would not, under bankruptcy law principles or under the corporate
law doctrine of "piercing the corporation veil" or the "alter-ego rule," order
the substantive consolidation of the assets and liabilities of the Grantor with
those of any of its principals or any general partner of the Grantor, and (ii)
a bankruptcy trustee of the Grantor or of any of the general partners of the
Grantor, as debtor in possession, would not prevail in an action to set aside
the placing of the Deed of Trust on the Trust Property as a fraudulent
conveyance. Grantor's failure to deliver the opinions required hereby within
such ten (10) Business Day period shall constitute an "Event of Default"
hereunder.

4.34 Certain Matters Relating to Trust Property Located in the
State of California. With respect to the Trust Property which is located in
the State of California, notwithstanding anything contained herein to the
contrary:

(a) Concerning the Trustee. (i) Should Beneficiary
elect to foreclose by exercise of the power of sale herein contained,
Beneficiary shall notify Trustee and Trustee shall institute a proceeding or
proceedings, by advertisement, judicial process or otherwise, as provided under
applicable law, for the complete or partial foreclosure of this Deed of Trust
or the complete or partial sale of the Trust Property under the power of sale
hereunder or under any applicable provision of law. To the

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extent permitted by applicable law, any sale may be adjourned by announcement
at the time and place appointed for such sale without further notice except as
may be required by law. After each sale, Trustee shall make to the purchaser
or purchasers at such sale good and sufficient conveyances in the name of
Grantor, conveying the Trust Property so sold to the purchaser or purchasers
with general warranty of title by Grantor, subject to the Permitted Exceptions
and to such Leases and other matters, if any, as Trustee may elect upon request
of Beneficiary, and shall receive the proceeds of said sale or sales and apply
the same as herein provided. Payment of the purchase price to the Trustee
shall satisfy the obligation of the purchaser at such sale therefor, and such
purchaser shall not be responsible for the application thereof. Trustee is
specifically empowered to sell or offer for sale the Trust Property in such
portions, order and parcels as Beneficiary may request. The power of sale
granted herein shall not be exhausted by any sale held hereunder by Trustee or
its substitute or successor, and such power of sale may be exercised from time
to time and as many times as Beneficiary may deem necessary until all of the
Trust Property has been duly sold and all Debt has been fully paid. In the
event any sale hereunder is not completed or is defective in the opinion of
Beneficiary, such sale shall not exhaust the power of sale hereunder and
Beneficiary shall have the right to cause a subsequent sale or sales to be made
hereunder.

(ii) Beneficiary may, by following the procedures and
satisfying the requirements prescribed by applicable law, request Trustee to
foreclose on only a portion of the Trust Property and, in such event, said
foreclosure shall not affect the lien of this Deed of Trust on the remaining
portion of the Trust Property not foreclosed. The sale by Trustee of less than
the whole of the Trust Property shall not exhaust the power of sale herein
granted, and Trustee is specifically empowered to make successive sale or sales
under such power until the whole of the Trust Property shall be sold. If the
proceeds of such sale of less than the whole of the Trust Property shall be
less than the aggregate of the Debt secured hereby and the expense of executing
this trust as provided herein, this Deed of Trust and the lien hereof shall
remain in full force and effect as to the unsold portion of the Trust Property
just as though no sale had been made, provided that Grantor shall never have
the right to require the sale of less than the whole of the Trust Property but
Beneficiary shall have the right, at its sole election, to request Trustee to
sell less than the whole of the Trust Property.

(iii) Trustee may, after any request or direction of
Beneficiary, sell not only the real property but also the personal property and
other interests which are a part of the Trust Property, or any part thereof, as
a unit and as a part of a single sale, or may sell any part of the Trust
Property separately from the remainder of the Trust Property.

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(iv) Any and all statements of fact or other recitals made in
any deed or deeds given by Trustee or any successor or substitute appointed
hereunder as to nonpayment of the secured Debt or as to the occurrence of any
default, or as to Beneficiary having declared all of the secured Debt to be due
and payable, or as to the request to sell, or as to notice of time, place and
terms of sale and the properties to be sold having been duly given, or as to
the refusal, failure or inability to act of Trustee or any successor or
substitute appointed hereunder, or as to the appointment of any successor or
substitute trustee, or as to any other act or thing having been duly done by
Beneficiary or by such Trustee, substitute or successor, shall be taken as
prima facia evidence of the truth of the facts so stated and recited.

(v) Trustee or its successor or substitute may appoint or
delegate any one or more persons as agent to perform any act or acts necessary
or incident to any sale held b Trustee, including the posting of notices and
the conduct of sale, but in the name and on behalf of Trustee, its successor or
substitute. If Trustee or his successor or substitute shall have given notice
of sale hereunder, any successor or substitute trustee thereafter appointed may
complete the sale and the conveyance of the Trust Property pursuant thereto as
if such notice had been given by the successor or substitute trustee conducting
the sale.

(vi) At the option of Beneficiary, this instrument shall be
effective as a mortgage as well as a deed of trust and upon the occurrence of
an event of default may be foreclosed as to any of the Trust Property in any
manner permitted by the laws of the state in which any part of the Trust
Property is situated, and any foreclosure suit may be brought by Trustee or by
Beneficiary. To the extent, if any, required to cause this instrument to be so
effective as a mortgage as well as a deed of trust, Grantor hereby mortgages
the Trust Property to Beneficiary. In the event a foreclosure hereunder shall
be commenced by Trustee, or its substitute or successor, Beneficiary may at any
time before the sale of the Trust Property direct Trustee to abandon the sale,
and may then institute suit for the collection of the Note and the other
secured indebtedness and for the foreclosure of this Deed of Trust. It is
agreed that if Beneficiary should institute a suit for the collection of the
Note or any other secured indebtedness and for the foreclosure of this Deed of
Trust, Beneficiary may at any time before the entry of a final judgment in said
suit dismiss the same and require Trustee, its substitute or successor, to sell
the Trust Property in accordance with the provisions of this Deed of Trust.

(vii) Beneficiary shall have the right to become the
purchaser at any sale held by Trustee or its substitute or successor or by a
receiver or public officer or at public sale, and shall have the right to
credit upon the amount of the bid made

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therefor, to the extent necessary to satisfy such bid, the secured indebtedness
owing to Beneficiary.

(viii) Beneficiary shall have the right to proceed with
foreclosure (judicial or non-judicial) of the liens and security interests
hereunder without declaring the entire secured Debt due, and in such event any
such foreclosure sale may be made subject to the unmatured part of the secured
Debt. Any such sale shall not in any manner affect the unmatured part of the
secured Debt, but as to such unmatured part this Deed of Trust shall remain in
full force and effect as though no sale had been made. The proceeds of such
sale shall be applied as provided in Section 3.2, except that the amount paid
under Section 3.2(c) shall be only the matured portion of the secured Debt and
any proceeds of such sale in excess of those provided for in clauses (a)
through (c) of Section 3 (modified as provided above) shall be applied to the
prepayment of any other secured Debt in such manner and order and to such
extent as Beneficiary deems advisable; the remainder, if any, shall be applied
as provided in Section 3.2(d) hereof. Several sales may be made hereunder
without exhausting the right of sale for any unmatured part of the secured
indebtedness.

(b) Acceptance by Trustee. Trustee accepts this trust
when this Deed of Trust, duly executed and acknowledged, is made a public
record as provided by law. Trustee is not obligated to notify any party hereto
of pending sale under any other deed of trust or of any action or proceeding in
which Grantor, Beneficiary or Trustee shall be a party unless brought by
Trustee.

(c) Rights and Duties. It shall be no part of the duty of
Trustee to see to any recording, filing or registration of this Deed of Trust
or any other instrument in addition or supplemental hereto, or to give any
notice thereof, or to see to the payment of or be under any duty in respect of
any tax or assessment or other governmental charge which may be levied or
assessed on the Trust Property, or any part thereof, or against Trustee, or to
see to the performance or observance by Trustee of any of the covenants and
agreements contained herein. Trustee shall not be responsible for the
execution, acknowledgement or validity of this Deed of Trust or of any
instrument in addition or supplemental hereto or for the sufficiency of the
security purported to be created hereby, and makes no representation in respect
thereof or in respect of the rights of Beneficiary. Trustee shall have the
right to advice of counsel upon any matters arising hereunder and shall be
fully protected in relaying as to legal matters on the advice of counsel.
Trustee shall not incur any personal liability hereunder except for its own
gross negligence or willful misconduct and Trustee shall have the right to rely
on any instrument, document or signature authorizing or supporting any action
taken or proposed to be taken by Trustee hereunder and believed by Trustee in
good faith to be genuine.

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(d) Subrogation to Existing Liens; Vendor's Lien. To the
extent that proceeds of the Note are used to pay Debt secured by any
outstanding lien, security interest, charge or prior encumbrance against the
Trust Property, such proceeds have been advanced by Beneficiary at Trustee's
request, and Beneficiary shall be subrogated to any and all rights, security
interests and liens owned by any owner or holder of such outstanding liens,
security interests, charges or encumbrances, however remote, irrespective of
whether said liens, security interests, charges or encumbrances are released,
and all of the same are recognized as valid and subsisting and are renewed and
continued and merged herein to secured the Debt, but the terms and provisions
of this Deed of Trust shall govern and control the manner and terms of
enforcement of the liens, security interests, charges and encumbrances to which
Beneficiary is subrogated hereunder. It is expressly understood that, in
consideration of the payment of such indebtedness by Beneficiary, Grantor
hereby waives and releases all demands and causes of action for offsets and
payments in connection with the said indebtedness. If all or any portion of
the proceeds of the loan evidenced by the Note or of any other secured
indebtedness has been advanced for the purpose of paying the purchase price for
all or a part of the Trust Property, no vendor's lien is waived; and
Beneficiary shall have, and is hereby granted, a vendor's lien on the Trust
Property as cumulative additional security for the secured indebtedness.
Beneficiary may foreclose under this Deed of Trust or under the vendor's lien
without waiving the other or may foreclose under both.

(e) Substitute Trustee. Trustee may resign by an instrument
in writing addressed to Beneficiary, or Trustee may be removed at any time with
or without cause by an instrument in writing executed by Beneficiary. In case
of the death, resignation, removal or disqualification of Trustee, or if for
any reason Beneficiary shall deem it desirable to appoint a substitute or
successor trustee to act instead of the herein named trustee or any substitute
or successor trustee, then Beneficiary shall have the right and is hereby
authorized and empowered to appoint a successor trustee, or a substitute
trustee, without other formality than appointment and designation in writing
executed by Beneficiary, and the authority hereby conferred shall extend to the
appointment of other successor and substitute trustees successively until the
Debt secured hereby has been paid in full, or until the Trust Property is fully
and finally sold hereunder. In the event that the Debt is owned by more than
one person or entity, the holder or holders of not less than a majority in
amount of such indebtedness shall have the right and authority to make the
appointment of a successor or substitute trustee as provided for in the
preceding sentence or to remove Trustee as provided in the first sentence of
this Section. Such appointment and designation by Beneficiary, or by the
holder or holders of not less than a majority of the Debt secured hereby, shall
be full evidence of the

75
<PAGE> 80
right and authority to make the same and of all facts therein recited. If
Beneficiary is a corporation or association or trust and such appointment is
executed in its behalf by an officer or trustee of such corporation or
association or trust, such appointment shall be conclusively presumed to be
executed with authority and shall be valid and sufficient without proof of any
action by the board of directors or any superior officer of the corporation or
association or trust. Upon the making of any such appointment and designation,
all of the estate and title of Trustee in the Trust Property shall vest in the
named successor or substitute trustee, and it shall thereupon succeed to and
shall hold, possess and execute, all of the rights, powers, privileges,
immunities and duties herein conferred upon Trustee; but, nevertheless, upon
the written request of Beneficiary or of the successor or substitute trustee,
the trustee ceasing to act shall execute and deliver an instrument transferring
to such successor or substitute trustee all of the estate and title in the
Trust Property of the trustee so ceasing to act, together with all the rights,
powers, privileges, immunities and duties herein conferred upon the Trustee,
and shall duly assign, transfer and deliver any of the properties and moneys
held by said trustee hereunder to said successor or substitute trustee. All
references herein to "Trustee" shall be deemed to refer to Trustee (including
any successor substitute appointed and designated as herein provided) from time
to time acting hereunder.

(f) No Liability of Trustee. TRUSTEE SHALL NOT BE LIABLE FOR
ANY ERROR OF JUDGMENT OR ACT DONE BY TRUSTEE IN GOOD FAITH, OR BE OTHERWISE
RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING
TRUSTEE'S NEGLIGENCE), EXCEPT FOR TRUSTEE'S GROSS NEGLIGENCE OR MISCONDUCT.
Trustee shall have the right to rely on any instrument, document or signature
authorizing or supporting any action taken or proposed to be taken by it
hereunder, believed by it in good faith to be genuine. All moneys received by
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law), and
Trustee shall be under no liability for interest on any moneys received by it
hereunder. Trustee hereby ratifies and confirms any and all acts which the
herein-named Trustee or its successor or successors, substitute or substitutes,
in this trust, shall do lawfully by virtue hereof.

4.35 Certain Matters Relating to Trust Property Located in the
State of Missouri. With respect to the Trust Property which is located in the
State of Missouri, notwithstanding anything contained herein to the contrary:

(a) Upon the occurrence of an Event of Default, Trustee at
any time, at Trustee's option, may commence and maintain suit in

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<PAGE> 81
any court of competent jurisdiction and obtain the aid and direction of said
court in the execution by the Trustee of the trusts or any of them, herein
expressed or contained, and, in such suit, may obtain the orders or decrees,
interlocutory or final of said court directing the exexcution of said trusts,
and confirming and approving Trustee's acts, or any of them, or any sales of
conveyances made by Trustee, and adjudging the validity thereof, and directing
that the purchasers of the Trust Property sold and conveyed be let into
immediate possession thereof, and providing for orders of court or other
process requiring the Sheriff of the county in which said Trust Property is
situated to place and maintain said purchasers in quiet and peaceable
possession of the property so purchased by them, and the whole thereof.

(b) Trustee hereby lets the Trust Property to Grantor and
assisns until this Deed of Trust is released and satisfied or until the
occurrence of an Event of Default, on the following terms: Grantor and all
persons claiming or possessing the Trust Property or any part thereof shall pay
rent therefore during the term at one cent (1c.) per month payable upon demand,
and shall and will surrender peaceful possession of the Trust Property, and
every party thereof, to Trustee immediately on the occurrence of an Event of
Default and without notice or demand therefore, and thereupon Trustee shall be
entitled to the rents, revenues, incomes and profits therefrom as hereinabove
provided; provided nothing in this Deed of Trust shall be construed to prevent
Beneficiary from having and taking every legal means to enforce payment of the
Note, and each installment thereof, without having first enforced this Deed of
Trust; provided that if Grantor shall well and truly pay or cause to be paid to
Beneficiary, the Note, and perform all and singular the several covenants and
agreements herein set forth, and if the amounts expended as aforesaid shall be
repaid on demand as aforesaid, then this trust shall cease and be void and the
property hereinbefore conveyed shall be released at the cost of the Grantor.

BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK

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<PAGE> 82
IN WITNESS WHEREOF, Grantor has executed this Deed of Trust on the day
and year first written above.

GRANTOR:
-------

CROSSHOST, INC.
a Delaware corporation

*
By: /s/ MICHAEL S. McNULTY
------------------------------
Name: Michael S. McNulty
Title: President

*
Substantially similar agreements executed for each of the Transferred
Properties located in the States of California and Missouri.

<PAGE> 83
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS )

Personally appeared before me, the undersigned authority in and for
the said county and state, on this 11th day of September, 1996, within my
jurisdiction, the within named Michael S. McNulty, who acknowledged that (he)
(she) is President of Crosshost, Inc., a Maryland corporation, and that for and
on behalf of the said corporation, and as its act and deed (he) (she) executed
the above and foregoing instrument, after first having been duly authorized by
said corporation so to do.

BECKY ETTER
-------------------------
Notary Public

My commission expires:

September 29, 1999
- ---------------------
(Affix official seal, if applicable)

<PAGE> 84
EXHIBIT A

Legal Description

A Parcel of land situated in Rose Farm New Orchards in the Southeast Quarter of
Section 12, Township 7 South, Range 9 West, Jackson County, Mississippi, and
being more particularly described as follows:

Commencing at an iron pipe found at a fence corner at the point of intersection
of the East margin of Tucker Road with the South line of Lot 18, Rose Farm New
Orchards; thence along a curve of said East margin of Tucker Road to the left,
having a radius of 1135.12 feet and an arc length of 130.40 feet, to the point
of beginning, being N 15degrees26'17" West 130.33 feet; thence further along a
curve of said East margin to the left, having a radius of 1135.12 feet and an
arc length of 316.24 feet to an iron pipe found being N 26degrees42'34" West
315.22 feet; and lying on the South line of Section "B", Rose Farm West
Orchards; thence along said South line of Section "B", N 89degrees35'38" East
506.56 feet; thence S 00degrees24'32" East 282.58 feet; thence S
89degrees35'38" West 366.88 feet to the point of beginning.

PART OF LOT 18 OF ROSE FARM NEW ORLEANS OF SECTION 12, TOWNSHIP 7
SOUTH, RANGE 9 WEST, JACKSON COUNTY, MISSISSIPPI

Signed for Identification

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

<PAGE> 85
EXHIBIT B

Cross-collateralized Property

Those certain Deeds of Trust and Security Agreement (each, "Deed of Trust")
between CrossHost, Inc. ("Grantor") and CS First Boston Mortgage Capital
Corporation ("Beneficiary") dated as of the date hereof, which are secured by
properties located in Poplar Bluff, MO, Minor, MO, San Diego, CA, and Ocean
Springs, Miss.

Those certain Mortgage and Security Agreements (each, "Mortgage") between
CrossHost, Inc. ("Mortgagor") and CS First Boston Mortgage Capital Corporation
("Mortgagee") dated as of the date hereof which are secured by properties
located in Somerset, KY, Rock Falls, IL, Tallahassee, FL, Sarasota, FL and
Destin, FL.

<PAGE> 86
EXHIBIT C

Allocated Loan Amount

The Sleep Inn, Ocean Springs, Mississippi Allocated Loan Amount is Two
Million One Hundred Thousand and NO/100 Dollars ($2,100,000.00).

<PAGE> 87
EXHIBIT D

Franchise Agreement

That certain Franchise Agreement between Choice Hotels International,
Inc. and Ocean Springs Hotel Company dated January 28, 1994 for property
located in Ocean Springs, Mississippi.

<PAGE> 88
EXHIBIT E

FF&E Reserve Deposit

The Sleep Inn, Ocean Springs, Mississippi monthly FF&E Reserve Deposit
is Four Thousand and Seventy-Six and NO/100 Dollars ($4,076.00)

<PAGE> 1
EXHIBIT 10.14

LEASE AGREEMENT
(Sleep Inn, Ocean Springs, Mississippi)

between

CROSSHOST, INC.

and

CROSSROADS HOSPITALITY TENANT COMPANY, L. L. C.

September 6, 1996
<PAGE> 2
LEASE AGREEMENT
(SLEEP INN, OCEAN SPRINGS, MISSISSIPPI)

THIS LEASE AGREEMENT (hereinafter called this "Lease"), made as of
the_____ day of September, 1996, by and between CROSSHOST, INC., a Maryland
corporation (hereinafter called "Lessor") and CROSSROADS HOSPITALITY TENANT
COMPANY, L. L. C., a Delaware limited liability company (hereinafter called
"Lessee"), provides as follows.

WITNESSETH:

Lessor will hold and own clear and marketable title to a hotel
commonly known as the Sleep Inn, Ocean Springs, Mississippi ("Leased
Property", as more fully described in Section 1.1 hereof) and certain other
hotel properties (hereinafter sometimes referred to individually as a "Hotel"
and collectively as the "Hotels") and is entering into other similar leases
(hereinafter sometimes referred to individually as a "Lease" and collectively
as the "Leases") with Lessee covering the other Hotels.

In furtherance of the consummation of such series of transactions,
Lessor and Lessee wish to enter into this Lease and that certain Master
Agreement, dated of even date herewith (the "Master Agreement") by and among
the Lessor, the Lessee and Crossroads Hospitality Company, L.L.C.
("Crossroads").

NOW, THEREFORE, Lessor, in consideration of the payment of rent by
Lessee and the other covenants and agreements to be performed by Lessee, and
upon the terms and conditions hereinafter stated, does hereby rent and lease
unto Lessee, and Lessee does hereby rent and lease from Lessor, the Leased
Property.

Section 1.

1.1 Leased Property. The Leased Property is comprised of
Lessor's interest in the following:

1.1.1 the land described in Exhibit "A" attached hereto and
by reference incorporated herein (the "Land");

1.1.2 all buildings, structures and other improvements of
every kind including, but not limited to, alleyways and connecting tunnels,
sidewalks, utility pipes, conduits and lines (on-site and offsite), parking
areas and roadways appurtenant to such buildings and structures presently
situated upon the Land (collectively, the "Leased Improvements");

1.1.3 all easements, rights and appurtenances relating to
the Land and the Leased Improvements;

<PAGE> 3
1.1.4 all equipment, machinery, fixtures, and other items
of property required or incidental to the use of the Leased Improvements as a
hotel, including all components thereof, now and hereafter permanently affixed
to or incorporated into the Leased Improvements, including, without limitation,
all furnaces, boilers, heaters, electrical equipment, heating, plumbing,
lighting, ventilating, refrigerating, incineration, air and water pollution
control, waste disposal, air-cooling and air-conditioning systems and
apparatus, sprinkler systems and fire and theft protection equipment, all of
which to the greatest extent permitted by law are hereby deemed by the parties
hereto to constitute real estate, together with all replacements,
modifications, alterations and additions thereto (collectively, the
"Fixtures");

1.1.5 all furniture and furnishings, Inventory and all
other items of personal property (excluding Inventory and other personal
property owned by Lessee) located on, and used in connection, with the
operation of the Leased Improvements as a hotel, together with all
replacements, modifications, alterations and additions thereto; and

1.1.6 that certain Commercial Lease (ground lease), dated
November 8, 1993, and relating and adjacent to the Leased Property.

