1 EXHIBIT 2.10 PURCHASE AGREEMENT

1
EXHIBIT 2.10

PURCHASE AGREEMENT

By and Between

RESIDENCE INN BY MARRIOTT, INC. ("Seller")

and

INNKEEPERS USA LIMITED PARTNERSHIP ("Purchaser")

TABLE OF CONTENTS

SECTION 1 PURCHASE AND SALE OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2 PURCHASE PRICE AND DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 3 SETTLEMENT AND CLOSING DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 4 STUDY PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 5 TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 6 SERVICE AGREEMENTS; LEASES; MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 7 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 8 COVENANTS PRIOR TO SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 9 DAMAGE, DESTRUCTION AND CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 10 CONDITIONS TO SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 11 CLOSING EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 12 LIABILITY OF PURCHASER; INDEMNIFICATION BY SELLER; TERMINATION RIGHTS . . . . . . . . . . . 22

SECTION 13 BROKERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 14 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Exhibit A Property Description
Exhibit B Tangible Personal Property Inventory
Exhibit C List of Licenses
Exhibit D List of Existing Contracts and Leases
Exhibit E Form of Management Agreement
Exhibit F Form of Owner's Affidavit
Exhibit G Form Special Warranty Deed
Exhibit H Form Xxxx of Sale
Exhibit I Form Assignment and Assumption Agreement
Exhibit J Redemption and Registration Rights Agreement
Exhibit K Partnership Agreement Amendment

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the _____ day of September, 1996 (the "Effective Date"), by and between
RESIDENCE INN BY MARRIOTT, INC., a Delaware corporation ("Seller"), and
INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership
("Purchaser").

In consideration of the Purchase Price (as hereinafter defined), the
Deposit (as hereinafter defined), and the premises and the mutual covenants and
conditions set forth herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1 PURCHASE AND SALE OF PROPERTY

A. Upon the terms and conditions hereinafter set forth, Seller
agrees to sell, grant and convey, and Purchaser agrees to purchase and accept,
in fee simple, all of Seller's right, title, equity and interest in and to the
following (the following to be collectively referred to hereinafter as the
"Property"):

1. A parcel of land commonly known as 800 and 000
Xxxxxxxxx Xxxxx located in the the City/Town of Scarborough, County of
Cumberland, State of Maine as more fully described in Exhibit A attached hereto
and incorporated herein by this reference and any privileges, rights,
easements, hereditaments and appurtenances belonging to such parcel of land
(collectively, the "Land").

2. The building constructed on the Land which is being
used in connection with the operation of a hotel doing business as the
Residence Inn by Marriott Hotel (the "Hotel") together with all other
improvements, fixtures and other items of real estate located on the Land or
within the building as of the date of this Agreement (collectively, the
"Improvements") (the Land and Improvements are sometimes herein collectively
referred to as the "Real Estate").

3. Any tangible personal property, including, without
limitation, Consumables (as hereinafter defined), furniture, carpets, rugs,
draperies, bedspreads, linens, china, glassware, flatware, uniforms,
stationery, cleaning supplies and other guest supplies, hotel operating
equipment, telephones, computer equipment, television sets and other equipment
used in connection with the ownership or operation of the Hotel whether owned
or leased by Seller (collectively, the "Furnishings") and all other machinery,
equipment, furnishings, signs and other tangible personal property situated in
or upon or used in connection with the operation or maintenance of the Real
Estate or any part thereof (and not otherwise comprising part of the
Improvements), as more particularly described on the inventory list prepared by
Seller and attached hereto as Exhibit B (all of which Furnishings and other
property set forth in this Section are hereinafter collectively referred to as
the "Tangible Personal Property").