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE LEASED PROPERTY IS DEMISED IN
ITS PRESENT CONDITION WITHOUT REPRESENTATION OR WARRANTY BY LESSOR AND SUBJECT
TO THE RIGHTS OF PARTIES IN POSSESSION, AND TO THE EXISTING STATE OF TITLE
INCLUDING ALL COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS AND OTHER MATTERS
OF RECORD INCLUDING ALL APPLICABLE LEGAL REQUIREMENTS, THE LIEN OF FINANCING
INSTRUMENTS, MORTGAGES, DEEDS OF TRUST AND SECURITY DEEDS, AND INCLUDING OTHER
MATTERS WHICH WOULD BE DISCLOSED BY AN INSPECTION OF THE LEASED PROPERTY OR BY
AN ACCURATE SURVEY THEREOF.

1.2 Term.

(A) The term of the Lease (the "Term") shall commence on the date
of closing of that certain Contract of Purchase and Sale,, dated effective May
24, 1996, as from time to time amended, by and between Ocean Springs Hotel
Company, as Seller, and Host Funding, Inc., a Maryland corporation, as
Purchaser (the "Commencement Date"), and covering the sale to Lessor of the
Leased Property (said Contract of Purchase and Sale, as assigned by Host
Funding, Inc. to Lessor, herein called the "Contract of Purchase and Sale"),
and shall end on the fifteenth annual anniversary of the last day of the month
in which the Commencement Date occurs, unless sooner terminated in accordance
with the provisions hereof. Because of the lack of certainty of the actual
date of the Commencement Date, the Lessor shall provide to Lessee at least five
(5) days prior written notice of the Commencement Date.

3
<PAGE> 4
(B) In addition to the other termination provisions contained in
this Lease, this Lease shall terminate if: (a) the Lessor shall have sold the
Leased Property to a third party that is not an Affiliate, (b) the Lessor shall
have provided to the Lessee Notice as set forth in Section 44 hereof of
termination, if the obligations of the Lessor shall not have been expressly
assumed by a purchaser approved by the Lessee and, the Lessor shall have paid
to the Lessee a lease cancellation fee (the " Lease Cancellation Fee") or
accrued but unpaid Negative Base Rent, as applicable all as more fully
described on Exhibit "B" attached hereto and made a part hereof.

Section 2 - Definitions.

For all purposes of this Lease, except as otherwise expressly provided
or unless the context otherwise requires, (a) the terms defined in this Section
have the meanings assigned to them in this Section and include the plural as
well as the singular, (b) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles and the Uniform System as are at the time applicable, all
references in this Lease to designated "Sections" and other subdivisions are to
the designated Sections and other subdivisions of this Lease, and (d) the words
"herein", "hereof" and "hereunder" and other words of similar import refer to
this Lease as a whole and not to any particular Section or other subdivision:

Additional Charges: As defined in Section 3.5 of this Lease.

Affiliates: As used in this Lease the term "Affiliate" of a person
shall mean (a) any person that, directly or indirectly, controls or is
controlled by or is under common control with such person, (b) any other person
that owns, beneficially, directly or indirectly, five percent or more of the
outstanding capital stock, shares or equity interests of such person, or any
officer, director, employee, partner or trustee of such person or any person
controlling, controlled by or under common control with such person (excluding
trustees and persons serving in similar capacities who are not otherwise an
Affiliate of such person). The term "person" means and includes individuals,
corporations, general and limited partnerships, stock companies or
associations, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts, or other entities and governments and
agencies and political subdivisions thereof. For the purposes of this
definition, "control" (including the correlative meanings of the terms
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person,
through the ownership of voting securities, partnership interests or other
equity interests.

Award: As defined in Section 15.1.3 of this Lease.

Base Management Fee: An amount equal to five percent (5%) of Gross
Revenues (as defined in the Uniform System) which shall be an imputed amount
retained by Lessee as a management fee and charged as a Gross Operating Expense
of the Hotel.

4
<PAGE> 5
Base Rate: The rate of interest announced publicly by Bank of America
in San Francisco, California from time to time, as such bank's base rate. If
no such rate is announced or becomes discontinued, then such other rate as
Lessor may reasonably designate.

Base Rent: As defined in Section 3.1(A) of this Lease.

Break-Even Threshold: Such amount of Gross Revenues for the Leased
Property as set forth on Exhibit E attached hereto and made a part hereof.

Capital Expenditure Budget: As defined in Section 40 of this Lease.

Capital Expenditure Reserve Account: As defined in Section 40 of this
Lease.

CERCLA: The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

Code: The Internal Revenue Code of 1986, as amended.

Commencement Date: As defined in Section 1.2(A) of the Lease.

Condemnation, Condemnor: As defined in Section 15.1 of this Lease.

Date of Taking: As defined in Section 15.1(2) of this Lease.

Encumbrance: As defined in Section 35.1 of this Lease.

Environmental Authority: Any department, agency or other body or
component of any Government that exercises any form of jurisdiction or
authority under any Environmental Law.

Environmental Authorization: Any license, permit, order, approval,
consent, notice, registration, filing or other form of permission or
authorization required under any Environmental Law.

Environmental Laws: All applicable federal, state, local and foreign
laws and regulations relating to pollution of the environment (including
without limitation, ambient air, surface water, ground water, land surface or
subsurface strata), including without limitation laws and regulations relating
to emissions, discharges, Releases or threatened Releases of Hazardous
Materials or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous
Materials. Environmental Laws include, but are not limited to CERCLA, FIFRA,
RCRA, SARA and TSCA.

Environmental Liabilities: Any and all obligations to pay the amount
of any judgment or settlement, the cost of complying with any settlement,
judgment or order for injunctive or other

5
<PAGE> 6
equitable relief, the cost of compliance or corrective action in response to
any notice, demand or request from an Environmental Authority, the amount of
any civil penalty or criminal fine, and any court costs and reasonable amounts
for attorneys' fees, fees for witnesses and experts, and costs of investigation
and preparation for defense of any claim or any Proceeding, regardless of
whether such Proceeding is threatened, pending or completed, that may be or
have been asserted against or imposed upon Lessor, Lessee, any Predecessor, the
Leased Property or any property used therein and arising out of:

(a) Failure of Lessee, Lessor, any Predecessor or the Leased
Property to comply at any time with all Environmental Laws;

(b) Presence of any Hazardous Materials on, in, under, at or in
any way affecting the Leased Property;

(d) Identification of Lessee, Lessor or any Predecessor as a
potentially responsible party under CERCLA or under any Environmental Law
similar to CERCLA;

(e) Presence at any time of any above-ground and/or underground
storage tanks, as defined in RCRA or in any applicable Environmental Law on,
in, at or under the Leased Property or any adjacent site or facility; or

(f) Any and all claims for injury or damage to persons or property
arising out of exposure to Hazardous Materials originating or located at the
Leased Property, or resulting from operation thereof or any adjoining property.

Event of Default: As defined in Section 16.1 of this Lease.

Facility: The hotel and/or other facility offering lodging and other
services or amenities being operated or proposed to be operated on the Leased
Property.

Fair Market Rental: The fair market rental of the Leased Property
means the rental which a willing tenant not compelled to rent would pay a
willing landlord not compelled to lease for the use and occupancy of such
Leased Property pursuant to the Lease for the term in question, (a) assuming
that Lessee is not in default thereunder, and (b) determined in accordance with
the appraisal procedures set forth in Section 34 or in such other manner as
shall be mutually acceptable to Lessor and Lessee.

Fair Market Value: The fair market value of the Leased Property means
an amount equal to the price that a willing buyer not compelled to buy would
pay a willing seller not compelled to sell for such Leased Property, (a)
assuming the same is unencumbered by this Lease, (b) determined in

6
<PAGE> 7
accordance with the appraisal procedures set forth in Section 34 or in such
other manner as shall be mutually acceptable to Lessor and Lessee, assuming
that such seller must pay customary closing costs and title premiums, and (d)
taking into account the positive or negative effect on the value of the Leased
Property attributable to the interest rate, amortization schedule, maturity
date, prepayment penalty and other terms and conditions of any encumbrance that
is assumed by the transferee. In addition, in determining the Fair Market
Value with respect to damaged or destroyed Leased Property, such value shall be
determined as if such Leased Property had not been so damaged or destroyed.

FIFRA: The Federal Insecticide, Fungicide, and Rodenticide Act, as
amended.

Financials: For any Fiscal Year or other accounting period for
Lessee, statements of earnings and retained earnings and of changes in
financial position for such period and for the period from the beginning of the
respective Fiscal Year to the end of such period and the related balance sheet
as at the end of such period, together with the notes thereto, all in
reasonable detail and setting forth in comparative form the corresponding
figures for the corresponding period in the preceding Fiscal Year, and prepared
in accordance with generally accepted accounting principles and audited by
independent certified public accountants acceptable to Lessor in its sole
discretion.

Fiscal Year: The 12-month period from January 1 to December 31.

Fixtures: As defined in Section 1.1.4 of this Lease.

Franchise Agreement: Any franchise agreement or license agreement
with a franchisor under which the Facility is operated.

FF&E: All furniture, fixtures, equipment, wall coverings, and hotel
systems located at, or used in connection with the Leased Property, together
with all replacements therefor and additions thereto, including, without
limitation, (i) all equipment and systems required for the operation of
kitchens and bars, if any, laundry and dry cleaning facilities, (ii) office
equipment, (iii) dining room wagons, materials handling equipment, cleaning and
engineering equipment, (iv) telephone and computerized accounting systems and
(v) vehicles.

Governing State Law: The laws of the State in which the Leased
Property is situated shall govern this Agreement.

Government: The United States of America, any state, district or
territory thereof, any foreign nation, any state, district, department,
territory or other political division thereof, or any political subdivision of
any of the foregoing.

Gross Operating Expenses: All expenses incurred in the ordinary
course of operating the Leased Property as defined in the Uniform System.

7
<PAGE> 8
Gross Operating Profit: The amount by which Gross Revenues exceeds
Gross Operating Expenses as such calculation is more fully described in the
Uniform System.

Gross Revenues: All receipts, revenues, income and proceeds of sales
of every kind received by Tenant directly or indirectly from the operation of
the Leased Property as more fully described in the Uniform System.

Gross Room Revenues: All revenues derived from the rental, sale, use
or occupancy of guest rooms or meeting rooms within the Leased Property,
including cash and credit transactions, but excluding sales taxes or other
taxes collected from guests, or in conjunction with the rental of guest rooms
or meeting rooms.

Hazardous Materials: All chemicals, pollutants, contaminants, wastes
and toxic substances, including without limitation:

(a) Solid or hazardous waste, as defined in RCRA or in any
Environmental Law;

(b) Hazardous substances, as defined in CERCLA or in any
Environmental Law;

(d) Insecticides, fungicides, or rodenticides, as defined in FIFRA or
in any Environmental Law; and

(e) Gasoline or any other petroleum product or byproduct,
polychlorinated biphenols, asbestos and urea formaldehyde.

Impositions: Collectively, all taxes (including, without limitation,
all ad valorem, sales and use, single business, gross receipts, transaction
privilege, rent or similar taxes as the same relate to or are imposed upon
Lessee or its business conducted upon the Leased Property) assessments
(including, without limitation, all assessments for public improvements or
benefit, whether or not commenced or completed prior to the date hereof
provided that said improvements are completed within the Term and whether or
not to be completed within the Term), ground rents, water, sewer or other rents
and charges, excises, tax inspection, authorization and similar fees and all
other governmental charges, in each case whether general or special, ordinary
or extraordinary, or foreseen or unforeseen, of every character in respect of
the Leased Property or the business conducted thereon by Lessee, (including all
interest and penalties thereon caused by any failure in payment by Lessee),
which at any time prior to, during or with respect to the Term hereof may be
assessed or imposed on or with respect to or be a lien upon (a) Lessor's
interest in the Leased Property, (b) the Leased Property, or any part thereof
or any rent therefrom or any estate, right, title or interest therein, or (c)
any occupancy, operation, use or possession of, or sales from, or activity
conducted on or in connection with the Leased Property, or the leasing or use
of the Leased Property or any part thereof by Lessee. Notwithstanding the
foregoing or anything otherwise contained in this definition of

8
<PAGE> 9
Impositions or elsewhere in this Lease or in the Master Agreement shall be
construed to require Lessee to prepare tax returns or reports for, or pay (1)
any tax based on net income (whether denominated as a franchise or capital
stock or other tax) imposed on Lessor or any other person, or (2) any net
revenue tax of Lessor or any other person, or (3) any tax imposed with respect
to the sale, exchange or other disposition by Lessor of any Leased Property or
the proceeds thereof, (4) any real estate or personal property taxes imposed
upon the Lessor's property including but not limited to the Leased Property or
(5) any single business, gross receipts (including any tax on any rent received
by Lessor from Lessee), transaction, privilege or similar taxes as the same
relate to or are imposed upon Lessor, except to the extent that any tax,
assessment, tax levy or charge that Lessee is obligated to pay pursuant to the
first sentence of this definition and that is in effect at any time during the
Term hereof is totally or partially repealed, and a tax, assessment, tax levy
or charge set forth in clause (1) or (2) is levied, assessed or imposed
expressly in lieu thereof.

Indemnified Party: Either a Lessee Indemnified Party or a Lessor
Indemnified Party.

Indemnifying Party: Any party obligated to indemnify an Indemnified
Party pursuant to Sections 8.3 or 23.1 of this Lease.

Insurance Requirements: All terms of any insurance policy required by
this Lease and all requirements of the issuer of any such policy.

Inventory: All "Inventories of Merchandise" and "Inventories of
Supplies" as 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
same may hereafter be revised.

Land: As defined in Section 1 of this Lease.

Lease: This Lease.

Leased Improvements: Leased Property: Each as defined in Section 1 of
this Lease.

Legal Requirements: All federal, state, county, municipal and other
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions affecting either the Leased Property or the
maintenance, construction, use or alteration thereof (whether by Lessee or
otherwise), whether or not hereafter enacted and in force, including (a) all
laws, rules or regulations pertaining to the environment, occupational health
and safety and public health, safety or welfare, and (b) any laws, rules or
regulations that may (1) require repairs, modifications or alterations in or to
the Leased Property, or (2) in any way adversely affect the use and enjoyment
thereof; and all permits, licenses and authorizations and regulations relating
thereto and all covenants, agreements, restrictions and encumbrances contained
in any instruments, either of record or known to Lessee (other than
encumbrances created by Lessor without the consent of Lessee), at any time in
force affecting the Leased Property.

9
<PAGE> 10
Lessee: The Lessee designated on this Lease and its permitted
successors and assigns.

Lessee Indemnified Party: Lessee, any Affiliate of Lessee, any other
Person against whom any claim for indemnification may be asserted hereunder as
a result of a direct or indirect ownership interest (including a stockholder's
interest or partnership interest) in Lessee, the officers, directors,
stockholders, employees, agents and representatives of Lessee and any partner,
corporate stockholder, agent, or representative of Lessee, and the respective
heirs, personal representatives, successors and assigns of any such officer,
director, partner, stockholder, employee, agent or representative.

Lessor: The Lessor designated on this Lease and its successors and
assigns.

Lessor Indemnified Party: Lessor, any Affiliate of Lessor, any other
Person against whom any claim for indemnification may be asserted hereunder as
a result of a direct or indirect ownership interest (including a stockholder's
or partnership interest) in Lessor, the officers, directors, stockholders,
employees, agents and representatives of the general partner of Lessor and any
partner, agent, or representative of Lessor, and the respective heirs, personal
representatives, successors and assigns of any such officer, director, partner,
stockholder, employee, agent or representative.

Minimum Price: The sum of (a) the equity in the Leased Property at
the time of acquisition of the Leased Property by Lessor (i.e., that portion of
the acquisition price of the Leased Property paid by Lessor in cash and/or the
original exchange value of its common shares) as more fully described on
Exhibit I attached hereto and made a part hereof, plus (b) other capital
expenditures on the Leased Property by Lessor after the date hereof, plus the
unpaid principal balance of all encumbrances against the Leased Property at the
time of purchase of the Leased Property by Lessee, less (x) all proceeds
received by Lessor from any financing or refinancing of the Leased Property
after the date hereof (after payment of any debt refinanced and net of any
costs and expenses incurred in connection with such financing or refinancing,
including, without limitation, loan points, commitment fees and commissions and
legal fees) and (y) the net amount (after deduction of all reasonable legal
fees and other costs and expenses, including without limitation expert witness
fees, incurred by Lessor in connection with obtaining any such proceeds or
award) of all insurance proceeds received by Lessor and Awards received by
Lessor from any Partial Taking of the Leased Property that are not applied to
restoration.

Negative Base Rent. To the extent that at any time during the first
four (4) years after the Commencement Date the Property Cash Flow from the
Leased Property is less than the Base Rent, then Lessee will be allowed to
accrue the difference as Negative Base Rent. The Negative Base Rent shall be
cumulative but shall not bear interest.

Notice: A notice given pursuant to Section 33 of this Lease.

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Officer's Certificate: A certificate of Lessee signed by the chief
financial officer or another officer authorized so to sign by the board of
directors or by-laws of Lessee, or any other person whose power and authority
to act has been authorized by delegation in writing by any such officer.

Overdue Rate: On any date, a rate equal to the Base Rate plus 2% per
annum, but in no event greater than the maximum rate then permitted under
applicable law.

Payment Date: Any due date for the payment of any installment of
Rent.

Percentage Rent: As defined in Section 3.1(B) of this Lease.

Person: Any Government, natural person, corporation, partnership or
other legal entity.

Predecessor: Any Person whose liabilities arising under any
Environmental Law have or may have been retained or assumed by Lessee, either
contractually or by operation of law, relating to the Leased Property.

Primary Intended Use: As defined in Section 7.2.2 of this Lease.

Proceeding: Any judicial action, suit or proceeding (whether civil or
criminal), any administrative proceeding (whether formal or informal), any
investigation by a governmental authority or entity (including a grand jury),
and any arbitration, mediation or other non-judicial process for dispute
resolution.

Property Cash Flow: Gross Operating Profit less capital
expenditures, the amount of the imputed Base Management Fee and property
insurance required pursuant to Section 13 hereof.

RCRA: The Resource Conservation and Recovery Act, as amended.

Real Estate Taxes: All real estate taxes, including general and
special assessments, if any, which are imposed upon the Land, and any
improvements thereon.

Rejectable Offer Price: An amount equal to the greater of (a) the
Fair Market Value, determined as of the applicable purchase date, or (b) the
Minimum Price.

Release: A "Release" as defined in CERCLA or in any Environmental
Law, unless such Release has been properly authorized and permitted in writing
by all applicable Environmental Authorities or is allowed by such Environmental
Law without authorizations or permits.

Rent: Collectively, the Base Rent, Percentage Rent, and Additional
Charges.

SARA: The Superfund Amendments and Reauthorization Act of 1986, as
amended.

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State: The State or Commonwealth of the United States in which the
Leased Property is located.

Taking: A taking or voluntary conveyance during the Term hereof of
all or part of the Leased Property, or any interest therein or right accruing
thereto or use thereof, as the result of, or in settlement of, any Condemnation
or other eminent domain proceeding affecting the Leased Property whether or not
the same shall have actually been commenced.

Term: As defined in Section 1.2(A) of this Lease.

TSCA: The Toxic Substances Control Act, as amended.

Uneconomic for its Primary Intended Use: A state or condition of the
Facility such that in the good faith judgment of Lessee, reasonably exercised
and evidenced by the resolution of the board of directors or other governing
body of Lessee, the Facility cannot be operated on a commercially practicable
basis for its Primary Intended Use, taking into account, among other relevant
factors, the number of usable rooms and projected revenues, such that Lessee
intends to, and shall, complete the cessation of operations from the Leased
Facility.

Uniform System: Shall mean the Uniform System of Accounts for Hotels
(8th Revised Edition, 1986) as published by the Hotel Association of New York
City, Inc., as same may hereafter be revised.

Unsuitable for its Primary Intended Use: A state or condition of the
Facility such that, in the good faith judgment of Lessee, reasonably exercised
and evidenced by the resolution of the board of directors or other governing
body of Lessee, due to casualty damage or loss through Condemnation, the
Facility cannot function as an integrated hotel facility consistent with
standards applicable to a well maintained and operated hotel.

Section 3.

3.1 Rent. Lessee will pay to Lessor in lawful money of the United
States of America which shall be legal tender for the payment of public and
private debts, in immediately available funds, at Lessor's address set forth in
Section 33 hereof or at such other place or to such other Person, as Lessor
from time to time may designate in a Notice, all Base Rent, Percentage Rent and
Additional Charges, during the Term, as follows:

(A) Base Rent: Beginning with November, 1996, in
consecutive monthly installments, on or before the tenth day of each calendar
month of the Term ("Base Rent") an amount corresponding to the amounts set
forth on Exhibit D attached hereto and made a part hereof; provided, however,
Tenant shall pay on November 10, 1996, all amounts of Base Rent due through

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October 31, 1996; provided, further, however, that the first and last monthly
payments of Base Rent shall be pro-rated as to any partial month (subject to
adjustment as provided in Sections 5.2, 14.5, 15.3, 15.5, and 15.6); and

(B) Percentage Rent: For each Fiscal Year during the
Term commencing with the Fiscal Year beginning January 1, 1997, Tenant shall
pay percentage rent ("Percentage Rent")on a quarterly basis within twenty (20)
days after the end of each calendar quarter and in an amount calculated in
accordance with the formula set forth on Exhibit E attached hereto and made a
part hereof.

(C) Officer's Certificates: Additionally, an Officer's
Certificate shall be delivered to Lessor quarterly, together with such
quarterly Percentage Rent payment, setting forth the calculation of such rent
payment for such quarter within 20 days after each of the first three quarters
of each Fiscal Year (or part thereof) in the Term. Such quarterly payments
shall be based on the formula set forth on Exhibit E.