4. Seller's interest in all intangible personal property
owned or possessed by Seller and used in connection with the Real Estate or the
Tangible Personal Property, including, without limitation, the following
described intangible property (hereinafter collectively referred to as the
"Intangible Personal Property"):

a. All licenses, certifications, authorizations,
approvals and permits identified in Exhibit C attached hereto (the "Licenses")
issued or approved by any governmental authority and relating to the operation,
ownership and maintenance of the Property or any part thereof, but only to the
extent such licenses are transferable under law from Seller to Purchaser.

b. All written contracts and equipment leases
identified in Exhibit D attached hereto which includes all service,
maintenance, operating, repair, supply, purchase, consulting, professional

service, advertising, promotion, public relations and other contracts and
commitments with respect to the Property (hereinafter collectively referred to
as "Contracts").

c. All leases, licenses, subleases, tenancies,
concessions and similar agreements, and security deposits, if any, described on
Exhibit D attached hereto (hereinafter collectively referred to as "Leases"),
and all rights of the Seller thereunder which presently are in force with
respect to the Property or any part thereof.

d. All guaranties and warranties, if any, in
effect with respect to the Property or any portion thereof, but only to the
extent such guaranties and warranties are transferable by Seller (hereinafter
collectively referred to as "Guarantees").

5. Copies of all plans and specifications pertaining to
the Property and the construction or operation thereof (the "Plans and
Specifications") to the extent the same are in Seller's possession.

6. All deposits taken from guests, groups, conventions
or others, and any amounts prepaid in connection with services to be rendered
after the Closing Date.

B. Notwithstanding anything contained in this Agreement to the
contrary, Seller shall not be obligated to sell or otherwise convey to
Purchaser, and Purchaser shall not be obligated to purchase, from Seller, the
following, all of which shall remain the sole and exclusive property of Seller
(collectively, the "Excluded Items"):

1. Any right, title or interest in the name "Marriott,"
"Residence Inn by Marriott"and any other marks used by Marriott International,
Inc. ("Marriott") and its affiliates generally in connection with the Marriott
hotel system.

2. Cash and all balances on deposit to the credit of
Seller with banking institutions and all cash equivalent investments, including
without limitation, any FF&E reserve accounts and any working capital account.

3. Non-transferable deposits.

4. All property, including without limitation, any trade
fixtures, owned by tenants under the Leases (except to the extent of Seller's
interest therein pursuant to the Leases).

5. All property owned by Seller which is not currently
located on the Property, and which has heretofore been used by Marriott in
connection with the Marriott hotel system generally, and not principally in
connection with the operation of the Hotel.

6. Insurance policies covering any of the Property and
all rights and claims thereunder (subject however to the provisions of Section
9).

7. All programs and software developed by or on behalf
of Seller, Marriott and their affiliates in connection with their ownership and
operation of the Hotel or the Marriott hotel system generally, including
without limitation, any automated reservation system, accounting and payroll
software, front office check-in and check-out, accounts receivable and group
billing software; any business plans and lead sheets; legal, security
management and loss prevention guidelines and manuals; any training manuals and
videos developed by Seller, Marriott or their affiliates;

8. Any equipment owned by Seller's suppliers of coffee,
orange juice, and other beverages and goods provided to Seller in connection
with its purchase of such goods from such suppliers;

9. Any federal, state or other local tax returns filed
by Seller or Marriott or any of their affiliates, canceled checks and bank
statements, journals for revenues, period end files for reconciliation
(collectively, "Retained Records") provided, however, that Purchaser may
examine and photocopy the Retained Records prior to the Closing.

C. In the event that the inventory list, the list of licenses
and/or the list of contracts and leases to be attached hereto as Exhibits B, C
and D, respectively, have not been completed and attached to this Agreement,
the Seller agrees to use its best efforts to prepare the same and provide
copies to Purchaser in the manner provided for giving notice hereunder and to
attach the same to this Agreement within thirty (30) days of the Effective Date
of this Agreement. The parties expressly agree that the Study Period
(hereafter defined) shall not be extended as a result of the delivery of these
items after the Effective Date.

2 PURCHASE PRICE AND DEPOSIT

A. The purchase price of the Property (the "Purchase Price") is
Six Million One Hundred Sixty Three Thousand Dollars ($6,163,000.00), which is
subject to prorations and adjustments as provided in this Agreement and is
payable as provided in Subsection B below. The parties agree to allocate the
Purchase Price among Real Estate, Tangible Personal Property and Intangible
Personal Property in a mutually acceptable manner prior to Closing.

B. Seller agrees to accept as a credit against the Purchase Price
units of Class A limited partnership interests in Purchaser (each, a "Unit,"
and collectively, the "Units") valued at Eight Hundred Fifty Nine Thousand
Dollars ($859,000.00) (the "Unit Portion"). Seller's purchase of the Units and
Seller's admission as a Class A Limited Partner shall be duly authorized,
approved and evidenced, effective as of the Closing Date, as set forth in the
Partnership Agreement Amendment attached hereto as Exhibit K. Upon execution
and delivery of the Partnership Agreement Amendment by the parties thereto, the
Units shall thereupon have been approved and authorized for issuance to Seller,
Seller shall have been duly admitted as a Class A Limited Partner of Purchaser,
and Seller shall be the owner of the Units, which shall be fully paid,
nonassessable and free and clear of any and all liens, encumbrances, charges or
other restrictions or third party rights of any kind, except as set forth in
the Partnership Agreement of the Purchaser, as amended by the Partnership
Agreement Amendment.

C. For purposes of determining the number of Units to be
delivered by Purchaser at the Closing, each Unit shall be deemed to have a
value equal to the average of the closing prices of Innkeepers USA Trust common
shares of beneficial interests ("Shares") on the New York Stock Exchange
("NYSE") (or if the Shares are no longer traded on the NYSE, the exchange on
which Shares are traded) on each of the five (5) business days immediately
preceding the business day before the Closing Date (as so determined, the "Unit
Price"). The Seller shall receive certificates at the Closing representing the
number of Units calculated by dividing the Unit Portion by the Unit Price. The
certificates evidencing the Units will bear appropriate legends indicating (i)
that the LP Units have not been registered under the Securities Act of 1933, as
amended ("Securities Act"), and (ii) that Purchaser's Partnership Agreement
restricts the transfer of Units.

D. The Units may be redeemed upon notice delivered by Seller or
Purchaser, as applicable in accordance with this Section 2 ("Redemption
Notice"), for Shares or as set forth in Purchaser's Partnership Agreement, in
accordance with the following:

1. The Seller may elect to redeem any or all of its
Units from time to time from and after the first anniversary of the Closing
Date, in which event Innkeepers USA Trust or Purchaser, as the case may be,
shall redeem each Unit which Seller has elected to redeem for one (1) Share,
unless the Redemption Price (as defined below) is less than the Unit Price. In
the event the Redemption Price is less than the Unit Price, then Purchaser shall
redeem each Unit (which Seller has elected to redeem) for a number of Shares
equal to the Unit Price divided by the Redemption Price. The "Redemption Price"
shall mean the dollar amount equal

to the average of the closing prices of the Shares on the NYSE (or if the Shares
are no longer traded on the NYSE, the exchange on which Shares are traded) for
the five (5) business days immediately preceding the date Purchaser receives the
Redemption Notice. For example, if the Unit Price is 10, and the Redemption
Price is 9, each Unit shall be redeemed for 1.11 Shares. Alternatively, if the
Unit Price is 10 and the Redemption Price is 11, each Unit is redeemable for one
Share.

2. Each Redemption Notice shall be accompanied by
certificate(s) representing the Units to be redeemed, duly endorsed for
transfer. In addition, Seller shall deliver any other documentation reasonably
required by Purchaser to effect the redemption and transfer of the Units, by
not later than three (3) days after the date of the Redemption Notice. The
delivery of Shares shall be made by not later than five (5) days after the date
of the Redemption Notice.

E. The Seller acknowledges that the issuance of the Shares
issuable upon redemption of the Units shall not have been registered under the
applicable provisions of the Securities Act, as of the Closing Date. Purchaser
shall use its best efforts to cause Innkeepers USA Trust to have declared
effective by the Securities and Exchange Commission a registration statement
("Registration Statement") covering the issuance of Shares issuable upon
redemption of the Units and/or the resale of such Shares and to ensure that the
Registration Statement remains continually effective for a period of two (2)
years after the first anniversary of the Closing Date (the "Registration
Period"). Purchaser promptly will notify the Seller of the date that the
Registration Statement covering the Shares is declared effective by the
Securities and Exchange Commission.

1. In the event the Shares are not registered at any
time when Seller delivers a Redemption Notice to Purchaser, each Unit may, at
Seller's option, by delivery of a Redemption Notice to Purchaser, be redeemed
for cash in the amount (the "Exchange Amount") of the greater of the Unit Price
or the Redemption Price. Purchaser shall pay the Exchange Amount to Seller
within three (3) business days after the date of the Redemption Notice.