In addition, on or before March 31 of each year, commencing with March
31, 1997, Lessee shall deliver to Lessor an Officer's Certificate reasonably
acceptable to Lessor setting forth the computation of the actual Percentage
Rent that accrued for each quarter of the Fiscal Year that ended on the
immediately preceding December 31 and shall pay Percentage Rent to Lessor, if
due and payable, for the last quarter of the applicable Fiscal Year.
Additionally, if the annual Percentage Rent due and payable for any Fiscal Year
(as shown in the applicable Officer's Certificate) exceeds the amount actually
paid as Percentage Rent by Lessee for such year, Lessee also shall pay such
excess to Lessor at the time such certificate is delivered. If the Percentage
Rent actually due and payable for such Fiscal Year is shown by such certificate
to be less than the amount actually paid as Percentage Rent for the applicable
Fiscal Year, Lessor shall reimburse such amount to Lessee.

The obligation to pay Percentage Rent shall survive the expiration or
earlier termination of the Term, and a final reconciliation, taking into
account, among other relevant adjustments, any adjustments which are accrued
after such expiration or termination date but which related to Percentage Rent
accrued prior to such termination date, and Lessee's good faith best estimate
of the amount of any unresolved contractual allowances, shall be made not later
than two years after such expiration or termination date, but Lessee shall
advise Lessor within 60 days after such expiration or termination date of
Lessee's best estimate at that time of the approximate amount of such
adjustments, which estimate shall not be binding on Lessee or have any legal
effect whatsoever.

3.2 Confirmation of Percentage Rent. Lessee shall utilize, or
cause to be utilized, an accounting system for the Leased Property in
accordance with its usual and customary practices, and in accordance with
generally accepted accounting principles and the Uniform System, that will
accurately record all data necessary to compute Percentage Rent, and Lessee
shall retain, for at least four years after the expiration of each Fiscal Year
(and in any event until the reconciliation described in Section 3.1 for such
Fiscal Year has been made), reasonably adequate records conforming to such
accounting system showing all data necessary to compute Percentage Rent for the
applicable Fiscal Years. Lessor, at its expense (except as provided
hereinbelow), shall have the right from time to time by its accountants or
representatives to audit the information that formed the basis for the data set
forth in any Officer's Certificate provided under Section 3.1 and, in
connection with such audits, to

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examine all Lessee's records (including supporting data and sales and excise
tax returns) reasonably required to verify Percentage Rent, subject to any
prohibitions or limitations on disclosure of any such data under Legal
Requirements. If any such audit discloses a deficiency in the payment of
Percentage Rent, and either Lessee agrees with the result of such audit or the
matter is otherwise determined or compromised, Lessee shall forthwith pay to
Lessor the amount of the deficiency, as finally agreed or determined. If any
such audit discloses that the Percentage Rent actually due from Lessee for any
Fiscal Year exceed those reported by Lessee by more than 10%, Lessee shall pay
the cost of such audit and examination. Any proprietary information obtained
by Lessor pursuant to the provisions of this Section shall be treated as
confidential, except that such information may be used, subject to appropriate
confidentiality safeguards, in any litigation between the parties and except
further that Lessor may disclose such information to prospective lenders for
the Leased Property. The obligations of Lessee contained in this Section shall
survive the expiration or earlier termination of this Lease.

3.3 Annual Budget. The Lessee shall, on or before sixty (60) days
after the Commencement Date, submit the Annual Budget for 1996 (or the
remainder thereof) to the Lessor for Lessor's approval within thirty (30) days
of its receipt of such Annual Budget. For all Fiscal Years thereafter, not
later than October 31 of each Fiscal Year, Lessee shall submit the Annual
Budget for the next fiscal year to Lessor for Lessor's approval. The Annual
Budget for 1996 and all Fiscal Years thereafter shall contain the following:

(a) Lessee's reasonable estimate of Gross Revenues (including
room rates), Gross Operating Expenses, and Gross Operating Profits for the
forthcoming Fiscal Year itemized on schedules prepared by Lessee, as same may
be revised or replaced from time to time by Lessee and approved by Lessor,
together with the assumptions, in narrative form, forming the basis of such
schedules.

(b) The Capital Expenditure Budget described in Section 40
hereof.

(d) A narrative description of the program for advertising
and marketing the Leased Property for the forthcoming Fiscal Year containing a
detailed budget itemization of the proposed advertising expenditures by
category and the assumptions, in narrative form forming the basis of such
budget itemization.

(e) The Competitive Set information required pursuant to
Section 42 hereof.

Notwithstanding the foregoing, if Lessor and Lessee are unable to
agree upon the Annual Budget or any details thereof, the final Annual Budget
shall be determined by arbitration in accordance with the provisions of Section
43 hereof, it being understood that only those details, line items or portions
of the Annual Budget which are in dispute shall be the subject of such
arbitration. Pending the conclusion of any such arbitration proceeding, the
Annual Budget for all purposes under this Lease shall be the Annual Budget for
the prior Fiscal Year, modified by increasing the Lease expenses by a factor of
ten percent (10%). Lessor and Lessee agree that arbitration shall be the sole
procedure for resolving any dispute regarding the Annual Budget. Lessee shall
diligently pursue all feasible measures to enable the Leased Property to adhere
to the Annual Budget, provided, however,

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Lessor acknowledges and agrees that Lessee will not be responsible for any
variances from the Annual Budget.

3.4 Books and Records. Lessee shall keep full and adequate books
of account and other records reflecting the results of operation of the Leased
Property (including those relating to Negative Base Rent) on an accrual basis,
all in accordance with the Uniform System and generally accepted accounting
principles and the obligations of Lessee under this Lease Agreement. The
books of account and all other records relating to or reflecting the operation
of the Leased Property shall be kept either at the Leased Property or at
Lessee's offices in Orlando, Florida and/or Pittsburgh, Pennsylvania and shall
be available to Lessor and its representatives and its auditors or accountants,
at all reasonable times for examination, audit, inspection, and transcription.
All of such books and records pertaining to the Leased Property including,
without limitation, books of account, guest records and front office records,
at all times shall be the property of Lessor and shall not be removed from the
Leased Property or Lessor's offices by Lessee without Lessor's Approval. For
at least seven (7) years after the termination of this Lease upon the prior
written approval of Lessor which shall not be unreasonably withheld or delayed,
the Lessor shall provide to Lessee access to all such books and records during
reasonable business hours and upon reasonable notice.

3.5 Additional Charges. In addition to the Base Rent and
Percentage Rent, (a) Lessee also will pay and discharge as and when due and
payable all other amounts, liabilities, obligations and Impositions that Lessee
agrees to pay under this Lease, and (b) in the event of any failure on the part
of Lessee to pay any of those items referred to in clause (a) of this Section
3.5, Lessee also will promptly pay and discharge every fine, penalty, interest
and cost that may be added for non-payment or late payment of such items (the
items referred to in clauses (a) and (b) of this Section 3.5 being additional
rent hereunder and being referred to herein collectively as the "Additional
Charges"), and Lessor shall have all legal, equitable and contractual rights,
powers and remedies provided either in this Lease or by statute or otherwise in
the case of non-payment of the Additional Charges as in the case of non-payment
of the Base Rent and Percentage Rent. Subject to the other terms and
conditions of this Lease, if any installment of Base Rent, Percentage Rent or
Additional Charges (but only as to those Additional Charges that are payable
directly to Lessor) shall not be paid on its due date, Lessee will pay Lessor
on demand, as Additional Charges, a late charge (to the extent permitted by
law) computed at the Overdue Rate on the amount of such installment, from the
due date of such installment to the date of payment thereof. To the extent
that Lessee pays any Additional Charges to Lessor pursuant to any requirement
of this Lease, Lessee shall be relieved of its obligation to pay such
Additional Charges to the entity to which they would otherwise be due and
Lessor shall pay same from monies received from Lessee.

3.6 Net Lease Provision. Subject to the other provisions contained
within this Lease and the Lessee's express rights to abatement of Rent, the
Rent shall be paid absolutely net to Lessor, so that this Lease shall yield to
Lessor the full amount of the installments of Rent throughout the Term, all as
more fully set forth in Section 5, but subject to any other provisions of this
Lease that expressly provide for adjustment or abatement of Rent or other
charges or expressly provide that certain expenses or maintenance shall be paid
or performed by Lessor.

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Section 4

4.1 Payment of Impositions. Subject to Section 12 relating to
permitted contests, Lessee will pay, or cause to be paid, all Impositions
(excluding Real Estate Taxes and personal property taxes imposed upon the
Leased Property and all of the Lessor's other property) before any fine,
penalty, interest or cost may be added for non-payment, such payments to be
made directly to the taxing or other authorities where feasible, and will
promptly furnish to Lessor copies of official receipts or other satisfactory
proof evidencing such payments. Lessee's obligation to pay such Impositions
shall be deemed absolutely fixed upon the date such Impositions become a lien
upon the Leased Property or any part thereof. If any such Imposition may, at
the option of the taxpayer, lawfully be paid in installments (whether or not
interest shall accrue on the unpaid balance of such Imposition), Lessee may
exercise the option to pay the same (and any accrued interest on the unpaid
balance of such Imposition) in installments and in such event, shall pay such
installments during the Term hereof (subject to Lessee's right of contest
pursuant to the provisions of Section 12) as the same respectively become due
and before any fine, penalty, premium, further interest or cost may be added
thereto. Lessor, at its expense, shall, to the extent required or permitted by
applicable law, prepare and file all tax returns in respect of Lessor's net
income, gross receipts, sales and use, single business, transaction privilege,
rent, ad valorem, franchise taxes, Real Estate Taxes and taxes on its capital
stock, and Lessee, at its expense, shall, to the extent required or permitted
by applicable laws and regulations, prepare and file all other tax returns and
reports in respect of any Imposition as may be required by governmental
authorities and pay all amounts due pursuant to such filings and reports. If
any refund shall be due from any taxing authority in respect of any Imposition
paid by Lessee, the same shall be paid over to or retained by Lessee if no
Event of Default shall have occurred hereunder and be continuing. If an Event
of Default shall have occurred and be continuing, any such refund shall be paid
over to or retained by Lessor. Any such funds retained by Lessor due to an
Event of Default shall be applied as provided in Section 16. Lessor and Lessee
shall, upon request of the other, provide such data as is maintained by the
party to whom the request is made with respect to the Leased Property as may be
necessary to prepare any required returns and reports. Lessor shall file all
personal property tax returns, including tax payments, in such jurisdictions
where it is legally required to so file. Lessor will maintain and prepare all
cost and depreciation records necessary for filing returns for any property so
classified as personal property. Where Lessor is legally required to file
personal property tax returns, Lessor shall provide Lessee with copies of
assessment notices in sufficient time for Lessee to file a protest.

4.2 Notice of Impositions. Lessor shall give prompt Notice to
Lessee of all Impositions payable by Lessee hereunder of which Lessor at any
time has knowledge, provided that Lessor's failure to give any such Notice
shall in no way diminish Lessee's obligations hereunder to pay such
Impositions, but such failure shall obviate any default hereunder for a
reasonable time after Lessee receives Notice of any Imposition which it is
obligated to pay during the first taxing period applicable thereto.

4.3 Adjustment of Impositions. Impositions imposed in respect of
the tax-fiscal period during which the Term terminates shall be adjusted and
prorated between Lessor and Lessee, whether or not such Imposition is imposed
before or after such termination, and Lessee's obligation to pay its prorated
share thereof after termination shall survive such termination.

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4.4 Utility Charges. After the Commencement Date, Lessee will be
solely responsible for maintaining utility services to the Leased Property and
will pay or cause to be paid all charges for electricity, gas, oil, water,
sewer and other utilities used in the Leased Property after the Commencement
Date and during the Term; provided, however, Lessor shall provide to Lessee any
and all amounts necessary as security deposits to obtain such utility service.

4.5 Insurance Premiums. Lessee will pay or cause to be paid all
premiums for the insurance coverages required to be maintained by it under
Section 13.

4.6 Franchise Fees. Lessee will pay or cause to be paid all
franchise fees due and owing in accordance with the terms and conditions of the
Franchise Agreement.

Section 5.

5.1 No Termination, Abatement, etc. Except as otherwise
specifically provided in this Lease, and except for loss of the Franchise
Agreement solely by reason of any action or inaction by Lessor, Lessee, to the
extent permitted by law, shall remain bound by this Lease in accordance with
its terms and shall neither take any action without the written consent of
Lessor to modify, surrender or terminate the same, nor seek nor be entitled to
any abatement, deduction, deferment or reduction of the Rent, or set off
against the Rent.

5.2 Abatement Procedures. In the event of a Partial Taking as
described in Section 15.5 and/or a Temporary Taking as described in Section
15.6, the Lease shall not terminate, but the Base Rent shall be abated in the
manner and to the extent that is fair, just and equitable to both Lessee and
Lessor, taking into consideration, among other relevant factors, the number of
usable rooms, the amount of square footage, or the revenues affected by such
Partial Taking and/or a Temporary Taking and the allocation to the parties of
any Award. If Lessor and Lessee are unable to agree upon the amount of such
abatement within 30 days after such Partial Taking and/or Temporary Taking, the
matter may be submitted by either party to arbitration in accordance with the
provisions of Section 43 hereof for resolution.

Section 6

6.1 Ownership of the Leased Property. Lessee acknowledges that
the Leased Property will, subject to the closing of the Contract of Purchase
and Sale, be the property of Lessor and that Lessee has only the right to the
possession and use of the Leased Property upon the terms and conditions of this
Lease.

6.2 Lessee's Personal Property. Lessee will acquire and
maintain throughout the Term such Inventory as is required to operate the
Leased Property in the manner contemplated by this Lease. Lessee may (and
shall as provided hereinbelow), at its expense, install, affix or assemble or
place on any parcels of the Land or in any of the Leased Improvements, any
items of personal property (including Inventory) owned by Lessee. Lessee, at
the commencement of the Term, and from time to time thereafter, shall provide
Lessor with an accurate list of all such items of Lessee's personal property
(collectively, the "Lessee's Personal Property"). Lessee may, subject to the
first sentence of this Section 6.2 and the conditions set forth below, remove
any of Lessee's Personal

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Property set forth on such list at any time during the Term or upon the
expiration or any prior termination of the Term. All of Lessee's Personal
Property, other than Inventory, not removed by Lessee within sixty (60) days
following the expiration or earlier termination of the Term shall be considered
abandoned by Lessee and may be appropriated, sold, destroyed or otherwise
disposed of by Lessor without first giving Notice thereof to Lessee, without
any payment to Lessee and without any obligation to account therefor. Lessee
will, at its expense, restore the Leased Property to the condition required by
Section 9.1.3, including repair of all damage to the Property caused by the
removal of Lessee's Personal Property, whether effected by Lessee or Lessor.
Notwithstanding the foregoing, upon the expiration or earlier termination of
the Term, Lessee shall sell and Lessor, or its designee, shall purchase all
Inventory on hand at the Leased Property at the time of such expiration or
termination for a sale price equal to the fair market value of such Inventory,
as evidenced by invoices, receipts, or other reasonable documentation. Lessee
may make such financing arrangements, title retention agreements, leases or
other agreements with respect to the Lessee's Personal Property as it sees fit
provided that Lessee first advises Lessor of any such arrangement and such
arrangement expressly provides that in the event of Lessee's default
thereunder, Lessor (or its designee) may assume Lessee's obligations and rights
under such arrangement.

6.3 Lessor's Representations. Lessor represents and warrants that
(a) Lessor will, subject to the closing of the Contract of Purchase and Sale,
have good, clear and marketable title to the Leased Property, (b) Lessor has
full authority to grant to the Lessee the leasehold interest described in this
Lease, (c) the Leased Property is free from any material defects and (d) the
Leased Property is zoned, and all governmental approvals have been obtained,
for the current uses of the Leased Property as a hotel. In addition, Lessor
agrees to deliver to Lessee a current title report on the Leased Property
verifying the accuracy of the representations contained in this Section 6.3.

6.4 Balance Sheet on Commencement and Termination of Lease. Upon
the Commencement Date, the Lessor shall deliver possession of the Leased
Property along with levels of cash on hand of not less than Thirty thousand
($30,000) (provided however, that $5,000 of such cash amount shall be
designated for "start-up expenses", including utility deposits, operating
expenses and linens), inventory at levels no less than those set forth on
Exhibit J attached hereto and made a part hereof, and amounts sufficient to
satisfy all outstanding vacation liabilities, as of the Commencement Date for
the Leased Property. The Lessor shall deliver to the Lessee a balance sheet
and financial statements for the Leased Property balanced to the satisfaction
of the Lessee as of such Commencement Date. The Lessor shall certify that all
such financial statements are prepared in accordance with the Uniform System
and Generally Accepted Accounting Principles and completely and accurately
reflect the financial position of the Leased Property in all material respects.
Lessor agrees to indemnify, defend and hold harmless Lessee for any and all
claims, liabilities, damages, actions, costs and expenses (including attorneys
fees) arising prior to the Commencement Date regardless of whether such claims,
liabilities, damages, actions, costs and expenses are disclosed in the
financial statements delivered by Lessor to Lessee. In addition, Lessor shall
terminate or satisfy all obligations under all equipment and space leases and
satisfy all outstanding payables at the Leased Property as of the Commencement
Date. Upon the termination of the Lease, the Lessee shall assign to the Lessor
all assets and liabilities (including but not limited to all liabilities
pursuant to service contracts and leases) and Lessor shall execute instruments,
reasonably requested by Lessee, evidencing such assumption of liabilities by
the Lessor.

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6.5 Lessee's Representations. Lessee represents and warrants that
(a) Lessee is a validly existing limited liability company organized under the
laws of the State of Delaware and is qualified to do business in all states in
which it is required to so qualify due to the nature of its business activities
and (b) Lessee has the requisite power and authority to enter into this Lease.

6.6 Lessor's Lien. Lessor is granted a lien and security
interest on all Lessee's Personal Property now or hereinafter placed in or upon
the Leased Property, and such lien and security interest shall remain attached
to such Lessee's Personal Property until payment in full of all Rent and
satisfaction of all of Lessee's obligations hereunder; provided, however,
Lessor shall subordinate its lien and security interest to that of any
non-Affiliate of Lessee which finances such Lessee's Personal Property or any
non-affiliate conditional seller of such Lessee's Personal Property, the terms
and conditions of such subordination to be satisfactory to Lessor in the
exercise of reasonable discretion. Lessee shall, upon the request of Lessor,
execute such financing statements or other documents or instruments reasonably
requested by Lessor to perfect the lien and security interest herein granted.

Section 7.

7.1 Condition of the Leased Property. Lessee acknowledges receipt
and delivery of possession of the Leased Property. Lessee has examined and
otherwise has knowledge of the condition of the Leased Property and has found
the same to be satisfactory for its purposes hereunder. In addition, to the
extent permitted by law, Lessor hereby grants to Lessee the right to proceed
against any Predecessor in title for breaches of warranties or representations
or for latent defects in the Leased Property. Lessor shall fully cooperate
with Lessee in the prosecution of any such claim, in Lessor's or Lessee's name.
Without limiting the Lessor's representations and warranties contained in this
Lease or in the Master Agreement, the Lessor reiterates its disclaimer of
warranty contained in Section 1.1.6 hereof.

7.2 Use of the Leased Property.

7.2.1 Lessee covenants that it will proceed with all due
diligence and will exercise its diligent efforts to maintain all approvals
needed to use and operate the Leased Property and the Facility under applicable
local, state and federal law.

7.2.2 Lessee shall use or cause to be used the Leased
Property only as a hotel facility, and for such other uses as may be necessary
or incidental to such use or such other use as otherwise approved by Lessor
(the "Primary Intended Use"). Lessee shall not use the Leased Property or any
portion thereof for any other use without the prior written consent of Lessor
which consent may be granted, denied or conditioned in Lessor's sole
discretion. No use shall be made or permitted to be made and no act shall be
done or permitted to be done of, or on, the Leased Property, which will cause
the cancellation or increase the premium of any insurance policy covering the
Leased Property or any part thereof (unless another adequate policy
satisfactory to Lessor is available and Lessee pays any premium increase), nor
shall Lessee sell or permit to be kept, used or sold in or about the Leased
Property any article which may be prohibited by law or fire underwriter's
regulations. Lessee shall, at its sole cost, comply with all of the
requirements pertaining to the Leased Property of any insurance board,
association, organization or company necessary for the maintenance of
insurance, as herein provided, covering the Leased Property and Lessee's
Personal Property.

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7.2.3 Subject to the provisions of Sections 14, 15, 21 and
22, Lessee covenants and agrees that during the Term it will (1) operate
continuously the Leased Property as a hotel facility, (2) keep in full force
and effect and comply with all the provisions of Franchise Agreements, if any
(3) not terminate or amend Franchise Agreements, if any, without the prior
written consent of Lessor which shall not be unreasonably withheld or delayed,
and (4) maintain appropriate certifications and licenses for such use.

7.2.4 Lessee shall not commit or suffer to be committed any
waste on the Leased Property, or in the Facility, nor shall Lessee cause or
permit any nuisance thereon.

7.2.5 Lessee shall neither suffer nor permit the Leased
Property or any portion thereof, to be used in such a manner as (1) might
reasonably tend to impair Lessor's title thereto or to any portion thereof, or
(2) may reasonably make possible a claim or claims of adverse usage or adverse
possession by the public, as such, or of implied dedication of the Leased
Property or any portion thereof, except as necessary in the ordinary and
prudent operation of the Facility on the Leased Property.

7.2.6 Except as may be agreed upon in writing in advance by
the parties, neither the Lessor nor any of its Affiliates shall own, or have
any interest in, any hotel or motel property that is within a five mile radius
of the Leased Property. In addition, neither the Lessor nor any of its
Affiliates shall operate or manage any hotel or motel property that is within a
five mile radius of any hotel or motel property in which Lessee or an Affiliate
of Lessee has an interest on the date Lessor would otherwise commence owning,
possessing an interest in, operating or managing such property. Other than
hotels or motels owned, managed, operated or in which Lessee has an interest as
of the Commencement Date, the Lessee agrees that it shall not manage, operate
or own any interest in any hotel or motel property that is within a five (5)
mile radius of the Leased Property.

7.3 Lessor to Grant Easements Lessor will, from time to time, so
long as no Event of Default has occurred and is continuing, at the request of
Lessee and at Lessee's cost and expense (but subject to the approval of Lessor,
which approval shall not be unreasonably withheld or delayed), (a) grant
easements and other rights in the nature of easements with respect to the
Leased Property to third parties, (b) release existing easements or other
rights in the nature of easements which are for the benefit of the Leased
Property, dedicate or transfer unimproved portions of the Leased Property for
road, highway or other public purposes, (d) execute petitions to have the
Leased Property annexed to any municipal corporation or utility district, (e)
execute amendments to any covenants and restrictions affecting the Leased
Property, and (f) execute and deliver to any person any instrument appropriate
to confirm or effect such grants, releases, dedications, transfers, petitions
and amendments (to the extent of its interest in the Leased Property), but only
upon delivery to Lessor of an Officer's Certificate stating that such grant,
release, dedication, transfer, petition or amendment is not detrimental to the
proper conduct of the business of Lessee on the Leased Property and does not
materially reduce the value of the Leased Property.

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Section 8.

8.1 Compliance with Legal and Insurance Requirements, etc.
Subject to 8.3 2 below and Section 12 relating to permitted contests, Lessee,
at its expense, will promptly (a) materially comply with all applicable Legal
Requirements and Insurance Requirements in respect of the use, operation,
maintenance, repair and restoration of the Leased Property, and (b) procure,
maintain and comply with all appropriate licenses and other authorizations
required for any use of the Leased Property and Lessee's Personal Property then
being made, and for the proper erection, installation, operation and
maintenance of the Leased Property or any part thereof.

8.2 Legal Requirement Covenants. Subject to Section 8.3.2 below,
Lessee covenants and agrees that the Leased Property and Lessee's Personal
Property shall not be used for any unlawful purpose, and that Lessee shall not
permit or suffer to exist any unlawful use of the Leased Property by others.
Lessee shall acquire and maintain all appropriate licenses, certifications,
permits and other authorizations and approvals required to operate the Leased
Property in its customary manner for the Primary Intended Use, and any other
lawful use conducted on the Leased Property as may be permitted from time to
time hereunder. Lessee further covenants and agrees that Lessee's use of the
Leased Property and maintenance, alteration, and operation of the same, and all
parts thereof, shall at all times conform to all Legal Requirements, unless the
same are finally determined by a court of competent jurisdiction to be unlawful
(and Lessee shall cause all such sub-tenants, invitees or others so to comply
with all Legal Requirements). Lessee may, however, upon prior Notice to
Lessor, contest the legality or applicability of any such Legal Requirement or
any licensure or certification decision if Lessee maintains such action in good
faith, with due diligence, without prejudice to Lessor's rights hereunder, and
at Lessee's sole expense. If by the terms of any such Legal Requirement
compliance therewith pending the prosecution of any such Proceeding may legally
be delayed without the incurrence of any lien, charge or liability of any kind
against the Facility or Lessee's leasehold interest therein and without
subjecting Lessee or Lessor to any liability, civil or criminal, for failure so
to comply therewith, Lessee may delay compliance therewith until the final
determination of such Proceeding. If any lien, charge or civil or criminal
liability would be incurred by reason of any such delay, Lessee, on the prior
written consent of Lessor, which consent shall not be unreasonably withheld,
may nonetheless contest as aforesaid and delay as aforesaid provided that such
delay would not subject Lessor to criminal liability and Lessee both (a)
furnishes to Lessor security reasonably satisfactory to Lessor against any loss
or injury by reason of such contest or delay, and (b) prosecutes the contest
with due diligence and in good faith.

8.3 Environmental Covenants. Lessor and Lessee (in addition to,
and not in diminution of, Lessee's covenants and undertakings in Sections 8.1
and 8.2 hereof) covenant and agree as follows:

8.3.1 At all times hereafter until such time as all
liabilities, duties or obligations of Lessee to the Lessor under the Lease have
been satisfied in full, Lessee shall fully comply with all Environmental Laws
applicable to the Leased Property and the operations thereon. Lessee agrees to
give Lessor prompt written notice of (1) all Environmental Liabilities; (2) all
pending, threatened or anticipated Proceedings, and all notices, demands,
requests or investigations, relating to any Environmental Liability or relating
to the issuance, revocation or change in any Environmental Authorization
required for operation of the Leased Property; (3) all Releases at, on, in,
under or in

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any way affecting the Leased Property, or any Release known by Lessee at, on,
in or under any property adjacent to the Leased Property; and (4) all facts,
events or conditions that could reasonably lead to the occurrence of any of the
above-referenced matters.

8.3.2 Lessor hereby agrees to defend, indemnify and hold
harmless any and all Lessee Indemnified Parties from and against any and all
Environmental Liabilities other than Environmental Liabilities which were
caused by the grossly negligent acts or grossly negligent failures to act of
Lessee. As a condition precedent to the effectiveness of this Lease, the Lessor
shall deliver to the Lessee Phase I environmental studies regarding the Leased
Property performed by an engineering firm acceptable to Lessee and stating that
the Leased Property is in compliance with all applicable Environmental Laws to
the satisfaction of Lessee.

8.3.3 Lessee hereby agrees to defend, indemnify and hold
harmless any and all Lessor Indemnified Parties from and against any and all
Environmental Liabilities caused by the acts or grossly negligent failures to
act of Lessee.

8.3.4 If any Proceeding is brought against any Indemnified
Party in respect of an Environmental Liability with respect to which such
Indemnified Party may claim indemnification under either Section 8.3.2 or
8.3.3, the Indemnifying Party, upon request, shall at its sole expense resist
and defend such Proceeding, or cause the same to be resisted and defended by
counsel designated by the Indemnified Party and approved by the Indemnifying
Party, which approval shall not be unreasonably withheld; provided, however,
that such approval shall not be required in the case of defense by counsel
designated by any insurance company undertaking such defense pursuant to any
applicable policy of insurance. Each Indemnified Party shall have the right to
employ separate counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel will be at the sole
expense of such Indemnified Party unless such counsel has been approved by the
Indemnifying Party, which approval shall not be unreasonably withheld. The
Indemnifying Party shall not be liable for any settlement of any such
Proceeding made without its consent, which shall not be unreasonably withheld,
but if settled with the consent of the Indemnifying Party, or if settled
without its consent if its consent shall be unreasonably withheld, or if there
be a final, nonappealable judgment for an adversary party in any such
Proceeding, the Indemnifying Party shall indemnify and hold harmless the
Indemnified Parties from and against any liabilities incurred by such
Indemnified Parties by reason of such settlement or judgment.

8.3.5 At any time any Indemnified Party has reason to
believe circumstances exist which could reasonably result in an Environmental
Liability, upon reasonable prior written notice to Lessee stating such
Indemnified Party's basis for such belief, an Indemnified Party shall be given
immediate access to the Leased Property (including, but not limited to, the
right to enter upon, investigate, drill wells, take soil borings, excavate,
monitor, test, cap and use available land for the testing of remedial
technologies), Lessee's employees, and to all relevant documents and records
regarding the matter as to which a responsibility, liability or obligation is
asserted or which is the subject of any Proceeding; provided that such access
may be conditioned or restricted as may be reasonably necessary to ensure
compliance with law and the safety of personnel and facilities or to protect
confidential or privileged information. All Indemnified Parties requesting
such immediate access and cooperation shall endeavor to coordinate such efforts
to result in as minimal interruption of the operation of the Leased Property as
practicable.

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8.3.6 The indemnification rights and obligations provided
for in this Section 8 shall be in addition to any indemnification rights and
obligations provided for elsewhere in this Lease.

8.3.7 The indemnification rights and obligations provided
for in this Section 8 shall survive the termination of this Agreement.

For purposes of this Section 8.3, all amounts for which any
Indemnified Party seeks indemnification shall be computed net of (a) any actual
income tax benefit resulting therefrom to such Indemnified Party, (b) any
insurance proceeds received (net of tax effects) with respect thereto, and any
amounts recovered (net of tax effects) from any third parties based on claims
the Indemnified Party has against such third parties which reduce the damages
that would otherwise be sustained; provided that in all cases, the timing of
the receipt or realization of insurance proceeds or income tax benefits or
recoveries from third parties shall be taken into account in determining the
amount of reduction of damages. Each Indemnified Party agrees to use its
reasonable efforts to pursue, or assign to Lessee or Lessor, as the case may
be, any claims or rights it may have against any third party which would
materially reduce the amount of damages otherwise incurred by such Indemnified
Party.

Notwithstanding anything to the contrary contained in this Agreement,
if Lessor shall become entitled to the possession of the Leased Property by
virtue of the termination of the Lease or repossession of the Leased Property,
then Lessor may assign its indemnification rights under Section 8.3 of this
Agreement (but not any other rights hereunder) to any Person to whom the Lessor
subsequently transfers the Leased Property, subject to the following conditions
and limitations, each of which shall be deemed to be incorporated into the
terms of such assignment, whether or not specifically referred to therein:

(1) The indemnification rights referred to in this Section
may be assigned only if a known Environmental Liability then exists or if a
Proceeding is then pending or, to the knowledge of Lessee or Lessor, then
threatened with respect to the Leased Property;

(2) Such indemnification rights shall be limited to
Environmental Liabilities relating to or specifically affecting the Leased
Property; and

(3) Any assignment of such indemnification rights shall be
limited to the immediate transferee of Lessor, and shall not extend to any such
transferee's successors or assigns.

Section 9.

9.1 Maintenance and Repair.

9.1.1 Lessee will keep the Leased Property and all private
roadways, sidewalks and curbs appurtenant thereto that are under Lessee's
control, including windows and plate glass, parking lots, mechanical,
electrical and plumbing systems and equipment (including conduit and ductware),
and non-load bearing interior walls, in good order and repair, except for
ordinary wear and tear, and, except as otherwise provided in Section 9.1.2,
Section 14, Section 15 or Section 40, with reasonable promptness, make all
necessary and appropriate repairs, replacements, and improvements thereto of

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every kind and nature, whether interior or exterior, ordinary or extraordinary,
foreseen or unforeseen or arising by reason of a condition existing prior to
the commencement of the Term of this Lease (concealed or otherwise), or
required by any governmental agency having jurisdiction over the Leased
Property, except as to the structural elements of the Leased Improvements.
Lessee, however, shall be permitted to prosecute claims against Lessor's
Predecessor(s) in title for breach of any representation or warranty or for any
latent defects in the Leased Property to be maintained by Lessee unless Lessor
is already diligently pursuing such a claim. All repairs shall, to the extent
reasonably achievable, be at least equivalent in quality to the original work.
Lessee will not take or omit to take any action, the taking or omission of
which might materially impair the value or the usefulness of the Leased
Property or any part thereof for its Primary Intended Use.

9.1.2 In addition, Lessor shall be required to bear the
cost of maintaining any underground utilities and the structural elements of
the Leased Improvements, including the roof of the Facility unless caused by
the negligent acts or willful misconduct of Lessee.

9.1.3 Nothing contained in this Lease and no action or
inaction by Lessor shall be construed as (1) constituting the request of
Lessor, expressed or implied, to any contractor, subcontractor, laborer,
materialman or vendor to or for the performance of any labor or services or the
furnishing of any materials or other property for the construction, alteration,
addition, repair or demolition of or to the Leased Property or any part
thereof, or (2) giving Lessee any right, power or permission to contract for or
permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any
claim against Lessor in respect thereof or to make any agreement that may
create, or in any way be the basis for any right, title, interest, lien, claim
or other encumbrance upon the estate of Lessor in the Leased Property, or any
portion thereof.

9.1.4 Lessee will, upon the expiration or prior termination
of the Term, vacate and surrender the Leased Property to Lessor in the
substantially same condition in which the Leased Property was originally
received from Lessor, except as repaired, rebuilt, restored, altered or added
to as permitted or required by the provisions of this Lease and except for
ordinary wear and tear (subject to the obligation of Lessee under Section 9.1.1
hereof to maintain the Leased Property in good order and repair, as would a
prudent owner, during the entire Term of the Lease), or damage by casualty or
Condemnation (subject to the obligations of Lessee to restore or repair as set
forth in the Lease.)

9.2 Encroachments, Restrictions, etc. If any of the Leased
Improvements, at any time, materially encroach upon any property, street or
right-of-way adjacent to the Leased Property, or violate the agreements or
conditions contained in any lawful restrictive covenant or other agreement
affecting the Leased Property, or any part thereof, or impair the rights of
others under any easement or right-of-way to which the Leased Property is
subject, then promptly upon the request of Lessor or at the behest of any
person affected by any such encroachment, violation or impairment, provided
that Lessee was not responsible for such encroachment violations or impairments
then Lessor shall, at its expense, subject to its right to contest the
existence of any encroachment, violation or impairment and in such case, in the
event of an adverse final determination, either (a) obtain valid and effective
waivers or settlements of all claims, liabilities and damages resulting from
each such encroachment, violation, or impairment, whether the same shall affect
Lessor or Lessee, or (b) make

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such changes in the Leased Improvements, and take such other actions as Lessee
in the good faith exercise of its judgment deems reasonably practicable to
remove such encroachment, and to end such violation or impairment, including,
if necessary, the alteration, of any of the Leased Improvements, and in any
event take all such actions as may be necessary in order to be able to continue
the operation of the Leased Improvements for the Primary Intended Use
substantially in the manner and to the extent the Leased Improvements were
operated prior to the assertion of such violation, impairment or encroachment.
Any such alteration shall be made in conformity with the applicable
requirements of Section 10. Lessee's obligations under this Section 9.2 shall
be in addition to and shall in no way discharge or diminish any obligation of
any insurer under any policy of title or other insurance held by Lessor.
Should Lessee be responsible for said encroachment violation or impairment then
the requirements of (a) and (b) as specified above shall apply to Lessee, and
not Lessor.

Section 10.

10.1 Alterations. Using funds in the Capital Expenditure Reserve
Account or such other funds provided by Lessor pursuant to Section 40 hereof,
Lessee shall have the right to make additions, modifications or improvements to
the Leased Property from time to time as Lessee, in its discretion, may deem to
be desirable for its permitted uses and purposes, provided that such action
will not significantly alter the character or purposes or significantly detract
from the value or operating efficiency thereof and will not significantly
impair the revenue-producing capability of the Leased Property or adversely
affect the ability of the Lessee to comply with the provisions of this Lease.
Lessee agrees not to make any material alterations to the Leased Property
without the prior written consent of the Lessor, which consent shall not be
unreasonably withheld or delayed.

10.2 Salvage. All materials which are scrapped or removed in
connection with the making of repairs required by Section 9 or 10 shall be or
become the property of Lessor.

10.3 Joint Use Agreements. If Lessee constructs additional
improvements that are connected to the Leased Property or share maintenance
facilities, HVAC, electrical, plumbing or other systems, utilities, parking or
other amenities, the parties shall enter into a mutually agreeable
cross-easement or joint use agreement to make available necessary services and
facilities in connection with such additional improvements, to protect each of
their respective interests in the properties affected, and to provide for
separate ownership, use, and/or financing of such improvements.

Section 11.

11.1 Liens. Subject to the provision of Section 12 relating to
permitted contests, Lessee will not directly or indirectly create or allow to
remain and will promptly discharge at its expense any lien, encumbrance,
attachment, title retention agreement or claim upon the Leased Property or any
attachment, levy, claim or encumbrance in respect of the Rent, not including,
however, (a) this Lease, (b) the matters, if any, included as exceptions in the
title policy insuring Lessor's interest in the Leased Property, restrictions,
liens and other encumbrances which are consented to in writing by Lessor or

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any easements granted pursuant to the provisions of Section 7.3 of this Lease,
(d) liens for those taxes upon Lessor which Lessee is not required to pay
hereunder, (e) subleases permitted by Section 24 hereof, (f) liens for
Impositions or for sums resulting from noncompliance with Legal Requirements so
long as (1) the same are not yet payable or are payable without the addition of
any fine or penalty, or (2) such liens are in the process of being contested as
permitted by Section 12, (g) liens of mechanics, laborers, materialmen,
suppliers or vendors for sums either disputed or not yet due provided that (1)
the payment of such sums shall not be postponed under any related contract for
more than 60 days after the completion of the action giving rise to such lien
and such reserve or other appropriate provisions as shall be required by law or
generally accepted accounting principles shall have been made therefor, or (2)
any such liens are in the process of being contested as permitted by Section 12
hereof, (h) any liens which are the responsibility of Lessor pursuant to the
provisions of Section 35 of this Lease and (I) any liens created or allowed,
directly or indirectly, by the actions or inactions of Lessor.

Section 12.

12.1 Permitted Contests. Lessee shall have the right to contest
the amount or validity of any Imposition to be paid by Lessee or any Legal
Requirement or Insurance Requirement or any lien, attachment, levy,
encumbrance, charge or claim ("Claims") not otherwise permitted by Section 11,
by appropriate legal proceedings in good faith and with due diligence (but this
shall not be deemed or construed in any way to relieve, modify or extend
Lessee's covenants to pay or its covenants to cause to be paid any such charges
at the time and in the manner as in this Section provided), on condition,
however, that such legal proceedings shall not operate to relieve Lessee from
its obligations hereunder and shall not cause the sale or risk the loss of the
Leased Property, or any part thereof, or cause Lessor or Lessee to be in
default under any mortgage, deed of trust or security deed encumbering the
Leased Property or any interest therein. Lessor agrees to join in any such
proceedings if the same be required to legally prosecute such contest of the
validity of such Claims; provided, however, that Lessor shall not thereby be
subjected to any liability for the payment of any costs or expenses in
connection with any proceedings brought by Lessee; and Lessee covenants to
indemnify and hold harmless Lessor from any such costs or expenses. Lessee
shall be entitled to any refund of any Claims and such charges and penalties or
interest thereon which have been paid by Lessee or paid by Lessor and for which
Lessor has been fully reimbursed. In the event that Lessee fails to pay any
Claims when due or to provide the security therefor as provided in this
paragraph and to diligently prosecute any contest of the same, Lessor may, upon
ten days advance Notice to Lessee, pay such charges together with any interest
and penalties and the same shall be repayable by Lessee to Lessor as Additional
Charges at the next Payment Date provided for in this Lease. Provided,
however, that should Lessor reasonably determine that the giving of such Notice
would risk loss to the Leased Property or cause damage to Lessor, then Lessor
shall give such Notice as is practical under the circumstances. Lessor
reserves the right to contest any of the Claims at its expense not pursued by
Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of
any claims.

Section 13.

13.1 Insurance Coverage. Lessee shall provide and maintain
insurance sufficient to furnish to Lessor and Lessee reasonable and adequate
protection in the management and operation of the

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Leased Property. Such insurance shall provide coverage for fire and extended
coverage, worker's compensation, general liability and business interruption
(for such length of time as would be required with the exercise of due
diligence and dispatch to rebuild, repair or replace such part of the Leased
Property as has been destroyed or damaged), all as more particularly set forth
on the attached Exhibit F. All insurance shall be in the name of Lessor and
Lessee as the insureds and shall contain riders and endorsements adequately
protecting the interests of Lessee and Lessor as they may appear including,
without limitation, provisions for at least twenty (20) days' notice to Lessee
and Lessor of cancellation or of any material change therein. Prior to the
Commencement Date and the commencement of each Fiscal Year thereafter, Lessee
shall furnish Lessor with certificates evidencing the insurance coverages
required pursuant to Exhibit F and with evidence of the payment of premiums
therefor.

13.2 Waiver of Subrogation - Lessor Assumes Risk of Adequacy. Lessee
shall have all policies of insurance provide that the insurance company will
have no right of subrogation against either party hereto, their agents or
employees. Other than insurance coverages required to be provided by Lessee
pursuant to this Lease, Lessor assumes all risks in connection with the
adequacy of any insurance or self-insurance program, and subject to the
provisions of Section 23 hereof, waives any claim against Lessee for any
liability, costs or expenses arising out of any uninsured claim, in part or in
full, of any nature whatsoever.

Section 14.

14.1 Insurance Proceeds. Subject to the provisions of Section
14.6, all proceeds payable by reason of any loss or damage to the Leased
Property, or any portion thereof, and insured under any policy of insurance
required by Section 13 of this Lease shall be paid to Lessor and held in trust
by Lessor in an interest-bearing account, shall be made available, if
applicable, for reconstruction or repair, as the case may be, of any damage to
or destruction of the Leased Property, or any portion thereof, and, if
applicable, shall be paid out by Lessor from time to time for the reasonable
costs of such reconstruction or repair upon satisfaction of the reasonable
terms and conditions specified by Lessor. Any excess proceeds of insurance
remaining after the completion of the restoration or reconstruction of the
Leased Property shall be paid to Lessee. If neither Lessor nor Lessee is
required or elects to repair and restore, and the Lease is terminated without
purchase by Lessee as described in Sections 14.2, 14.3, 14.5 and 14.7 hereof,
all such insurance proceeds shall be retained by Lessor. If this Lease
terminates in accordance with this Section 14.1, Lessor shall have no
obligation to pay the Lease Cancellation Fee so long as the Lessee receives
payment of the full amount of outstanding Negative Base Rent out of the
insurance proceeds. All salvage resulting from any risk covered by insurance
shall belong to Lessor.

14.2 Reconstruction in the Event of Damage or Destruction Covered
by Insurance.

Except as provided in Section 14.6, if during the Term the
Leased Property is totally or partially destroyed by a risk covered by the
insurance described in Section 13 and the Facility thereby is rendered
Unsuitable for its Primary Intended Use, Lessee shall, at Lessee's option,
either (a) restore the Facility to substantially the same condition as existed
immediately before the damage or destruction and otherwise in accordance with
the terms of the Lease, (b) offer to acquire the

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Leased Property from Lessor for a purchase price equal to the Rejectable Offer
Price of the Leased Property determined without regard to such damage or
destruction, or give Lessor written notice of a termination of the Lease. If
Lessee restores the Facility, the insurance proceeds shall be paid out by
Lessor from time to time for the reasonable costs of such restoration and any
excess proceeds remaining after such restoration shall be paid to Lessee. If
Lessee acquires the Leased Property, Lessee shall receive the insurance
proceeds. If Lessor does not accept Lessee's offer so to purchase the Leased
Property within 90 days, Lessee shall withdraw its offer to purchase the Leased
Property and, if so withdrawn, Lessee may terminate the Lease with respect to
the Leased Property without further liability hereunder and Lessor shall be
entitled to retain all insurance proceeds. Likewise, if Lessee gives Lessor
written notice of a termination, as set forth in clause above, then Lessee may
terminate the Lease with respect to the Leased Property without further
liability hereunder and Lessor shall be entitled to retain all insurance
proceeds. If this Lease terminates pursuant to this Section 14.2, the Lessee
shall pay all Rent due through the date of such termination.