2. Further, in the event the Registration Statement is
not effective for a period in excess of fifteen (15) days at any time from the
date Seller has received Shares pursuant to a Redemption Notice until the end
of the Registration Period, each Share which Seller owns may, at Seller's
option, upon delivery of written notice to Purchaser, be redeemed for cash in
the amount of the greater of the Exchange Amount (as calculated at the xxxx
Xxxxxx redeemed the Units for such Share), or the average of the closing prices
of the Shares on the NYSE (or if the Shares are no longer traded on the NYSE,
the exchange on which Shares are traded) on each of the five (5) business days
after the date of Purchaser's notice to Seller pursuant to this subsection.
Purchaser shall pay the cash amount to Seller within eight (8) business days
after the date of Purchaser's notice to Seller pursuant to this subsection.

F. Purchaser will use its best efforts to cause the issuance
and/or resale of the Shares to be registered or qualified under the securities
or blue sky laws of such jurisdictions

within the United States as Seller shall reasonably request; provided, however,
that Purchaser shall not be required to (i) qualify as a foreign corporation or
consent to a general and unlimited service of process in any jurisdictions in
which it would not otherwise be required to be qualified or so consent or (ii)
qualify as a dealer in securities. In addition and supplemental to the
registration rights and other rights set forth in this Section 2 in favor of
Seller, Seller shall also have the rights set forth in the Redemption and
Registration Rights Agreement to be executed and delivered by Seller and
Purchaser and Innkeepers USA Trust, in the form attached hereto as Exhibit J
(the "Redemption Agreement"). In the event that the form of Redemption
Agreement to be attached hereto as Exhibit J or the form of Partnership
Agreement Amendment to be attached hereto as Exhibit K have not been completed
on or before the date of this Agreement, then the parties agree to use their
best efforts to prepare, negotiate and finalize the same to Seller's
satisfaction not later than the end of the Study Period, and attach such
finalized form as Exhibit J and/or Exhibit K, hereto as the case may be;
provided, that the rights of Seller under the form of Redemption Agreement shall
be customary for agreements of this kind, and shall be no less favorable to the
Seller than are the rights of the holders of Class A Limited Partner Interests
under Sections 8.05 and 8.06 of the Second Amended and Restated Agreement of
Limited Partnership of the Purchaser in the draft form sent to Seller by
Purchaser under cover letter dated September 11, 1996.

G. Purchaser has delivered to Tri-State Commercial Closings
("Escrow Agent") the sum of One Hundred Thousand Dollars ($100,000.00) (such
deposit, together with all interest accrued thereon, if any, to be hereinafter
referred to collectively as the Deposit"). The Deposit shall be held in escrow
by Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow
Agreement") to be entered into by the parties and Escrow Agent concurrently
herewith.

3 SETTLEMENT AND CLOSING DATE

A. Except as otherwise provided in this Agreement, the
consummation of the transaction contemplated hereby (hereinafter referred to as
either "Settlement" or "Closing"), shall occur on December 1, 1996 or the date
set forth in a notice by Purchaser of an earlier Closing, provided, however,
that such date shall not be earlier than five (5) business days from the
Seller's receipt of such notice (the "Closing Date"). Possession of the
Property shall be delivered to Purchaser at Closing, subject only to the
Permitted Exceptions and guests of the Hotel.

4 STUDY PERIOD

A. Purchaser may elect to perform or have performed, at its
expense, such studies and investigations of the Property as Purchaser deems
desirable, including without limitation: (a) the physical condition and state
of repair of the Property, including structural inspections of the improvements
to the Property and inspections of all heating, ventilating, air conditioning,