14.3 Except as provided in Section 14.6, if during the Term the
Leased Property is partially destroyed by a risk covered by the insurance
described in Section 13, but the Facility is not thereby rendered Unsuitable
for its Primary Intended Use, Lessee shall, using such insurance proceeds,
restore the Facility to substantially the same condition as existed immediately
before the damage or destruction and otherwise in accordance with the terms of
the Lease. Such damage or destruction shall not terminate this Lease;
provided, however, that if Lessee cannot within a reasonable time obtain all
necessary government approvals, including building permits, licenses and
conditional use permits, after diligent efforts to do so, to perform all
required repair and restoration work and to operate the Facility for its
Primary Intended Use in substantially the same manner as that existing
immediately prior to such damage or destruction and otherwise in accordance
with the terms of the Lease, Lessee may (a) give lessor written Notice of
termination of the Lease or (b) offer to purchase the Leased Property for a
purchase price equal to the Rejectable Offer Price of the Leased Property
determined without regard to such damage or destruction. If Lessee makes such
offer and Lessor does not accept the same within ninety (90) days, Lessee shall
withdraw such offer to purchase the Leased Property and, if so withdrawn,
Lessee may terminate the Lease with respect to the Leased Property without
further liability hereunder and Lessor shall be entitled to retain all
insurance proceeds. If Lessee restores the Facility, the insurance proceeds
shall be paid out by Lessor from time to time for the reasonable costs of such
restoration, and any excess proceeds remaining after such restoration shall be
paid to Lessee. If this Lease terminates pursuant to this Section 14.3, the
Lessee shall pay all Rent due through the date of such termination.

14.4 If Lessor accepts Lessee's offer to purchase the Leased
Property under this Section, this Lease shall terminate as to the Leased
Property upon payment of the purchase price, and Lessor shall remit to Lessee
all insurance proceeds pertaining to the Leased Property being held in trust by
Lessor.

14.5 Reconstruction in the Event of Damage or Destruction Not
Covered by Insurance

Except as provided in Section 14.6, if during the Term the Facility is
totally or materially destroyed by a risk not covered by the insurance
described in Section 13, whether or not such damage or destruction renders the
Facility Unsuitable for its Primary Intended Use, Lessee at its option shall
either (a) using the funds in the Capital Expenditure Reserve Account or funds
provided by Lessor

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pursuant to Section 40 hereof without any obligation on the part of Lessor to
provide funds in excess of those in the Capital Expenditure Reserve Account,
restore the Facility to substantially the same condition it was in immediately
before such damage or destruction and such damage or destruction shall not
terminate this Lease, or (b) offer to purchase the Leased Property for a
purchase price equal to the Rejectable Offer Price of the Leased Property
without regard to such damage or destruction; provided, however, the term and
conditions contained in Section 43 hereof shall supersede this Section 14.5(b)
if applicable, or give Lessor written notice of a termination of the Lease. If
such damage or destruction is not material, Lessee shall restore the Facility
to substantially the same condition as existed immediately before the damage or
destruction and otherwise in accordance with the terms of the Lease using the
Capital Expenditure Reserve Account or funds provided by Lessor pursuant to
Section 40 hereof without any obligation on the part of Lessor to provide funds
in excess of those in the Capital Expenditure Reserve Account. If Lessor does
not accept Lessee's offer so to purchase the Leased Property within 90 days,
Lessee may withdraw its offer to purchase the Leased Property and, if so
withdrawn, Lessee may terminate the Lease with respect to the Leased Property
without further liability hereunder. Likewise, if Lessee gives Lessor written
notice of a termination, as set forth in clause above, then Lessee may
terminate the Lease with respect to the Leased Property without further
liability hereunder and Lessor shall be entitled to retain all insurance
proceeds. If this Lease terminates pursuant to this Section 14.5, the
Lessee shall pay all Rent due through the date of such termination.

14.6 Lessee's Property. All insurance proceeds payable by
reason of any loss of or damage to any of Lessee's Personal Property shall be
paid to Lessee; provided, however, no such payments shall diminish or reduce
the insurance payments otherwise payable to or for the benefit of Lessor
hereunder.

14.7 Damage Near End of Term. Notwithstanding any provisions of
Section 14.2, 14.3 or 14.5 appearing to the contrary, if damage to or
destruction of the Facility rendering the Facility Unsuitable for its Primary
Intended Use occurs during the last 24 months of the Term, then Lessee shall
have the right to terminate this Lease by giving written notice to Lessor
within 30 days after the date of damage or destruction, whereupon all accrued
Rent shall be paid immediately, and this Lease shall automatically terminate
five days after the date of such notice. In such event, Lessor shall be
entitled to retain all insurance proceeds paid pursuant to such damage
excluding business interruption insurance.

Section 15.

15.1 Definitions.

15.1.1 "Condemnation" means a Taking resulting from (1) the
exercise of any governmental power, whether by legal proceedings or otherwise,
by a Condemnor, and (2) a voluntary sale or transfer by Lessor to any
Condemnor, either under threat of condemnation or while legal proceedings for
condemnation are pending.

15.1.2 "Date of Taking" means the date the Condemnor has the
right to possession of the property being condemned.

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15.1.3 "Award" means all compensation, sums or anything of
value awarded, paid or received on a total, partial or temporary Condemnation.

15.1.4 "Condemnor" means any public or quasi-public
authority, or private corporation or individual, having the power of
Condemnation.

15.2 Parties' Rights and Obligations. If during the Term there is
any Condemnation of all or any part of the Leased Property or any interest in
this Lease, the rights and obligations of Lessor and Lessee shall be determined
by this Section 15.

15.3 Total Taking. If title to the fee of the whole of the Leased
Property is condemned by any Condemnor, subject to the provisions of Section
15.7, this Lease shall cease and terminate as of the Date of Taking by the
Condemner. If title to the fee of less than the whole of the Leased Property
is so taken or condemned, which nevertheless renders the Leased Property
Unsuitable or Uneconomic for its Primary Intended Use, Lessee and Lessor shall
each have the option, by Notice to the other, at any time prior to the Date of
Taking, to terminate this Lease as of the Date of Taking. If this Lease
terminates in accordance with this Section 15.3, Lessor shall have no
obligation to pay the Lease Cancellation Fee so long as the Lessee receives
payment of the full amount of outstanding Negative Base Rent out of the Award.
Upon such date, if such Notice has been given, this Lease shall thereupon cease
and terminate. All Base Rent, Percentage Rent and Additional Charges paid or
payable by Lessee hereunder shall be apportioned as of the Date of Taking, and
Lessee shall promptly pay Lessor such amounts. In the event of any such
termination, the provisions of Section 15.7 shall apply.

15.4 Allocation of Award. The total Award made with respect to the
Leased Property or for loss of rent, or for Lessor's loss of business beyond
the Term, shall be solely the property of and payable to Lessor. Any Award
made for loss of business during the remaining Term, if any, for the taking of
Lessee's Personal Property, or for removal and relocation expenses of Lessee in
any such proceedings shall be the sole property of and payable to Lessee. In
any Condemnation proceedings Lessor and Lessee shall each seek its Award in
conformity herewith, at its respective expense; provided, however, neither
party shall initiate, prosecute or acquiesce in any proceedings that may result
in a diminution of any Award payable to the other party.

15.5 Partial Taking. If title to less than the whole of the Leased
Property is condemned, and the Leased Property is still suitable for its
Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if
Lessee or Lessor is entitled but elects not to terminate this Lease as provided
in Section 15.3, Lessee at its cost shall with all reasonable dispatch restore
the untaken portion of any Leased Improvements so that such Leased Improvements
constitute a complete architectural unit of the same general character and
condition (as nearly as may be possible under the circumstances) as the Leased
Improvements existing immediately prior to the Condemnation. Lessor shall
contribute to the cost of restoration that part of its Award specifically
allocated to such restoration, if any, together with severance and other
damages awarded for the taken Leased Improvements; provided, however, that the
amount of such contribution shall not exceed such Award.

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15.6 Temporary Taking. If the whole or any part of the Leased
Property or of Lessee's interest under this Lease is condemned by any Condemner
for its temporary use or occupancy and is rendered Unsuitable for its Primary
Intended Use , and Lessee shall either (a) using the Capital Expenditure
Reserve Account or funds provided by Lessor pursuant to Section 40 hereof
without any obligation on the part of Lessor to provide funds in excess of
those in the Capital Expenditure Reserve Account, restore the Facility to
substantially the same condition it was in immediately before such Taking and
suchTaking shall not terminate this Lease, or (b) offer to purchase the Leased
Property for a purchase price equal to the Rejectable Offer Price of the Leased
Property without regard to suchTaking, or give Lessor written notice of
termination of the Lease. If suchTaking does not render the Leased Property
Unsuitable for its Primary Intended Use, Lessee shall restore the Facility to
substantially the same condition as existed immediately preceding theTaking and
otherwise in accordance with the terms of this Lease using the Capital
Expenditure Reserve Account or funds provided by Lessor pursuant to Section 40
hereof. If restoration is required hereunder, Lessor shall contribute to the
cost of such restoration that portion of its entire Award that is specifically
allocated to such restoration in the judgment or order of the court, if any,
and Lessee shall fund the balance of such costs (out of the Capital Expenditure
Reserve Account or other funds provided by Lessor pursuant to Section 40
hereof) without any obligation on the part of Lessor to provide funds in excess
of those in the Capital Expenditure Reserve Account.

15.7 Lessee's Offer. In the event of the termination of this Lease
as provided in Section 15.3, Lessee may offer to acquire the Leased Property
from Lessor for a purchase price equal to the Rejectable Offer Price of the
Leased Property without regard to such Taking and, if accepted, Lessee shall
receive the entire Award. If Lessor does not accept Lessee's offer to purchase
the Leased Property within ninety (90) days, Lessee shall withdraw its offer to
purchase the Leased Property and, if so withdrawn, Lessee may terminate the
Lease with respect to the Leased Property without further liability hereunder,
except for payment of Rent as provided in the penultimate sentence of Section
15.3 or for matters which by their express terms survive termination of this
Lease and Lessor shall be entitled to retain the Award except as provided in
Section 15.4 of this Lease.

Section 16.

16.1 Events of Default. If any one or more of the following events
(individually, an "Event of Default") occurs:

16.1.1 if an Event of Default occurs under any of the
Leases between Lessor and Lessee or any Affiliate of Lessee; or

16.1.2 if Lessee fails to make payment of the Base Rent when
the same becomes due and payable for a period of ten days after receipt by the
Lessee of Notice from the Lessor thereof;

16.1.3 if Lessee fails to make payment of quarterly
Percentage Rent when the same becomes due and payable and such condition
continues for a period of thirty (30) days after the end of the applicable
quarter;

16.1.4 except as set forth in Sections 16.1.2 or 16.1.3, if
either party fails to observe or perform any term, covenant or condition of
this Lease and such failure is not cured by such party

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within a period of 30 days after receipt by such party of Notice thereof from
the other party, unless such failure cannot with due diligence be cured within
a period of 30 days, in which case it shall not be deemed an Event of Default
if such party proceeds promptly and with due diligence to cure the failure and
diligently completes the curing thereof provided, however, in no event shall
such cure period extend beyond 90 days after such Notice; or

16.1.5 if either party shall file a petition in bankruptcy
or reorganization for an arrangement pursuant to any federal or state
bankruptcy law or any similar federal or state law, or shall be adjudicated a
bankrupt or shall make an assignment for the benefit of creditors or shall
admit in writing its inability to pay its debts generally as they become due,
or if a petition or answer proposing the adjudication of either party as a
bankrupt or its reorganization pursuant to any federal or state bankruptcy law
or any similar federal or state law shall be filed in any court and such party
shall be adjudicated a bankrupt and such adjudication shall not be vacated or
set aside or stayed within 60 days after the entry of an order in respect
thereof, or if a receiver of such party or of the whole or substantially all of
the assets of such party shall be appointed in any proceeding brought by either
party or if any such receiver, trustee or liquidator shall be appointed in any
proceeding brought against such party and shall not be vacated or set aside or
stayed within 60 days after such appointment; or

16.1.6 if either party is liquidated or dissolved, or begins
proceedings toward such liquidation or dissolution, or, in any manner, permits
the sale or divestiture of substantially all of its assets; or

16.1.7 if the estate or interest of either party in the
Leased Property or any part thereof is voluntarily or involuntarily
transferred, assigned, conveyed, levied upon or attached in any proceeding
(unless such party is contesting such lien or attachment in good faith in
accordance with Section 12 hereof); or

16.1.8 if, except as a result of damage, destruction or a
partial, total or temporary Condemnation, Lessee voluntarily ceases operations
on the Leased Property for a period in excess of 30 days;

16.1.9 if, an event of default has been declared by the
franchisor under any Franchise Agreement with respect to the Facility on the
Leased Premises as a result of any action or failure to act by Lessee or any
Person with whom Lessee contracts for management services at the Facility and
such event of default does not arise as a result of a default by Lessor under
this Lease; or

16.1.10 if, Lessor, Lessee or Crossroads fail to perform any
of the terms or conditions contained in the Master Agreement.

then, and in any such event, the other party may exercise one
or more remedies available to it herein or at law or in equity, including but
not limited to its right to terminate this Lease by giving the other party not
less than ten days' Notice of such termination.

If litigation is commenced with respect to any alleged default
under this Lease, the prevailing party in such litigation shall receive, in
addition to its damages incurred, such sum as the

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court shall determine as its reasonable attorneys' fees, and all costs and
expenses incurred in connection therewith.

16.2 Surrender. If an Event of Default by the Lessee
occurs and is continuing, whether or not this Lease has been terminated
pursuant to Section 16.1, Lessee shall, if requested by Lessor so to do,
immediately surrender to Lessor the Leased Property including, without
limitation, any and all books, records, files, licenses, permits and keys
relating thereto, and quit the same and Lessor may enter upon and repossess the
Leased Property by reasonable force, summary proceedings, ejectment or
otherwise, and may remove Lessee and all other persons and any and all personal
property from the Leased Property, subject to rights of any hotel guests and to
any requirement of law.

16.3 Damages. Lessee shall forthwith pay to Lessor, as and for
liquidated and agreed current damages for Lessee's default or early termination
of the Lease, the Termination Fee defined in the Master Agreement, any and all
accrued and unpaid Rent through the date of termination of this Lease and such
other sums due to Lessor pursuant to Lease as a result of such termination
expressly required by this Lease unless otherwise superceded by the Master
Agreement.

Section 17. INTENTIONALLY DELETED.

Section 18.

Lessor's Right to Cure Lessee's Default. If Lessee fails to make any
payment or to perform any act required to be made or performed under this Lease
including, without limitation, Lessee's failure to comply with the terms of any
Franchise Agreement, and fails to cure the same within the relevant time
periods provided in Section 16.1, Lessor, without waiving or releasing any
obligation of Lessee, and without waiving or releasing any obligation or
default, may (but shall be under no obligation to) at any time thereafter make
such payment or perform such act for the account and at the expense of Lessee,
and may, to the extent permitted by law, enter upon the Leased Property for
such purpose and take all such action as, in Lessor's opinion, may be necessary
or appropriate therefor. No such entry shall be deemed an eviction of Lessee.
All sums so paid by Lessor and all costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses, in each case to the extent
permitted by law) so incurred, together with a late charge thereon (to the
extent permitted by law) at the Overdue Rate from the date on which such sums
or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor
on demand. The obligations of Lessee and rights of Lessor contained in this
Article shall survive the expiration or earlier termination of this Lease.

Section 19.

Provisions Relating to Purchase of the Leased Property. If Lessee
purchases the Leased Property from Lessor pursuant to the terms and conditions
of this Lease, Lessor and Lessee shall have first entered into a purchase and
sale agreement mutually agreed upon by Lessor and Lessee.

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Section 20.

20.1 Personal Property Limitation. Anything contained in this
Lease to the contrary notwithstanding, the average of the adjusted tax bases of
the items of personal property that are leased to the Lessee under this Lease
at the beginning and at the end of any Fiscal Year shall not exceed 15% of the
average of the aggregate adjusted tax bases of the Leased Property at the
beginning and at the end of such Fiscal Year. This Section 20.1 is intended to
ensure that the Rent qualifies as "rents from real property", within the
meaning of Section 856(d) of the Code, or any similar or successor provisions
thereto, and shall be interpreted in a manner consistent with such intent

20.2 Sublease Rent Limitation. Anything contained in this Lease to
the contrary notwithstanding, Lessee shall not sublet the Leased Property on
any basis such that the rental to be paid by the sublessee thereunder would be
based, in whole or in part, on either (a) the income or profits derived by the
business activities of the sublessee, or (b) any other formula (if as a result
of such a sublease based on (a) and/or (b) above, any portion of the Rent would
fail to qualify as "rents from real property" within the meaning of Section
856(d) of the Code, or any similar or successor provision thereto).

20.3 Sublease Tenant Limitation. Anything contained in this Lease
to the contrary notwithstanding, Lessee shall not sublease the Leased Property
to any Person in which Lessor, owns, directly or indirectly, a 10% or more
interest, within the meaning of Section 856(d)(2)(B) of the Code, or any
similar or successor provisions thereto.

20.4 Lessee Ownership Limitation. Anything contained in this Lease
to the contrary notwithstanding, neither Lessee nor an Affiliate of the Lessee
shall acquire, directly or indirectly, a 10% or more interest in Lessor, within
the meaning of Section 856(d)(2)(B) of the Code, or any similar or successor
provision thereto.

20.5 Lessee Officer and Employee Limitation. Anything contained in
this Lease to the contrary notwithstanding, none of the officers or employees
of the Lessee (or any Person who furnishes or renders services to the tenants
of the Leased Property, or manages or operates the Leased Property) shall be
officers or employees of Lessor, (or any Person who serves as an advisor of
Lessor). In addition, if a Person serves as both (a) a director of the Lessee
(or any Person who furnishes or renders services to the tenants of the Leased
Property, or manages or operates the Leased Property), and (b) a director and
officer (or employee) of Lessor, (or any Person who serves as an advisor of
Lessor) that Person shall not receive any compensation for serving as a
director of the Lessee (or any Person who furnishes or renders services to the
tenants of the Leased Property, or manages or operates the Leased Property).

20.6 Payments to Affiliates. Notwithstanding anything contained in
this Lease to the contrary, the Lessee shall make no payments to Affiliates as
Gross Operating Expenses unless set forth in the Annual Budget or otherwise
agreed to by Lessor.

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Section 21.

21.1 Holding Over. If Lessee for any reason remains in possession
of the Leased Property after the expiration or earlier termination of the Term,
such possession shall be as a tenant at sufferance during which time Lessee
shall pay as rental each month two times the aggregate of (a) one-twelfth of
the aggregate Base Rent and Percentage Rent payable with respect to the last
Fiscal Year of the Term, (b) all Additional Charges accruing during the
applicable month, and all other sums, if any, payable by Lessee under this
Lease with respect to the Leased Property. During such period, Lessee shall be
obligated to perform and observe all of the terms, covenants and conditions of
this Lease, but shall have no rights hereunder other than the right, to the
extent given by law to tenancies at sufferance, to continue its occupancy and
use of the Leased Property. Nothing contained herein shall constitute the
consent, express or implied, of Lessor to the holding over of Lessee after the
expiration or earlier termination of this Lease.

Section 22.

22.1. Risk of Loss. During the Term, except as otherwise specified
herein, the risk of loss or of decrease in the enjoyment and beneficial use of
the Leased Property in consequence of the damage or destruction thereof by
fire, the elements, casualties, thefts, riots, wars or otherwise, or in
consequence of foreclosures, attachments, levies or executions (other than
those caused by Lessee and those claiming from, through or under Lessee) is
assumed by Lessor, and, in the absence of gross negligence, willful misconduct
or breach of this Lease by Lessee, Lessee shall in no event be answerable or
accountable therefor; provided, however, nothing contained in this Section 22.1
shall entitle the Lessee to any abatement of Rent unless expressly provided for
in this Lease.

Section 23.

23.1 Lessor Indemnification. Notwithstanding the existence of any
insurance, and without regard to the policy limits of any such insurance or
self-insurance, but subject to Section 8, Lessor will protect, indemnify, hold
harmless and defend Lessee from and against all liabilities, obligations,
claims, damages, penalties, causes of action, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses), imposed upon or
incurred by or asserted against Lessee Indemnified Parties by reason of: (a)
any Impositions that are the obligations of Lessor pursuant to the applicable
provisions of this Lease, (b) any failure on the part of Lessor to perform or
comply with any of the terms of this Lease, any liability, action, claim,
damage, cost or expense arising prior to the Commencement Date of this Lease,
and (d) the gross negligence, willful misconduct or fraud by Lessor in
connection with this Lease.

23.2 Lessee Indemnification. Lessee shall, indemnify, hold
harmless and defend Lessor Indemnified Parties from and against all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses imposed upon or incurred by or asserted against Lessor Indemnified
Parties as a result of (a) the gross negligence, willful misconduct or fraud by
Lessee arising in connection with this Lease, (b) any failure on the part of
Lessee to perform or comply with any of the terms of this Lease, any
Impositions that are the obligations of Lessee pursuant to the applicable

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provisions of this Lease, and (d) any liability, action, claim, damage, cost or
expense arising after to the Commencement Date of this Lease.

23.3 Non-Indemnifiable Claims. To the extent that neither Section
23.1 nor Section 23.2 applies to any liability, action, claim, damage, cost or
expense arising out of the operation of the Leased Property, such liability,
action, claim, damage, cost or expense shall be paid as a Gross Operating
Expense deducted from Gross Revenues for purposes of calculating the Break-Even
Threshold.

23.4 Indemnification Procedure. Any amounts that become payable by
an Indemnifying Party under this Section shall be paid within ten days after
liability therefor on the part of the Indemnifying Party is determined by
litigation or otherwise, and if not timely paid, shall bear a late charge (to
the extent permitted by law) at the Overdue Rate from the date of such
determination to the date of payment. An Indemnifying Party, at its expense,
shall contest, resist and defend any such claim, action or proceeding asserted
or instituted against the Indemnified Party. The Indemnified Party, at its
expense, shall be entitled to participate in any such claim, action, or
proceeding, and the Indemnifying Party may not compromise or otherwise dispose
of the same without the consent of the Indemnified Party, which may not be
unreasonably withheld.

23.5 Survival of Indemnification Obligations. Lessee's or Lessor's
liability for a breach of the provisions of this Section shall survive any
termination of this Lease.

Section 24.

24.1 Subletting and Assignment by Lessee. Subject to the
provisions of Section 20 and Section 24.2 so long as a Default does not exist
on the part of the Lessee and any other express conditions or limitations set
forth herein, Lessee may, in its sole discretion (a) assign this Lease or
sublet all or any part of the Leased Property to an Affiliate of Lessee or any
person or entity with, or into whom, Lessee merges or consolidates, or (b)
sublet any retail or restaurant portion of the Leased Improvements in the
normal course of the Primary Intended Use; provided that any subletting to any
party other than an Affiliate of Lessee shall not individually as to any one
such subletting, or in the aggregate, materially diminish the actual or
potential Percentage Rent payable under this Lease. In the case of a
subletting, the sublessee shall comply with the provisions of Section 24.2, and
in the case of an assignment, the assignee shall assume in writing and agree to
keep and perform all of the terms of this Lease on the part of Lessee to be
kept and performed and shall be, and become, jointly and severally liable with
Lessee for the performance thereof. Notwithstanding the above, Lessee may
assign the Lease to an Affiliate without the consent of Lessor; provided that
any such assignee assumes in writing and agrees to keep and perform all of the
terms of the Lease on the part of Lessee to be kept and performed and shall be
and become jointly and severally liable with Lessee for the performance
thereof. In case of either an assignment or subletting made during the Term,
Lessee shall remain primarily liable, as principal rather than as surety, for
the prompt payment of the Rent and for the performance and observance of all of
the covenants and conditions to be performed by Lessee hereunder. An original
counterpart of each such sublease and assignment and assumption, duly executed
by Lessee and such sublessee or assignee, as the case may be, in form and
substance satisfactory to Lessor, shall be delivered promptly to Lessor. So
long as an Event of Default does

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not exist on the part of the Lessee, the Lessee shall have the right to assign
this Lease to an unaffiliated third party transferee if such transferee has a
net worth in excess of one million dollars ($1,000,000); provided, however,
that (i) the Lessee must give Lessor forty five (45) days written notice of
such assignment; (ii) such unaffiliated third party transferee shall assume all
the Lessee's obligations and rights under this Lease;(iii) the Lessee and/or
the unaffiliated third party transferee must pay any and all outstanding Rent
owed to Lessor; and (iv) such unaffiliated third party transferee must
acknowledge in writing that any and all references to Negative Base Rent shall
be deemed deleted herefrom.

24.2 Attornment. Lessee shall insert in each sublease permitted
under Section 24.1 provisions to the effect that (a) such sublease is subject
and subordinate to all of the terms and provisions of this Lease and to the
rights of Lessor hereunder, (b) if this Lease terminates before the expiration
of such sublease, the sublessee thereunder will, at Lessor's option, attorn to
Lessor and waive any right the sublessee may have to terminate the sublease or
to surrender possession thereunder as a result of the termination of this
Lease, and (c) if the sublessee receives a written Notice from Lessor or
Lessor's assignees, if any, stating that an uncured Event of Default exists
under this Lease, the sublessee shall thereafter be obligated to pay all
rentals accruing under said sublease directly to the party giving such Notice,
or as such party may direct. All rentals received from the sublessee by Lessor
or Lessor's assignees, if any, as the case may be, shall be credited against
the amounts owing by Lessee under this Lease.

24.3 Subletting and Assignment by Lessor. Other than in accordance
with Section 1.2(B), Lessor shall not assign this Lease to any other person or
entity without the prior written approval of Lessee.

Section 25.

Officer's Certificates; Financial Statements: Lessor's Estoppel
Certificates and Covenants.

(a) At any time and from time to time upon not less than 20
days Notice by Lessor, Lessee will furnish to Lessor an Officer's Certificate
certifying that this Lease is unmodified and in full force and effect (or that
this Lease is in full force and effect as modified and setting forth the
modifications), the date to which the Rent has been paid, whether to the
knowledge of Lessee there is any existing default or Event of Default exists
thereunder by Lessor or Lessee, and such other information as may be reasonably
requested by Lessor. Any such certificate furnished pursuant to this Section
may be relied upon by Lessor, any lender and any prospective purchaser of the
Leased Property.

(b) Lessee will furnish the following statements to Lessor:

(1) with reasonable promptness, such information respecting
the financial condition and affairs of Lessee including audited
financial statements prepared by Coopers & Lybrand, L.L.C. or such
other certified independent accounting firm as may be approved by
Lessor, as Lessor may reasonably request from time to time,
provided, however that in the

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absence of special and/or nonrecurring circumstances Lessee shall only
be required to furnish audited financial information to Lessor no
more than once per Fiscal Year; and

(2) the most recent Financials of Lessee within 25
days after each quarter of any Fiscal Year (or, in the case of the
final quarter in any Fiscal Year, the most recent audited Financials
of Lessee within 60 days); and

(3) on or about the 15th day of each month, a
detailed profit and loss statement for the Leased Property for the
preceding month, a balance sheet for the Leased Property as of the end
of the preceding month, and a detailed accounting of Gross Revenues
and Gross Room Revenues for the Leased Property for the preceding
month, each in form acceptable to Lessor.

(4) on an annual basis, copies of all reports
submitted to governmental authorities and agencies (including but not
limited to reports relating to sales, use and occupancy taxes) and any
franchisor.

At any time and from time to time upon not less than 20 days
notice by Lessee, Lessor will furnish to Lessee or to any person designated by
Lessee an estoppel certificate certifying that this Lease is unmodified and in
full force and effect (or that this Lease is in full force and effect as
modified and setting forth the modifications), the date to which Rent has been
paid, whether to the knowledge of Lessor there is any existing default or Event
of Default on Lessee's part hereunder, and such other information as may be
reasonably requested by Lessee.

Notwithstanding the foregoing, the costs of such audit shall be paid
for as a Gross Operating Expense and deducted from Gross Revenues except as
otherwise stated herein.

Section 26.

Lessor's Right to Inspect. Lessee shall permit Lessor and its
authorized representatives as frequently as reasonably requested by Lessor to
inspect the Leased Property and Lessee's accounts and records pertaining
thereto and make copies thereof, during usual business hours upon reasonable
advance notice, subject only to any business confidentiality requirements
reasonably requested by Lessee.

Section 27.

No Waiver. No failure by Lessor or Lessee to insist upon the strict
performance of any term hereof or to exercise any right, power or remedy
consequent upon a breach thereof, and no acceptance of full or partial payment
of Rent during the continuance of any such breach, shall constitute a waiver of
any such breach or of any such term. To the extent permitted by law, no waiver
of any breach shall affect or alter this Lease, which shall continue in full
force and effect with respect to any other then existing or subsequent breach.

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Section 28.

Remedies Cumulative. To the extent permitted by law, each legal,
equitable or contractual right, power and remedy of Lessor or Lessee now or
hereafter provided either in this Lease or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power
and remedy and the exercise or beginning of the exercise by Lessor or Lessee of
any one or more of such rights, powers and remedies shall not preclude the
simultaneous or subsequent exercise by Lessor or Lessee of any or all of such
other rights, powers and remedies.

Section 29.

Acceptance of Surrender. No surrender to Lessor of the Leased
Property or any part thereof, or of any interest therein, shall be valid or
effective unless agreed to and accepted in writing by Lessor and no act by
Lessor or any representative or agent of Lessor, other than such a written
acceptance by Lessor, shall constitute an acceptance of any such surrender.

Section 30.

No Merger of Title. There shall be no merger of this Lease or of the
leasehold estate created hereby by reason of the fact that the same person or
entity may acquire, own or hold, directly or indirectly: (a) this Lease or the
leasehold estate created hereby or any interest in this Lease or such leasehold
estate, and (b) the fee estate in the Leased Property.

Section 31.

Conveyance by Lessor. If Lessor or any successor owner of the Leased
Property conveys the Leased Property in accordance with the terms hereof other
than as security for a debt, and the grantee or transferee of the Leased
Property expressly assumes all obligations of Lessor hereunder arising or
accruing from and after the date of such conveyance or transfer, Lessor or such
successor owner, as the case may be, shall thereupon be released from all
future liabilities and obligations of Lessor under this Lease arising or
accruing from and after the date of such conveyance or other transfer as to the
Leased Property and all such future liabilities and obligations shall thereupon
be binding upon the new owner; provided, however, that in the event of such a
conveyance by Lessor, Lessee may offset against the Base Rent otherwise due
hereunder an amount equal to the annual increases in property taxes incurred by
Lessee solely by reason of said conveyance from Lessor to successor owner.

Section 32.

Quiet Enjoyment. So long as Lessee pays all Rent as the same becomes
due and complies with all of the terms of this Lease and performs its
obligations hereunder, in each case within the applicable grace periods, if
any, Lessee shall peaceably and quietly have, hold and enjoy the Leased
Property for the Term hereof, free of any claim or other action by Lessor or
anyone claiming by,

39
<PAGE> 40
through or under Lessor, but subject to all liens and encumbrances subject to
which the Leased Property was conveyed to Lessor or hereafter consented to by
Lessee or provided for herein. Notwithstanding the foregoing, Lessee shall
have the right by separate and independent action to pursue any claim it may
have against Lessor as a result of a breach by Lessor of the covenant of quiet
enjoyment contained in this Section.

Section 33.

Notices. All notices, demands, requests, consents, approvals and
other communications ("Notice" or "Notices") hereunder shall be in writing and
personally served or mailed (by registered or certified mail, return receipt
requested and postage prepaid), addressed to Lessor at its principal office, as
indicated in the signature page hereof, Attention: President, and addressed to
Lessee as indicated in the signature page hereof, or to such other address or
addresses as either party may hereafter designate. Personally delivered Notice
shall be effective upon receipt, and Notice given by mail shall be complete at
the time of deposit in the U.S. Mail system, but any prescribed period of
Notice and any right or duty to do any act or make any response within any
prescribed period or on a date certain after the service of such Notice given
by mail shall be extended five days.

Section 34.

Appraisers. If it becomes necessary to determine the Fair Market
Value or Fair Market Rental of the Leased Property for any purpose of this
Lease, the party required or permitted to give Notice of such required
determination shall include in the Notice the name of a person selected to act
as appraiser on its behalf. Within 10 days after Notice, Lessor (or Lessee, as
the case may be) shall by Notice to Lessee (or Lessor, as the case may be)
appoint a second person as appraiser on its behalf. The appraisers thus
appointed, each of whom must be a member of the American Institute of Real
Estate Appraisers (or any successor organization thereto) with at least five
years experience in the State appraising property similar to the Leased
Property, shall, within 45 days after the date of the Notice appointing the
first appraiser, proceed to appraise the Leased Property to determine the Fair
Market Value or Fair Market Rental thereof as of the relevant date (giving
effect to the impact, if any, of inflation from the date of their decision to
the relevant date); provided, however, that if only one appraiser shall have
been so appointed, then the determination of such appraiser shall be final and
binding upon the parties. To the extent consistent with sound appraisal
practice as then existing at the time of any such appraisal, such appraisal
shall be made on a basis consistent with the basis on which the Leased Property
was appraised for purposes of determining its Fair Market Value at the time the
Leased Property was acquired by Lessor. If two appraisers are appointed and if
the difference between the amounts so determined does not exceed 5%, then the
Fair Market Value or Fair Market Rental shall be an amount equal to 50% of the
sum of the amounts so determined. If the difference between the amounts so
determined exceeds 5%, then such two appraisers shall have 20 days to appoint a
third appraiser. If no such appraiser shall have been appointed within such 20
days or within 90 days of the original request for a determination of Fair
Market Value or Fair Market Rental, whichever is earlier, either Lessor or
Lessee may apply to any court having jurisdiction to have such appointment made
by such court. Any appraiser appointed by the original appraisers or by such
court shall be instructed to determine the Fair Market Value or Fair Market
Rental within 45

40
<PAGE> 41
days after appointment of such appraiser. Thereafter, the three (3) appraisals
shall be reviewed and the determination of the appraiser which differs most in
the terms of dollar amount from the determinations of the other two appraisers
shall be excluded, and 50% of the sum of the remaining two determinations shall
be final and binding upon Lessor and Lessee as the Fair Market Value or Fair
Market Rental of the Leased Property, as the case may be. This provision for
determining by appraisal shall be specifically enforceable to the extent such
remedy is available under applicable law, and any determination hereunder shall
be final and binding upon the parties except as otherwise provided by
applicable law. Lessor and Lessee shall each pay the fees and expenses of the
appraiser appointed by it and each shall pay one-half of the fees and expenses
of the third appraiser and one-half of all other costs and expenses incurred in
connection with each appraisal. In the event that the Lessor and the Lessee
agree upon a single appraiser, the Lessee and the Lessor shall each pay
one-half of the fees and expenses of such appraiser.

Section 35.

35.1 Lessor May Grant Liens. Without the consent of Lessee, Lessor
may, subject to the terms and conditions set forth below in these Sections 16,
16.1 and 35.1, from time to time, directly or indirectly, create or otherwise
cause to exist any lien, encumbrance or title retention agreement
("Encumbrance") upon the Leased Property, or any portion thereof or interest
therein, whether to secure any borrowing or other means of financing or
refinancing. Any such Encumbrance shall (a) contain the right to prepay
(whether or not subject to a prepayment penalty); (b) provide that it is
subject to the rights of Lessee under this Lease; contain the Agreement by the
holder of the Encumbrance that it will (1) give Lessee the same notice, if any,
given to of Lessor of any default or acceleration of any obligation underlying
any such Encumbrance or any sale in foreclosure under such Encumbrance, (2)
permit Lessee to cure any such default on Lessor's behalf within any applicable
cure period, and Lessee shall be reimbursed by Lessor for any and all costs
incurred in effecting such cure, including without limitation out-of-pocket
costs incurred to effect any such cure (including reasonable attorneys' fees)
and (3) permit Lessee to appear by its representative and to bid at any sale in
foreclosure made with respect to any such Encumbrance. Upon the request of
Lessor, Lessee shall subordinate this Lease to the lien of a new mortgage on
the Leased Property (including its rights with respect to the Base Management
Fee), on the condition that the proposed mortgagee executes a non-disturbance
and attornment agreement recognizing this Lease, and agreeing, for itself and
its successors and assigns, to comply with the provisions of this Section 35.

35.2 Lessee's Right to Cure. Subject to the provisions of Sections
16, 16.1 and 35.3, if Lessor breaches any covenant to be performed by it under
this Lease, Lessee, after Notice to and demand upon Lessor, without waiving or
releasing any obligation hereunder, and in addition to all other remedies
available to Lessee, may (but shall be under no obligation at any time
thereafter to) make such payment or perform such act for the account and at the
expense of Lessor. All sums so paid by Lessee and all costs and expenses
(including, without limitation, reasonable attorneys' fees) so incurred,
together with interest thereon at the Overdue Rate from the date on which such
sums or expenses are paid or incurred by Lessee, shall be paid by Lessor to
Lessee on demand or, following entry of a final, nonappealable judgment against
Lessor for such sums, may be offset by Lessee against the Base Rent payments
next accruing or coming due. The rights of Lessee hereunder to cure

41
<PAGE> 42
and to secure payment from Lessor in accordance with this Section 35.2 shall
survive the termination of this Lease with respect to the Leased Property.

35.3 Breach by Lessor. If an Event of Default exists on the part
of Lessor, Lessee, without waiving or releasing any obligations hereunder, and
in addition to all other remedies available to Lessee at law or in equity, may
purchase the Leased Property from Lessor for a purchase price equal to the then
Fair Market Value. If Lessee elects to purchase the Property it shall deliver
a Notice thereof to Lessor specifying a settlement date to occur not less than
90 days subsequent to the date of such Notice on which it shall purchase the
Leased Property, and the same shall be thereupon conveyed in accordance with
the provisions of Section 19.

Section 36.

36.1 Miscellaneous. Anything contained in this Lease to the
contrary notwithstanding, all claims against, and liabilities of, Lessee or
Lessor arising prior to any date of termination of this Lease shall survive
such termination. If any term or provision of this Lease or any application
thereof is invalid or unenforceable, the remainder of this Lease and any other
application of such term or provisions shall not be affected thereby. If any
late charges or any interest rate provided for in any provision of this Lease
are based upon a rate in excess of the maximum rate permitted by applicable
law, the parties agree that such charges shall be fixed at the maximum
permissible rate. Neither this Lease nor any provision hereof may be changed,
waived, discharged or terminated except by a written instrument in recordable
form signed by Lessor and Lessee. All the terms and provisions of this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. The headings in this Lease are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. This Lease shall be governed by and construed in accordance
with the laws of the State, but not including its conflicts of laws rules.

36.2 Transfer of Licenses. Upon the expiration or earlier
termination of the Term, Lessee shall use diligent and good faith efforts (i)
to transfer to Lessor or Lessor's nominee all licenses, equipment leases,
operating permits and other governmental authorizations and all service
contracts, including contracts with governmental or quasi-governmental
entities, that may be necessary for the operation of the Facilities
(collectively, "Licenses"), or (ii) if such transfer is prohibited by law or
Lessor otherwise elects, to cooperate with Lessor or Lessor's nominee in
connection with the processing by Lessor or Lessor's nominee of any
applications for, all Licenses; provided, in either case, that the costs and
expenses of any such transfer or the processing of any such application shall
be paid by Lessor or Lessor's nominee. In addition, Lessee agrees to use
diligent and good faith efforts to, if applicable, assist Lessor in obtaining
any consents necessary for the assignment of the Franchise Agreement. Lessor
and Lessee agree to execute whatever instruments are necessary to effect the
assumption by the Lessor or Lessor's nominee of all such licenses, equipment
leases, operating permits and service contracts.

36.3 Waiver of Presentment, etc. Lessee waives all
presentments, demands for payment and for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, and notices
of acceptance and waives all notices of the existence, creation, or incurring
of new or

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<PAGE> 43
additional obligations, except as expressly granted herein, and except as
expressly provided in Section 16 herein.

Section 37.

Memorandum of Lease. Lessor and Lessee shall promptly upon the
request of either enter into a short form memorandum of this Lease, in form
suitable for recording under the laws of the State. Lessee shall pay all costs
and expenses of recording such memorandum of this Lease.

Section 38.

Lessor's Obligation to Purchase Assets of Lessee. Effective on not
less than 90 days prior Notice given at any time within 180 days before the
expiration of the Term, but not later than 90 days prior to such expiration, or
upon such shorter Notice period as shall be appropriate if this Lease is
terminated prior to its expiration date, Lessor shall purchase and/or assume
all (but not less than all) of the assets and liabilities of Lessee, tangible
and intangible, relating to the Leased Property (other than this Lease), at the
expiration or termination of this Lease for an amount (payable in cash on the
expiration date of this Lease) equal to the fair market value thereof as
appraised in conformity with Section 34, except that the appraisers need not be
members of the American Institute of Real Estate Appraisers, but rather shall
be appraisers having at least ten years experience in valuing similar assets.
Notwithstanding any such purchase, Lessor shall obtain no rights to any trade
name or logo owned, licensed or used by the Lessee in connection with the
Leased Property or the Franchise Agreement unless a separate agreement as to
such use is executed by the applicable parties.

Section 39.

Compliance with Franchise Agreement. On or before the Commencement
Date, the Lessor shall deliver to the Lessee any existing Franchise Agreement
applicable to the Leased Property along with an estoppel certificate from the
franchisor certifying, among other things, that no default exists under the
Franchise Agreement, the current physical condition of the Leased Property
satisfies the current quality standards of the franchisor and that all
franchise fees and other payments or obligations of the current franchisee
under the Franchise Agreement are current. It is the intent of the parties
hereto that Lessee shall comply in every respect with the provisions of the
Franchise Agreement so as to avoid any default thereunder during the term of
this Agreement. Lessor and Lessee agree to cooperate fully with each other in
the event it becomes necessary to obtain a Franchise Agreement extension or
modification or a new franchise for the property.

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<PAGE> 44
Section 40.

Capital Expenditures and Reserves

(A) Exhibit "G" contains specific line items for necessary
deferred maintenance and the costs thereof (the "Deferred Maintenance Costs").