mechanical, electrical, plumbing, and related systems at the Property; (b)
surveys, environmental studies, soil studies, and zoning studies; and (c) such
other matters relating to the Property as Purchaser deems appropriate. In
connection with such studies and investigations, Purchaser, and its
representatives, agents, and employees, shall have the right to take reasonable
samples of the Property's soil. Purchaser shall use best efforts to minimize
damage to the Property, and not to interfere with Seller's operation of the
Property, in conducting such studies and inspections. Seller hereby grants to
Purchaser, and its representatives, agents, and employees, access to the
Property at all reasonable times after no less than forty-eight (48) hours
prior notice to Seller to permit the proper performance of such studies and
investigations and the taking of soil samples, provided that, at Seller's
option, Purchaser is accompanied by Seller's representative, agent or employee.
Seller shall make a representative, agent or employee of Seller available to
Purchaser at no cost to Purchaser in connection with the preceding sentence at
reasonable times prior to Settlement upon reasonable prior notice.
Notwithstanding anything to the contrary contained in this Agreement, (i) in
the event Settlement does not occur hereunder for any reason, then Purchaser
shall promptly restore any damage to the Property caused by Purchaser's tests
or studies of the Property, in order to return the Property to its prior
condition prior to such studies and investigations, and (ii) Purchaser shall
indemnify, defend and hold harmless Seller from and against any and all costs
(including reasonable attorneys' fees and costs), damages and liabilities,
causes of action, or threats thereof, incurred by or asserted against Seller as
a result of tests or studies conducted by or on behalf of Purchaser, or as a
result of the access to the Property of Purchaser or its agents, employees, or
contractors, including without limitation, claims for personal injury, property
damage, and services rendered or materials furnished to or for the account of
Purchaser.

B. During the Study Period, the Seller shall make available to
Purchaser, its agents, auditors, engineers, attorneys and other designees, for
inspection copies of all existing architectural and engineering studies,
surveys, title insurance policies and environmental reports relating to the
Property which are in the Seller's possession. In providing such information
to Purchaser, Seller makes no representation or warranty.

C. In the event Purchaser is satisfied, in its sole and absolute
discretion, with the results of the studies or investigations, then Purchaser
may elect to proceed to Closing subject to the terms of this Agreement;
provided that Purchaser makes such election by providing written notice thereof
received by Seller during the period between the Effective Date and 5:00 p.m.
on the forty-fifth (45th) day after the Effective Date (the "Study Period").
If for any reason Purchaser does not so notify Seller of its election to
proceed to Closing prior to expiration of the Study Period, then this Agreement
shall be terminated upon expiration of the Study Period. Upon termination of
this Agreement in accordance with this Section, the Deposit shall be returned
to Purchaser, provided that Purchaser has complied with the restoration and
indemnification provisions of Section 4.A and the confidentiality requirements
of Section 8.B, and Purchaser shall deliver to Seller all materials relating to
the Property provided by Seller to Purchaser, and, if Seller so requests, an
assignment agreement assigning all of Purchaser's right, title and interest in
and to (if not contractually prohibited) all written studies and investigations
prepared for Purchaser in connection with its study of the Property. In
addition

Purchaser shall provide Seller with copies of all such written studies and
investigations in its possession.

5 TITLE

A. Within thirty (30) days after the Effective Date, Purchaser
shall use commercially reasonable efforts to obtain from a title insurance
company (the "Title Company") reasonably acceptable to Seller a commitment to
issue a title policy covering the Real Estate (the "Title Commitment") and
deliver a copy thereof to Seller. In addition, within thirty (30) days after
the Effective Date, Purchaser shall use commercially reasonable efforts to
obtain and deliver to Seller a copy of an as-built ALTA survey of the Real
Estate sufficient in form and substance to enable the Title Company to remove
its standard survey exception (the "Survey"). Purchaser shall have the right
to object, in its sole discretion, to any exceptions to the Title Commitment
that it is unwilling to accept, or to any matter shown on the Survey other than
the standard pre-printed exceptions set forth on Schedule A of the Title
Commitment and the "Permitted Exceptions" referred to in Section 10.A by giving
written notice to Seller and the Title Company, no later than the last business
day before the end of the Study Period, stating the matters to which Purchaser
objects and the reasons therefor. If Purchaser fails to provide timely such
written objection, then Purchaser shall be deemed to have approved all matters
affecting title to the Property and the Survey as of the date of the Title
Commitment or the Survey, as applicable. If Purchaser so objects to any matter
affecting title or the Survey, then Seller shall, within ten (10) days after
receipt of such written notice, elect in writing, in its sole and absolute
discretion, either to (a) endeavor to cure or remove any one (1) or more of
such objections, or (b) terminate this Agreement.

B. If Seller elects to endeavor to cure or remove any title
objection or survey matter, Seller shall have a reasonable time determined by
Seller from time to time, not to exceed forty-five (45) days, to endeavor to
cure or remove same, which cure period shall extend the Closing Date. For
purposes of this Agreement, the term "cure" shall include without limitation
either of the following actions taken by Seller at Seller's sole cost and
expense: (a) "bonding off" an objection or posting a letter of credit in
connection therewith; or (b) obtaining an appropriate endorsement to Purchaser's
title policy for the Property that reasonably protects Purchaser from an
objection. In the event Purchaser provides notice pursuant to Section 3 of a
Closing Date before December 1, 1996, Seller shall not be required to cure or
remove any title objection or survey matter other than such defects, if any,
consisting of deeds of trust, mechanics' liens, tax liens or other liens in a
fixed sum, which Seller shall authorize Escrow Agent to pay and discharge at
Closing from the Seller's proceeds. With the exception of liens arising after
the date of the Title Commitment as a direct result of Seller's actions or
inactions (e.g., judgment and mechanics' liens), Seller shall have no liability
to Purchaser for any defects in or objections to title or the Survey or for
failure to cure or remove any such defects or objections, and Purchaser's sole
remedies with respect to any such defect or objection shall be the termination
of this Agreement pursuant to this Section, whereupon Purchaser shall receive a
return of the Deposit.

C. If Seller elects to terminate this Agreement pursuant to
Section 5.A or does not cure any title objection or survey matter which it has
elected to cure pursuant to Section 5.A within forty-five (45) days from the
date of such election to Purchaser's satisfaction, in its sole discretion, this
Agreement shall be deemed terminated and the Deposit shall be returned to
Purchaser.

6 SERVICE AGREEMENTS;
LEASES; MANAGEMENT AGREEMENT

A. Purchaser shall assume all Contracts and Leases, other than
those Contracts and Leases marked with an asterisk on Exhibit D which shall be
retained by Seller as the manager of the Property pursuant to the Management
Agreement (herein defined). Seller shall cause all other Contracts and Leases
to be canceled or terminated without penalty to Purchaser to be effective as of
the Closing Date. For all Contracts and Leases assumed by Purchaser, Purchaser
shall indemnify and hold Seller harmless from any loss, liability or damage
arising therefrom as a result of any acts or omissions occurring after the
Closing Date. Seller shall indemnify and hold harmless Purchaser from any
loss, liability or damage arising from (i) all acts and omissions occurring on
or before the Closing Date with respect to those Contracts and Leases assumed
by the Purchaser and (ii) all acts and omissions with respect to those
Contracts and Leases not assumed by the Purchaser.

B. Purchaser and Seller agree that the form of Management
Agreement attached hereto as Exhibit E ("Management Agreement") has been
approved by each party and that each party shall execute such Management
Agreement at Closing. In the event that the form of Management Agreement to be
attached hereto as Exhibit E has not been completed on or before the date of
this Agreement, then the parties agree to use their best efforts to prepare,
negotiate and finalize the same to Seller's satisfaction not later than the end
of the Study Period, and to attach such finalized form as Exhibit E hereto.

7 REPRESENTATIONS AND WARRANTIES

A. Seller represents and warrants to Purchaser as of the
Effective Date as follows:

1. Seller is the record owner of the Real Estate and has
title to all Tangible Personal Property and Intangible Personal Property.
Seller has marketable and insurable title to the Real Estate free and clear of
all liens and encumbrances except the "Permitted Exceptions" described in
Section 10.A.1 below.

2. The execution, delivery and performance of this
Agreement by Seller has been duly authorized and approved by all requisite
corporate action. All documents delivered by delivered by Seller to Purchaser,
now or at Closing, have been or will be duly authorized, executed and delivered
by Seller; are or will be legal, valid and binding obligations of Seller,

sufficient to convey title; are or will be enforceable in accordance with their
respective terms; and do not and will not require the consent of any other
parties whatsoever.

3. Seller is not a "foreign person," as defined in the
federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax
Reform Act, as amended (the "federal tax law").

4. Seller is a corporation organized and in good
standing under the laws of the State of Delaware; has the power to enter into
this Agreement and to consummate the transactions provided for herein;
and has the right to transfer the Property without the further agreement of any
other person, entity or governmental authority.