(B) Subject to the last sentence of this subparagraph (B), not
later than October 31 of each Fiscal Year, Lessee shall submit to Lessor for
Lessor's approval pursuant to the provisions of Section 3.3 hereof, a Capital
Expenditure Budget for the next Fiscal Year as part of Lessee's submission to
Lessor of the Annual Budget. The purpose for the Capital Expenditure Budget
shall be to keep the Leased Property competitive with any hotel or hotels
similar in nature and type to the Leased Property in the area of the
Competitive Set and to keep the Leased Property in compliance with the
applicable provisions of the Franchise Agreement. The Capital Expenditure
Budget shall include without limitation, the expenditures required, necessary
and/or anticipated for the repair, replacement or refurbishment of carpet, soft
goods, FF&E and structural and mechanical items, alterations to the Leased
Property (but only in accordance with Section 10.1 hereof), reconstruction in
the event of damages or destruction of the Leased Property (but only in
accordance with Section 14 hereof), restoration pursuant to a Taking (but only
in accordance with Section 15 of this Lease), other required or desirable
capital improvements to the Leased Property or any of the components, other
required or desired working capital, and such other items characterized as
capital expenditures under the Uniform System (excluding, however, items
required to be maintained at Lessor's cost pursuant to Section 9.1.2 of this
Lease). Lessor shall maintain a separate interest bearing account referred to
as the Capital Expenditure Reserve Account from which all costs and expenses
reflected in an approved Capital Expenditure Budget should be paid; provided,
however, Lessee shall be an authorized signatory on such account. Lessor
shall, on or before the Commencement Date, fund into the Capital Expenditure
Reserve Account an amount equal to one hundred ten percent (110%) of the
Deferred Maintenance Costs. For the first four (4) years of the Term hereof,
Lessor shall, within five (5) days of its receipt of the monthly profit and
loss statement described in Section 25 (b)(3) hereof, fund into the Capital
Expenditure Reserve Account, an amount equal to four percent (4%) of the Gross
Room Revenues for the preceding month (pro-rated for any partial calendar
month); provided, this amount will be increased to six percent (6%) of monthly
Gross Room Revenues for years five (5) and thereafter during the Term hereof.
Lessee understands and agrees that after the approval by Lessor of any annual
Capital Expenditure Budget, no monies can be expended from the Capital
Expenditure Reserve Account for the applicable year which were not reflected in
that year's annual Capital Expenditure Budget (or if such expenditures were
reflected on the applicable budget, but were underestimated) without the prior
written consent of Lessor, which will not be unreasonably withheld or delayed;
provided, that in the event of an emergency nessitating expenditures for the
protection of life or health or the protection of the Leased Property (a)
Lessee shall immediately pay or incur the costs and expenses in its reasonable
judgment necessary to insure such protection and irrespective of whether such
sums are reflected on the applicable Capital Expenditure Budget, and (b) Lessor
shall fund additional monies into the Capital Expenditure Revenue Account with
regard to same if monies in said account are insufficient to pay the costs and
expenses associated with such emergency. In addition to those statements
required by Section 25 hereof, Lessee agrees during the Term hereof to provide
to Lessor monthly reports and invoices as to the expenditures made from the
Capital Expenditure Reserve Account for the operations of the Leased Property
for the immediately

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<PAGE> 45
preceding month. Lessor and Lessee hereby agree that the Lessee shall submit
to Lessor for Lessor's approval pursuant to the provisions of Section 3.3
hereof, the Capital Expenditure Budget for the Fiscal Year 1996 on or before
sixty (60) days after the Commencement Date.

(c) Lessor represents and warrants, to the best of its knowledge,
that the Leased Property is in full compliance with the Americans With
Disabilities Act and all rules and regulations promulgated thereunder or in
connection therewith (the "ADA Act") and has received no notice from any
governmental authority, or complaint for allegation from any third party
asserting that the Leased Property is not in full compliance with the ADA Act.

Section 41.

Force Majeure. Notwithstanding anything contained herein to the
contrary, both the Lessor and the Lessee shall be excused from performance of
all terms and conditions under this Lease (including the Lessee's obligation
to pay Base Rent) in the event of any act of God, acts of war, acts of
terrorism, civil disturbance, labor strikes, governmental action (including
condemnation proceedings), or other causes beyond the reasonable control of
Lessor or Lessee (excluding, however, changes in the Competitive Set or in the
market in which the Leased Property is located, which are specifically
addressed in Section 42 hereof) which have a significant adverse effect upon
the financial performance of the Leased Property. Lessee agrees to make good
faith efforts to provide to Lessor as much advance Notice of such events as
practical if Lessee has actual knowledge that such an event likely will occur.
If such a force majeure event occurs, the Lessor and Lessee shall negotiate in
good faith to agree upon a new rental structure to reflect the potential
adverse effect upon the financial performance of the Leased Property. If the
Lessor and the Lessee cannot agree upon a new rental structure within thirty
(30) days after the occurrence of a force majeure event, the Lessee shall have
the option to terminate the Lease without the payment of any termination fee;
provided, however, the Lessee shall be obligated to pay all Rent due through
the date of termination. Notwithstanding anything contained herein to the
contrary, the termination by the Lessee of the Lease pursuant to a force
majeure event described in this Section 41 shall not be deemed to be a
termination without cause by the Lessee pursuant to the terms of the Master
Agreement.

Section 42

Competitive Set. The Competitive Set is more fully described and
defined on Exhibit C attached hereto and made a part hereof. Lessee agrees to
make good forth efforts to provide Lessor as much advance Notice as practicable
if Lessee reasonably believes that a hotel or hotels similar in nature and type
to the Leased Property will be constructed in the area of the Competitive Set
and that the construction of such hotel or hotels will potentially have a
significant adverse effect on the financial performance of the Leased Property.
In this regard, Lessee will include with each Annual Budget information as to
any hotel or hotels planned or under construction in the area of the
Competitive Set which are similar in nature and type to the Leased Property.
If (a) the construction of a new hotel or hotels similar in nature and type to
the Leased Property commences in the area of the Competitive Set and (b) Lessee
reasonably believes that the operation of such hotel or hotels will potentially
have a significant adverse effect upon the financial performance of the Leased
Property, then Lessee shall give Lessor Notice of same, and Lessor and Lessee
shall negotiate in good faith to

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<PAGE> 46
agree upon a new rental structure (including the adjustment of Rent and
duration of adjustment to Rent) to reflect the potential adverse effect upon
the financial performance of the Leased Property. If Lessor and Lessee cannot
agree upon a new rental structure within thirty (30) days of receipt by Lessor
of the above-referenced Notice from Lessee, then the parties agree that the
dispute shall be submitted, at Lessor's option, to either Pannell Kerr and
Foster or Arthur Andersen & Co., the decision of either of such entities as to
the new rental structure to be binding and final upon both Lessor and Lessee
and subject to no appeal or court proceeding.

Section 43

Arbitration. Except as otherwise set forth in Section 42 hereof, in
the event a dispute should arise concerning the interpretation or application
of any of the provisions of this Agreement, the parties agree the dispute shall
be submitted to arbitration of the American Arbitration Association, except as
modified by this Section 43. The Arbitration Tribunal shall be formed of three
(3) Arbitrators each of which shall have at least five (5) years' experience in
hotel operation, management or ownership, one (1) to be appointed by each party
and the third (3rd) to be appointed by the American Arbitration Association.
The arbitration shall take place in Pittsburgh, Pennsylvania, and shall be
conducted in the English language. The arbitration award shall be final and
binding upon the parties hereto and subject to no appeal, and shall deal with
the question of costs of arbitration and all matters related thereto. Judgment
upon the award rendered may be entered into any court having jurisdiction, or
applications may be made to such court for an order of enforcement.

Section 44

Right of First Refusal. If Lessor shall have received a bona fide
offer to purchase the Leased Property, and Lessor desires to sell the Leased
Property pursuant to the terms of such offer, Lessor shall give Notice thereof
to Lessee, stating the name and full identity of the prospective purchaser,
including the names and addresses of the owners of the capital stock,
partnership interests or other proprietary interests of such prospective
purchaser, if such information is reasonably available to Lessor, the price,
and all other terms and conditions of such proposed sale, together with all
other information with respect thereto which is requested by Lessee and
reasonably available to Lessor. Within thirty (30) days after receipt by
Lessee of such Notice from Lessor, Lessee shall elect by written notice to
Lessor one of the following alternatives:

(A) To purchase the Leased Property or to purchase the stock at
the same price and upon the same terms and conditions as those set forth in the
Notice from Lessor to Lessee. In such event, Lessor and Lessee shall promptly
enter into an agreement for sale at the price and on terms consistent with such
Notice from Lessor to Lessee.

(B) To consent to such sale and to the assignment of this Lease
to such purchaser, if such sale is in fact consummated; provided, however, that
concurrently with the consummation of such sale, the purchaser shall in writing
under an assumption agreement in form and substance reasonably satisfactory to
Lessee assume and agree to perform and comply in accordance with the terms of
this

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<PAGE> 47
Lease. An executed copy of said assumption agreement shall be promptly
delivered by Lessor to Lessee. Lessor shall give to Lessee not less than
thirty (30) days Notice of the date on which such sale is to be consummated in
order to give Lessee an opportunity to be present.

(C) To refuse consent to such offer to purchase; provided,
however, such consent shall not be unreasonably withheld if such prospective
purchaser is, in Lessee's judgment, financially capable and sufficiently
reputable to enable such prospective purchaser to perform the terms and
conditions of this Lease. If Lessee shall withhold its consent to any such
purchase and Lessor shall nonetheless consummate such transaction, Lessee shall
be entitled to immediately terminate the Lease and all obligations of Lessee
shall immediately cease.

Section 45

As conditions precedent to the effectiveness of this Lease, (a) Lessor
shall have closed the transaction contemplated in the Contract of Purchase and
Sale, (b) Lessor and Lessee shall have simultaneously executed the other Leases
and the Master Agreement, (c) and Lessee and/or Crossroads Hospitality Company,
L. L. C., shall have delivered to Lessor financials, certified by Coopers &
Lybrand, L.L.C., and reflecting that Lessee or Crossroads Hospitality Company,
L.L.C. has a net worth (as defined in the Master Agreement) in an amount not
less than the monetary obligations of Lessee and Crossroads Hospitality
Company, L.L.C., pursuant to the terms of the Master Agreement.

Section 46

Unless otherwise expressly stated herein, any reference to a required
consent or approval by either the Lessor or the Lessee shall be deemed to refer
to an approval or consent which shall not be unreasonably withheld or delayed.

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<PAGE> 48
IN WITNESS WHEREOF, the parties have executed this Lease by their duly
authorized officers as of the date first above written.

LESSOR

CROSSHOST, INC.,
a Maryland corporation
7825 Fay Avenue, Suite 250
LaJolla CA 92037
Phone (619) 456-6070

*
By: /s/ MICHAEL MCNULTY
-----------------------------------
Print Name: Michael McNulty
---------------------------
Title: President
--------------------------------

LESSEE

CROSSROADS HOSPITALITY
TENANT COMPANY, L. L. C.,
a Delaware limited liability company
Foster Plaza 10, 680 Andersen Drive
Pittsburgh PA 15220-8126
Phone (412) 937-0600

*
By: /s/ KEVIN P. KILKEARY
-----------------------------------
Print Name: Kevin P. Kilkeary
---------------------------
Title: President
--------------------------------

*
Substantially similar agreements executed for each of the Acquired Properties
located in the State of Florida.

48
<PAGE> 49

EXHIBIT LIST

<TABLE>
<S> <C> <C>
Exhibit A Description of Land/Ground Leasehold Interest Section 1.1
Exhibit B Schedule of Lease Cancellation Fee Section 1.2(B)(i)
Exhibit C Competitive Set Section 42
Exhibit D Base Rent Section 3.1(A)
Exhibit E Percentage Rent Section 3.1(B)
Exhibit F Insurance Section 13.1
Exhibit G Existing Capital Expenditure Projects Section 40(A)
Exhibit H Intentionally Omitted
Exhibit I Minimum Price Section 2
Exhibit J Amount of Cash on Hand Section 6.4
</TABLE>
<PAGE> 50

EXHIBIT A

DESCRIPTION OF LAND

OCEAN SPRINGS, MISSISSIPPI

A parcel of land situated in Rose Farm New Orchards in the Southeast
1/4 of Section 12, Township 7 South, Range 9 West, Jackson County, Mississippi,
and being more particularly described as follows:

Commencing at an iron pipe found at a fence corner at the point of
intersection of the East margin of Tucker Road with the South line of Lot 18,
Rose Farm New Orchards; thence along a curve of said East margin of Tucker Road
to the left, having a radius of 1135.12' and an arc length of 130.40'; to the
point of beginning, being N15"26'17"W 130.33'; thence further along a curve of
said East margin to the left, having a radius of 1135.12' and an arc length of
316.24'; to an iron pipe found being N26 degrees 42'34"W 315.22', and lying on
the South line of Section "B", Rose Farm New Orchards; thence along said South
line of Section "B", N89 degrees 35'38"E 506.56'; thence S00 degrees 24'22"E
282.58'; thence S89 degrees 35'38"W 366.88' to the point of beginning,
containing 2.780 acres.
<PAGE> 51

EXHIBIT B
LEASE CANCELLATION FEE

In the event Lessor sells the Leased Property and Lessor's purchaser does not
assume Lessee's obligations under this Lease, Lessee shall agree to cancel this
Lease upon its receipt of a Lease Cancellation Fee as Follows:

First Determine Lessor Cash Flow All Base Rent and Percentage Rent
less all real estate taxes paid or payable to Lessor
under this Lease for the 12 calendar months
immediately preceding the closing of the Leased
Property sale.

Then Determine Lessee Cash Flow Cash flow after Base Rent and
Percentage Rent has been paid or payable by Lessee
under this Lease for the 12 calendar months
immediately preceding the closing of the leased
Property sale.

Then Determine Net Operating Income The sum of Lessor Cash Flow and
Lessee Cash Flow.

Then Determine Leased Property Sale Proceeds Available for
Distribution Sales price for the Leased Property
less Lessor's all expenses of Lessor reasonably
associated with such sale. Less Lessor's adjusted
property basis in the Leased Property (original
purchase price paid by Lessor for the Leased Property
plus an annual non-compounding 13% return on said
original purchase price), and less all Rent paid or
payable to Lessor under this Lease from the
Commencement Date through the closing of the Leased
Property sale.

Lastly, Determine: Lease Cancellation Fee Lessee's Percentage of Net
Operating Income multiplied by Leased Property Sale
Proceeds Available for Distribution.

Lessee will receive all or a portion of the Lease Cancellation Fee Calculated
by using the above formula determined by the date during the Term upon which
the Leased Property is sold, as follows:

Years 1 to 10 of the Lessee receives 100% of the Lease Cancellation Fee.
Term.
<PAGE> 52
Year 11 of the Term. Lessee receives 90% of the Lease Cancellation
Fee

Year 12 of the Term. Lessee receives 80% of the Lease Cancellation
Fee

Year 13 of the Term. Lessee receives 70% of the Lease Cancellation
Fee

Year 14 of the Term. Lessee receives 60% of the Lease Cancellation
Fee

Year 15 of the Term. Lessee receives 50% of the Lease Cancellation
Fee

Notwithstanding anything contained in this Exhibit B or this Lease to the
contrary, if the Leased Property is sold prior to the tenth (10) year of the
Term of this Lease, Lessee will, as consideration for cancellation of the Lease
incident to the sale of the Leased Property, be paid an amount equal to the
greater of (a) the accrued but unpaid Negative Base Rent (but only Negative
Base Rent accrued but unpaid for first four (4) years after the Commencement
Date) plus the Base Management Fee for the twelve (12) months immediately
preceding the closing of the Leased Property sale, or (b) the Lease
Cancellation Fee, as determined above.
<PAGE> 53
EXHIBIT C

COMPETITIVE SET
OCEAN SPRINGS, MS

HOLIDAY INN EXPRESS
7304 WASHINGTON STREET
OCEAN SPRINGS, MS 39564

COMFORT INN BILOXI
1648 BEACH BLVD
BILOXI, MS 39531

QUALITY INN BILOXI
1686 BEACH BLVD
BILOXI, MS 39531

SUPER 8 (UNDER CONSTRUCTION)
TUCKER ROAD (ACROSS THE STREET FROM THE SLEEP INN)
OCEAN SPRINGS, MS 39565
<PAGE> 54

EXHIBIT D BASE RENT MONTHLY SCHEDULE OCEAN SPRINGS MISSISSIPPI

THE ANNUAL BASE RENT IS $388,900

COMMENCING IN 1997, THE ANNUAL BASE RENT PER PROPERTY WILL BE DUE IN MONTHLY
AMOUNTS AS FOLLOWS:

<TABLE>
<CAPTION>
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$23,334 $23,334 $33,057 $33,057 $38,890 $38,890 $48,613 $48,613 $31,112 $31,112 $19,444 $19,444 $388,900
</TABLE>

FOR THE PURPOSES OF 1996, THE MONTHLY BASE RENT WILL BE EQUAL TO THE APPLICABLE
ANNUAL BASE RENT DIVIDED BY 12, MULTIPLIED BY 86% FOR EACH OR PARTIAL MONTH.

<PAGE> 55
EXHIBIT E PERCENTAGE RENT SCHEDULE - OCEAN SPRINGS, MS

For each Fiscal Year during the Term commencing with the Fiscal Year January 1,
1997, Lessee shall pay to Lessor percentage rent (Percentage Rent) on a
quarterly basis within twenty (20) days after the end of each calendar quarter
in an amount calculated by the following formula:

The amount equal to the Percentage Rent Gross Revenues Computation

less

An amount equal to the cumulative Percentage Rent paid for the
applicable Fiscal Year through the calendar quarter for which this
calculation is being made

equals

Percentage Rent payable for the applicable calendar quarter.

For the purposes of this formula, the Percentage Rent Gross Revenues
Computation is an amount equal to the total of (a) 30% of the first $350,000 of
cumulative Gross Revenues for the applicable Fiscal Year through the calendar
quarter for which the calculation is being made in excess of $788,400 (the
Break-Even Threshold) and (b) 35% of all amounts of cumulative Gross Revenues
for the applicable Fiscal Year through the calendar quarter for which this
calculation is being made in excess of $1,138,400.

It is understood and agreed that if at any time during the first four (4) years
after the Commencement Date, Lessee has, through the appropriate Officer's
Certificate, certified that Lessee has or is incurring Negative Base Rent, then
fifty percent (50%) of the amount calculated above as Percentage Rent shall be
applied to Negative Base Rent until Negative Base Rent is paid in full and the
remaining fifty percent (50%) shall be paid by Lessee to Lessor as Percentage
Rent. Notwithstanding anything contained in the immediately preceding sentence
or in this Lease to the contrary, Lessee acknowledges and agrees that if at any
time during the first four (4) years after the Commencement date Negative Base
Rent has been paid in full and that at all times after such first four (4) year
period, Lessee shall not be allowed to use any portion of the Percentage Rent,
as calculated above, to offset and/or pay the Negative Base Rent, but rather,
all such Percentage Rent, as calculated above, shall be paid in full to Lessor.

Notwithstanding anything contained in the immediately preceding paragraphs or
in this Lease, Lessor and Lessee acknowledges and agrees that if, during any
Fiscal Year, there are no funds available after or to satisfy Base Rent, that
Lessee has no obligation to pay any Percentage Rent to Lessor.
<PAGE> 56

Exhibit F

<TABLE>
<CAPTION>
Comprehensive General Liability (Crossroads Hospitality)
-------------------------------
<S> <C>
Limits of Liability: $ 1,000,000 Liquor Liability (only applies if hotel operates
a bar or restaurant)
$ 1,000,000 Combined Single Limit for Bodily Injury
and Property Damage Liability
Each Occurrence/$2,000,000 Aggregate Personal
Injury and Advertising Injury Liability
$ 1,000,000 Product Liability
$ 10,000 Premise Medical Payment
$ 50,000 Fire Legal Liability
$ 1,000 Innkeepers Liability per Rental Unit/$10,000
Aggregate
$ 1,000,000 Per Claim of Employee Benefit Liability/
$2,000,000 Aggregate

Deductibles: $ 100 Innkeepers Liability Only

Extension of Coverage: - Broad Form Property Damage
- Contractual Liability
- 60-day Notice of Cancellation
- Incidental Medical Malpractice
- Employees as Additional Insureds
</TABLE>

<TABLE>
<CAPTION>
Automobile*
-----------
<S> <C>
Limits of Liability: $ 1,000,000 Combined Single Limit for Bodily Injury and
Property Damage
$ 1,000,000 Uninsured Motorists
$ 5,000 Medical Payments

Deductibles: $ 500 Comprehensive
$ 500 Collision

Additional Coverages: - Automatic Coverage for New Vehicles
- Hired and Non-Owned Auto
- Fellow Employee Exclusion Deleted
- Rental Reimbursement
- 60-day Notice of Cancellation

* Applies only if hotel-based vehicles are present

Garagekeepers Liability**
-------------------------

Limits of Liability: $ 1,000,000 Each Insured Location

Deductibles: $ 250 Comprehensive
$ 250 Collision

** Applies only if hotel offers valet service
</TABLE>

1
<PAGE> 57
<TABLE>
<CAPTION>
Umbrella Liability
------------------
<S> <C>
Limits of Liability: $ 10,000,000 Per Occurrence
$ 10,000,000 Aggregate

Self-Insured Retention: $ 10,000

Coverage to Include: - Following Form Contractual and Personal Injury Liability
- Following Form Liquor Liability
- Following Form over General Liability, Auto Liability,
Garagekeepers Liability and Employer's Liability

Exclusions: - Pollution Liability
- Asbestos Liability
- Care, Custody and Control (including Innkeepers Liability)
- ERISA Exclusion
</TABLE>

<TABLE>
<CAPTION>
Property Insurance
------------------

<S> <C>
Minimum Limits of Liability: * See Below Real & Personal/Business Interruption
As Needed EDP Extensions
$ Coverage for flood, wind and earthquake to
be included
$ 100,000 Transit
$ 50,000 Service Interruption for heat, water, light
$ 5,000 Accounts Receivable
$ 5,000 Valuable Papers and EDP Media

Perils Insured Against: "All Risks" of Direct Physical Loss except as specifically
excluded in the Policy

Coinsurance: Agreed Amount

Maximum Deductibles: $ 10,000 All Risk
$ 10,000 Transit
$ 25,000 Flood+
$ 25,000 Wind+
$ 50,000 Earth Movement (Except California, which
is greater of 5% of replacement cost
values or $100,000)

*In amounts sufficient to provide replacement cost of real and personal
property, and 12 months lost profit.