5. The undersigned officer has full power, authority and
legal right to enter into this Agreement and to consummate the transaction
provided for herein.

6. Neither the entering into of this Agreement nor the
consummation of the transaction contemplated hereby will constitute or result
in a violation or breach by Seller of its Articles of Incorporation, Bylaws or
other corporate documents or any contract or other instrument to which it is a
party, or to which it is subject.

7. There is no action, suit, proceeding or investigation
pending, or the best of Seller's actual knowledge, threatened against the
Property or which contests Seller's title to the Property, which would prevent
the transaction contemplated by this Agreement or any action taken pursuant
hereto in any court or before or by any federal, district, county or municipal
department, commission, board, bureau, agency or other governmental
instrumentality.

8. Seller has not entered into any lease or agreement to
lease any portion of the Property except for the Leases.

9. Seller has not (i) made a general assignment for the
benefit of creditors, (ii) filed any voluntary petition in bankruptcy or
suffered the filing of an involuntary petition by Seller's creditors, (iii)
suffered the appointment of a receiver to take possession of all, or
substantially all, of Seller's assets, (iv) suffered the attachment or other
judicial seizure of all, or substantially all, of Seller's assets, (v) admitted
in writing its inability to pay its debts as they come due or (vi) made an
offer of settlement, extension or composition to its creditors generally.

10. Seller has not received written notice of any special
taxes or assessments relating to the Property or any part thereof or any
planned public improvements that may result in a special tax or assessment
against the Property.

11. Xxxxx Xxxxxxxxx and Xxxxx Xxxxxx (property manager
and regional controller) have not received written notice within the past
twelve (12) months of any existing

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

12. Seller has received no written notice of any
condemnation or eminent domain proceeding pending or threatened against the
Property or any part thereof.

13. Seller has not intentionally misstated any financial
information regarding the Property that it has provided Purchaser. To the best
of Seller's actual knowledge, such financial information is true and complete
in all material respects.

14. All of the Tangible Personal Property and Intangible
Personal Property being conveyed by Seller to Purchaser is free and clear of
all liens, leases and other encumbrances. Seller has the right to convey the
Tangible Personal Property and the Intangible Personal Property in accordance
with the terms of the Agreement (subject to any restrictions on the use of such
items under the Management Agreement).

15. Seller represents and warrants that Seller shall not
be required to comply with the provisions of any bulk sales laws in connection
with the transaction contemplated herein.

16. Seller has received, reviewed, been given the
opportunity to ask questions of representatives of the Purchaser and Innkeepers
USA Trust regarding, and understands Purchaser's partnership agreement, as
amended, and each filing of Innkeepers USA Trust under the Securities Exchange
Act of 1934, as amended, and any other information provided by Purchaser to
Seller regarding the same. Seller is an "accredited investor" as defined under
Regulation D promulgated under the Securities Act of 1933, as amended.

17. The Seller represents and warrants that it has
obtained from its own counsel advice regarding the tax consequences of (i) the
transfer of the Property to the Purchaser and the receipt of cash and the Units
as consideration therefor, (ii) its admission as a partner of Purchaser, and
(iii) any other transaction contemplated by this Agreement. Seller further
represents and warrants that it has not relied on Purchaser or Purchaser's
representatives or counsel for such advice.

18. Except as disclosed in any existing environmental
reports provided to Purchaser pursuant to Section 4.B, Seller has no actual
knowledge: of the presence of any "Hazardous Substances" (as defined below) on
the Property, or any portion thereof (other than cleaning fluids and the like
in quantities typically found in hotel properties), or, of any spills,
releases, discharges, or disposal of Hazardous Substances that have occurred or
are presently occurring on or onto the Property, or any portion thereof, or of
the presence of any PCB

transformers serving, or stored on, the Property, or any portion thereof, and
Seller has not received notice of any failure to comply with any applicable
local, state and federal environmental laws, regulations, ordinances and
administrative and judicial orders relating to the generation, recycling, reuse,
sale, storage, handling, transport and disposal of any Hazardous Substances (as
used herein, "Hazardous Substances" shall mean any substance or material defined
as a hazardous or toxic substance or waste by any Environmental Authority, and
Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, crude oil, or any products, by-products or components
thereof, and asbestos except to the extent such substances or materials are
present in quantities typically found in hotel properties).