+Except Florida, Hawaii, Puerto Rico and Virgin Islands, and other
locations within 10 miles of the Gulf of Mexico or Atlantic Ocean, which is
greater of 2% of replacement cost values or $250,000.
</TABLE>

2
<PAGE> 58

<TABLE>
<CAPTION>
Boiler & Machinery
------------------

<S> <C> <C>
Minimum Limits of Liability: * See Above Combined Property Damage/Business Income
including 90 days ordinary payroll
$ 250,000 Water Damage
$ 50,000 Amonia Contamination
$ 50,000 Hazardous Substances
$ 50,000 Demolition/I.C.C.
$ 1,000,000 Service Interruption

Maximum Deductibles: $ 10,000 Except:
1 x ADV Business Income (ADV = Average Daily Value)
24 Hours Service Interruption

Form: Comprehensive including production machines

In the event of separate policies being written to provide property
and boiler/machinery coverages, a Joint Loss Agreement will be
obtained.
</TABLE>

<TABLE>
<CAPTION>
**Employment Practices (Subject to Reasonable Availability)
----------------------------------------------------------
<S> <C> <C>
Limits of Liability: $ 1,000,000 Claims-made policy. Limit applies per claim and
as an annual aggregate for all hotels.

Deductible: $ 50,000 Per claim applies to the total of all legal fees, claims
administration expenses, and indemnity payments.
However, if at any time indemnity payments alone
meet or exceed $25,000, then the combined deductible
shall become $25,000.
</TABLE>

<TABLE>
<CAPTION>
**Crime/Fidelity Bond
---------------------

<S> <C> <C>
Minimum Limits of Liability: $ 250,000 Blanket Employee Dishonesty
$ 250,000 Loss Inside Premises
$ 250,000 Loss Outside Premises
$ 250,000 Depositors Forgery
$ 250,000 Computer Fraud
$ 25,000 Safe Deposit Liability

Maximum Deductible $ 10,000

<CAPTION>
**Worker's Compensation
----------------------

Full Guaranteed Cost Statutory Coverage

$ 1,000,000 Employers Liability

** To be provided by employer
</TABLE>

OWNER AND MANAGER AND ITS AFFILIATES ARE TO BE COVERED AS ADDITIONAL NAMED
INSUREDS AS RESPECTS THEIR INTERESTS IN THE HOTEL FOR ALL PROPERTY, BOILER,
AUTOMOBILE, COMPREHENSIVE GENERAL LIABILITY, GARAGEKEEPERS LIABILITY, AND
CASUALTY INSURANCE.

IHC-Risk Management Dept.
August 6, 1995

3
<PAGE> 59

EXHIBIT G EXISTING CAPITAL EXPENDITURE
PROJECTS
OCEAN SPRINGS, MISSISSIPPI

<TABLE>
<CAPTION>
<S> <C>
Cost to repair of asphalt access driveway (access from Washington Avenue) $5,000.00

Cost of addition of curb cuts to handicap designated parking spaces $1,000.00

Cost of addition of safety handrails at pool and restricted parking spaces $1,000.00

Total $7,000.00

</TABLE>

<PAGE> 60

EXHIBIT H FF&E RESERVE

INTENTIONALLY OMMITTED.

<PAGE> 61

EXHIBIT I

MINIMUM PRICE SCHEDULE

OCEAN SPRINGS, MS

$3,550,000

<PAGE> 62
EXHIBIT J
BALANCE SHEET/AMOUNT OF CASH ON HAND
OCEAN SPRINGS, MS

Lessor and Lessee agree that the balance sheet will include the following
items:

1. Working Capital/Cash on Hand

2. Transition expense of $5,000

3. Inventory levels to include a three (3) PAR for all
linen and terry.

4. Capital Funds as described in Section 40 A and
Section 40 B.

5. Payment of any accrued employee vacation benefits

6. Utility deposits and/or funds to pay for utility
deposits

Lessor will provide Lessee at the commencement of the lease with $30,000 to
fund items 1,2,3 and 6.

<PAGE> 1
EXHIBIT 10.15

EXHIBIT A

DESCRIPTION OF LAND
DESTIN, FLORIDA

NORTH PORTION OF PARCEL NO. 5

A parcel of land lying in Section 28, Township 2 South, Range 21 West, Walton
County, Florida, being more particularly described as follows:

Commence at a found General Land Office Monument marking the Southwest corner
of the Southeast 1/4 of the aforesaid Section 28, Township 2 South, Range 21
West, Walton County, Florida; thence go North 02 degrees 11'03" East along the
West line of said Southeast 1/4, a distance of 439.90 feet to the Point of
Beginning; thence continue North 02 degrees 11'03" East, a distance of 370.00
feet to the Southerly line of a 100 foot Gulf Power right-of-way; thence go
South 87 degrees 27'15" East along the aforesaid line, a distance of 208.60
feet; thence go North 59 degrees 18'45" East, a distance of 4.28 feet; thence
go South 56 degrees 40'23" East, a distance of 379.52 feet; thence go South 33
degrees 19'37" West, a distance of 200.00 feet; thence go North 88#17'09" West,
a distance of 433.59 feet to the Point of Beginning.

Said parcel contains 3.6045 acres.

<PAGE> 2

EXHIBIT B
LEASE CANCELLATION FEE

Then Determine Net Operating Income The sum of Lessor Cash Flow and
Lessee Cash Flow.

Lastly, Determine: Lease Cancellation Fee Lessee's Percentage of Net
Operating Income multiplied by Leased Property Sale
Proceeds Available for Distribution.

Lessee will receive all or a portion of the Lease Cancellation Fee Calculated
by using the above formula determined by the date during the Term upon which
the Leased Property is sold, as follows:

Years 1 to 10 of the Lessee receives 100% of the Lease Cancellation Fee.
Term.

<PAGE> 3
Year 11 of the Term. Lessee receives 90% of the Lease Cancellation
Fee

Year 12 of the Term. Lessee receives 80% of the Lease Cancellation
Fee

Year 13 of the Term. Lessee receives 70% of the Lease Cancellation
Fee

Year 14 of the Term. Lessee receives 60% of the Lease Cancellation
Fee

Year 15 of the Term. Lessee receives 50% of the Lease Cancellation
Fee

COMPETITIVE SET
DESTIN, FLORIDA

HAMPTON INN
1625 HIGHWAY 98 EAST
DESTIN, FLORIDA 32541

COMFORT INN
405 HIGHWAY 98 EAST
DESTIN, FLORIDA 32541

HOLIDAY INN
39 OLD HIGHWAY 98 EAST
DESTIN, FLORIDA 32541

SAN DESTIN BEACH RESORT
9300 HIGHWAY 98 EAST
DESTIN, FLORIDA 32541
<PAGE> 5
EXHIBIT D BASE RENT MONTHLY SCHEDULE DESTIN FLORIDA

THE ANNUAL BASE RENT IS $437,500

COMMENCING IN 1997, THE ANNUAL BASE RENT PER PROPERTY WILL BE DUE IN MONTHLY
AMOUNTS AS FOLLOWS:

<TABLE>
<CAPTION>
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$26,250 $26,250 $37,188 $37,188 $43,750 $43,750 $54,688 $54,688 $35,000 $35,000 $21,874 $21,874 $437,500
</TABLE>

FOR THE PURPOSES OF 1996, THE MONTHLY BASE RENT WILL BE EQUAL TO THE APPLICABLE
ANNUAL BASE RENT DIVIDED BY 12, MULTIPLIED BY 52% FOR EACH OR PARTIAL MONTH.

<PAGE> 6
EXHIBIT E PERCENTAGE RENT SCHEDULE - DESTIN, FLORIDA

The amount equal to the Percentage Rent Gross Revenues Computation

less

An amount equal to the cumulative Percentage Rent paid for the
applicable Fiscal Year through the calendar quarter for which this
calculation is being made

equals

Percentage Rent payable for the applicable calendar quarter.

For the purposes of this formula, the Percentage Rent Gross Revenues
Computation is an amount equal to the total of (a) 30% of the first $350,000 of
cumulative Gross Revenues for the applicable Fiscal Year through the calendar
quarter for which the calculation is being made in excess of $850,300 (the
Break-Even Threshold) and (b) 35% of all amounts of cumulative Gross Revenues
for the applicable Fiscal Year through the calendar quarter for which this
calculation is being made in excess of $1,200,300.

Exhibit F

Deductibles: $ 100 Innkeepers Liability Only

Extension of Coverage: - Broad Form Property Damage
- Contractual Liability
- 60-day Notice of Cancellation
- Incidental Medical Malpractice
- Employees as Additional Insureds
</TABLE>

<TABLE>
<CAPTION>
Automobile*
-----------
<S> <C>
Limits of Liability: $ 1,000,000 Combined Single Limit for Bodily Injury and
Property Damage
$ 1,000,000 Uninsured Motorists
$ 5,000 Medical Payments

Deductibles: $ 500 Comprehensive
$ 500 Collision

Additional Coverages: - Automatic Coverage for New Vehicles
- Hired and Non-Owned Auto
- Fellow Employee Exclusion Deleted
- Rental Reimbursement
- 60-day Notice of Cancellation

* Applies only if hotel-based vehicles are present

Garagekeepers Liability**
-------------------------

Limits of Liability: $ 1,000,000 Each Insured Location

Deductibles: $ 250 Comprehensive
$ 250 Collision

** Applies only if hotel offers valet service
</TABLE>

1
<PAGE> 8
<TABLE>
<CAPTION>
Umbrella Liability
------------------
<S> <C>
Limits of Liability: $ 10,000,000 Per Occurrence
$ 10,000,000 Aggregate

Self-Insured Retention: $ 10,000

Exclusions: - Pollution Liability
- Asbestos Liability
- Care, Custody and Control (including Innkeepers Liability)
- ERISA Exclusion
</TABLE>

<TABLE>
<CAPTION>
Property Insurance
------------------

Perils Insured Against: "All Risks" of Direct Physical Loss except as specifically
excluded in the Policy

Coinsurance: Agreed Amount

Maximum Deductibles: $ 10,000 All Risk
$ 10,000 Transit
$ 25,000 Flood+
$ 25,000 Wind+
$ 50,000 Earth Movement (Except California, which
is greater of 5% of replacement cost
values or $100,000)

*In amounts sufficient to provide replacement cost of real and personal
property, and 12 months lost profit.

2
<PAGE> 9

<TABLE>
<CAPTION>
Boiler & Machinery
------------------

Maximum Deductibles: $ 10,000 Except:
1 x ADV Business Income (ADV = Average Daily Value)
24 Hours Service Interruption

Form: Comprehensive including production machines

In the event of separate policies being written to provide property
and boiler/machinery coverages, a Joint Loss Agreement will be
obtained.
</TABLE>

<TABLE>
<CAPTION>
**Crime/Fidelity Bond
---------------------

Maximum Deductible $ 10,000

<CAPTION>
**Worker's Compensation
----------------------

Full Guaranteed Cost Statutory Coverage

$ 1,000,000 Employers Liability

** To be provided by employer
</TABLE>

IHC-Risk Management Dept.
August 6, 1995

3
<PAGE> 10

EXHIBIT G EXISTING CAPITAL EXPENDITURE
PROJECTS
DESTIN FLORIDA

None

<PAGE> 11

EXHIBIT H FF&E RESERVE

INTENTIONALLY OMMITTED.

<PAGE> 12

EXHIBIT I

MINIMUM PRICE SCHEDULE

DESTIN, FLORIDA

$4,150,000

<PAGE> 13
EXHIBIT J
BALANCE SHEET/AMOUNT OF CASH ON HAND
DESTIN, FLORIDA

Lessor and Lessee agree that the balance sheet will include the following
items:

1. Working Capital/Cash on Hand

2. Transition expense of $5,000

3. Inventory levels to include a three (3) PAR for all
linen and terry.

4. Capital Funds as described in Section 40 A and
Section 40 B.

5. Payment of any accrued employee vacation benefits

6. Utility deposits and/or funds to pay for utility
deposits

Lessor will provide Lessee at the commencement of the lease with $30,000 to
fund items 1,2,3 and 6.

<PAGE> 1
EXHIBIT 10.16

EXHIBIT A

DESCRIPTION OF LAND
MOTEL PARCEL
SARASOTA, FLORIDA

That part of the North 1/2 of the Northwest 1/4 of the Southeast 1/4 of Section
1, Township 36 South, Range 17 East, Sarasota County, Florida described as
follows:

COMMENCE at the Northeast corner of said Northwest 1/4 of the Southeast 1/4 of
Section 1; thence S 00 degrees 02'03" E along the East line of said Northwest
1/4 of the Southeast 1/4 for 40.00 feet to an intersection with the Southerly
right-of-way line of DeSoto Road (said right-of-way line being parallel with
and 40.00 feet Southerly of the North line of said Northwest 1/4 of the
Southeast 1/4); thence WEST (N 90 degrees 00'00" W) along said right-of-way
line for 165.00 feet; thence S 00 degrees 02'03" E parallel with the East line
of said Northwest 1/4 of the Southeast 1/4 of said Section 1 for 210.00 feet;
thence EAST 125.00 feet to an intersection with the Westerly right-of-way line
of Royal Palm Avenue (a 40-foot wide right-of-way); thence S 00 degrees 02'03"E
along the Westerly right-of-way line of Royal Palm Avenue for 110.00 feet;
thence S 90 degrees 00'00" W 268.50 feet; thence S 00 degrees 02'03" E for
92.82 feet to the POINT OF BEGINNING of the herein described parcel of land;
thence continue S 00 degrees 02'03" E parallel with the East line of said
Northwest 1/4 of the Southeast 1/4 of said Section 1 for 211.70 feet to an
intersection with the South line of the North 1/2 of the Northwest 1/4 of the
Southeast 1/4 of Section 1; thence S 89 degrees 40'56" W along the said South
line of the North 1/2 of the Northwest 1/4 of the Southeast 1/4 of Section 1
for 411.54 feet; thence N 00 degrees 02'03" W for 211.70 feet; thence N 89
degrees 40'56" E for 411.54 feet to the POINT OF BEGINNING.

Said parcel of land contain 2.00 acres, more or less.
<PAGE> 2

EXHIBIT B
LEASE CANCELLATION FEE

Then Determine Net Operating Income The sum of Lessor Cash Flow and
Lessee Cash Flow.

Lastly, Determine: Lease Cancellation Fee Lessee's Percentage of Net
Operating Income multiplied by Leased Property Sale
Proceeds Available for Distribution.

Lessee will receive all or a portion of the Lease Cancellation Fee Calculated
by using the above formula determined by the date during the Term upon which
the Leased Property is sold, as follows:

Years 1 to 10 of the Lessee receives 100% of the Lease Cancellation Fee.
Term.
<PAGE> 3
Year 11 of the Term. Lessee receives 90% of the Lease Cancellation
Fee

Year 12 of the Term. Lessee receives 80% of the Lease Cancellation
Fee

Year 13 of the Term. Lessee receives 70% of the Lease Cancellation
Fee

Year 14 of the Term. Lessee receives 60% of the Lease Cancellation
Fee

Year 15 of the Term. Lessee receives 50% of the Lease Cancellation
Fee

COMPETITIVE SET
SARASOTA, FLORIDA

COURTYARD BY MARRIOTT
850 UNIVERSITY PARKWAY
SARASOTA, FLORIDA 34234

HAMPTON INN
5000 TAMIAMI TRAIL
SARASOTA, FLORIDA 34234

DAYS INN
4900 NORTH TAMIAMI TRAIL
SARASOTA, FLORIDA 34234

WELLSLEY INN
1803 NORTH TAMIAMI TRAIL
SARASOTA, FLORIDA 34234

COMFORT INN
4800 NORTH TAMIAMI TRAIL
SARASOTA, FLORIDA 34234
<PAGE> 5
EXHIBIT D BASE RENT MONTHLY SCHEDULE SARASOTA FLORIDA

THE ANNUAL BASE RENT IS $313,800

COMMENCING IN 1997, THE ANNUAL BASE RENT PER PROPERTY WILL BE DUE IN MONTHLY
AMOUNTS AS FOLLOWS:

<TABLE>
<CAPTION>
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$31,380 $45,501 $45,501 $31,380 $25,104 $25,104 $20,397 $20,397 $15,690 $18,828 $18,828 $15,690 $313,800
</TABLE>

FOR THE PURPOSES OF 1996, THE MONTHLY BASE RENT WILL BE EQUAL TO THE APPLICABLE
ANNUAL BASE RENT DIVIDED BY 12, MULTIPLIED BY 47% FOR EACH OR PARTIAL MONTH.

<PAGE> 6
EXHIBIT E PERCENTAGE RENT SCHEDULE - SARASOTA, FLORIDA

The amount equal to the Percentage Rent Gross Revenues Computation

less

An amount equal to the cumulative Percentage Rent paid for the
applicable Fiscal Year through the calendar quarter for which this
calculation is being made

equals

Percentage Rent payable for the applicable calendar quarter.

For the purposes of this formula, the Percentage Rent Gross Revenues
Computation is an amount equal to the total of (a) 30% of the first $300,000 of
cumulative Gross Revenues for the applicable Fiscal Year through the calendar
quarter for which the calculation is being made in excess of $802,800 (the
Break-Even Threshold) and (b) 35% of all amounts of cumulative Gross Revenues
for the applicable Fiscal Year through the calendar quarter for which this
calculation is being made in excess of $1,002,800.

Exhibit F

Deductibles: $ 100 Innkeepers Liability Only

Extension of Coverage: - Broad Form Property Damage
- Contractual Liability
- 60-day Notice of Cancellation
- Incidental Medical Malpractice
- Employees as Additional Insureds
</TABLE>

<TABLE>
<CAPTION>
Automobile*
-----------
<S> <C>
Limits of Liability: $ 1,000,000 Combined Single Limit for Bodily Injury and
Property Damage
$ 1,000,000 Uninsured Motorists
$ 5,000 Medical Payments

Deductibles: $ 500 Comprehensive
$ 500 Collision

Additional Coverages: - Automatic Coverage for New Vehicles
- Hired and Non-Owned Auto
- Fellow Employee Exclusion Deleted
- Rental Reimbursement
- 60-day Notice of Cancellation

* Applies only if hotel-based vehicles are present

Garagekeepers Liability**
-------------------------

Limits of Liability: $ 1,000,000 Each Insured Location

Deductibles: $ 250 Comprehensive
$ 250 Collision

** Applies only if hotel offers valet service
</TABLE>

1
<PAGE> 8
<TABLE>
<CAPTION>
Umbrella Liability
------------------
<S> <C>
Limits of Liability: $ 10,000,000 Per Occurrence
$ 10,000,000 Aggregate

Self-Insured Retention: $ 10,000

Exclusions: - Pollution Liability
- Asbestos Liability
- Care, Custody and Control (including Innkeepers Liability)
- ERISA Exclusion
</TABLE>

<TABLE>
<CAPTION>
Property Insurance
------------------

Perils Insured Against: "All Risks" of Direct Physical Loss except as specifically
excluded in the Policy

Coinsurance: Agreed Amount

Maximum Deductibles: $ 10,000 All Risk
$ 10,000 Transit
$ 25,000 Flood+
$ 25,000 Wind+
$ 50,000 Earth Movement (Except California, which
is greater of 5% of replacement cost
values or $100,000)

*In amounts sufficient to provide replacement cost of real and personal
property, and 12 months lost profit.

2
<PAGE> 9

<TABLE>
<CAPTION>
Boiler & Machinery
------------------

Maximum Deductibles: $ 10,000 Except:
1 x ADV Business Income (ADV = Average Daily Value)
24 Hours Service Interruption

Form: Comprehensive including production machines

In the event of separate policies being written to provide property
and boiler/machinery coverages, a Joint Loss Agreement will be
obtained.
</TABLE>

<TABLE>
<CAPTION>
**Crime/Fidelity Bond
---------------------

Maximum Deductible $ 10,000

<CAPTION>
**Worker's Compensation
----------------------

Full Guaranteed Cost Statutory Coverage

$ 1,000,000 Employers Liability

** To be provided by employer
</TABLE>

IHC-Risk Management Dept.
August 6, 1995

3
<PAGE> 10

EXHIBIT G EXISTING CAPITAL EXPENDITURE
PROJECTS
SARASOTA FLORIDA

Cost of replacing carpet in public areas (4,300 square feet at
$2.500 per square foot) $10,725.00

<PAGE> 11

EXHIBIT H FF&E RESERVE

INTENTIONALLY OMMITTED.

<PAGE> 12
EXHIBIT I

MINIMUM PRICE SCHEDULE

SARASOTA, FLORIDA

$3,200,000

<PAGE> 13
EXHIBIT J
BALANCE SHEET/AMOUNT OF CASH ON HAND
SARASOTA, FLORIDA

Lessor and Lessee agree that the balance sheet will include the following
items:

1. Working Capital/Cash on Hand

2. Transition expense of $5,000

3. Inventory levels to include a three (3) PAR for all
linen and terry.

4. Capital Funds as described in Section 40 A and
Section 40 B.

5. Payment of any accrued employee vacation benefits

6. Utility deposits and/or funds to pay for utility
deposits

Lessor will provide Lessee at the commencement of the lease with $30,000 to
fund items 1,2,3 and 6.

<PAGE> 1
EXHIBIT 10.17

EXHIBIT A

DESCRIPTION OF LAND
TALLAHASSEE, FLORIDA

LOT 1

Commence at a concrete monument marking the Southeast corner of Lot 16
of the Third Division of the Plantation of the Florida Pecan Endowment Company
as per supplementary map recorded in Plat Book 1, Page 4, of the Public Records
of Leon County, Florida, and run thence North 01 degrees 08 minutes 34 seconds
West 336.07 feet, thence South 89 degrees 54 minutes 07 seconds West 192.39
feet to a point on a cul-de-sac, said point being on a curve concave
Northwesterly, thence run Southwesterly and Northwesterly along said curve with
a radius of 30.0 feet, through a central angle of 138 degrees 11 minutes 23
seconds for an arc length of 72.36 feet, thence run South 89 degrees 54 minutes
07 seconds West along the Southerly boundary of a 40 foot roadway, a distance
of 7.49 feet, thence leaving said Southerly boundary run South 00 degrees 01
minutes 38 seconds East 315.75 feet, thence North 89 degrees 57 minutes 36
seconds Est 258.56 feet to the POINT OF BEGINNING, lying and being situated in
Section 19, Township 1 North, Range 1 West.