For purposes of this Section 7.A, Seller's actual knowledge shall mean the
actual knowledge of Xxxxx Xxxxxxxxx, property manager, and Xxxxx Xxxxxx,
regional controller.

B. Purchaser hereby represents and warrants to Seller and agrees
and acknowledges that:

1. All documents delivered by Purchaser to Seller, now
or at Closing, have been or will be duly authorized, executed and delivered by
Purchaser; are or will be legal, valid and binding obligations of the
Purchaser; are or will be enforceable in accordance with their respective
terms; and do not and will not require the consent of any other parties
whatsoever.

2. Purchaser is a limited partnership organized and in
good standing under the laws of the Commonwealth of Virginia and has the power
to enter into this Agreement and to consummate the transactions provided for
herein.

3. The undersigned has full power, authority and legal
right to enter into this Agreement and to consummate the transactions provided
for herein.

4. Neither the entering into of this Agreement nor the
consummation of the transaction contemplated hereby will constitute or result
in a violation or breach by Purchaser of its partnership agreement, or any
contract or other instrument to which it is a party, or to which it is subject
or by which it or any of its assets or properties may be bound.

5. Neither the entering into of this Agreement nor the
consummation of the transaction contemplated hereby will constitute or result
in a violation or breach by Purchaser of any judgment, order, writ, injunction
or decree issued against or imposed upon it, or will result in a violation of
any applicable law, order, rule or regulation or any governmental authority.
There is no action, suit, proceeding or investigation pending, or to the best
of Purchaser's knowledge, threatened which would prevent the transaction
contemplated by this Agreement or which would question the validity or
enforceability of the transaction contemplated by this Agreement or any action
taken pursuant hereto in any court or before or by any federal, district,
county or municipal department, commission, board, bureau, agency or other
governmental instrumentality.

6. Purchaser has not (i) made a general assignment for
the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or
suffered the filing of an involuntary petition by Purchaser's creditors, (iii)
suffered the appointment of a receiver to take possession of all, or
substantially all, of Purchaser's assets, (iv) suffered the attachment or other
judicial seizure of all, or substantially all, of Purchaser's assets, (v)
admitted in writing its inability to pay its debts as they come due or (vi)
made an offer of settlement, extension or composition to its creditors
generally.

7. Between the date hereof and the date of Closing,
Seller will maintain its books of account and records in the usual, regular and
ordinary manner. All advance room bookings and reservations and all meetings
and function bookings shall continue to be booked at rates, prices and charges
heretofore customarily charged by Seller for such purposes. Seller shall
deliver to Purchaser periodic operating reports showing the income and expenses
of the Hotel in the form previously provided.

C. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN SECTIONS 7.A
AND 8.A.2 OF THIS AGREEMENT, THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
ROOF, ALL STRUCTURAL COMPONENTS (SUCH AS ITS FOUNDATION, SLAB, BEARING WALLS,
AND COLUMNS), ALL HEATING, VENTILATING, AIR CONDITIONING, MECHANICAL, PLUMBING,
AND ELECTRICAL SYSTEMS, AND ALL OTHER PARTS OF THE BUILDING LOCATED ON THE
PROPERTY, WILL BE CONVEYED IN ITS "AS-IS" "WHERE-IS" CONDITION ON THE CLOSING
DATE. PURCHASER ACKNOWLEDGES THAT IN PURCHASING THE PROPERTY, PURCHASER HAS
BEEN GIVEN THE OPPORTUNITY TO INVESTIGATE AND STUDY THE PROPERTY, INCLUDING
WITHOUT LIMITATION, THE OPPORTUNITY TO CONDUCT ITS OWN PHYSICAL AND
ENVIRONMENTAL INSPECTIONS AND OTHER STUDIES, AND THAT PURCHASER IS NOT RELYING
ON ANY REPRESENTATION OR WARRANTY OF SELLER (OR ITS REPRESENTATIVES, AGENTS OR
EMPLOYEES) REGARDING THE PHYSICAL, ENVIRONMENTAL OR OTHER CONDITIONS OF THE
PROPERTY; AND, SELLER SPECIFICALLY DISCLAIMS MAKING ANY SUCH REPRESENTATION OR
WARRANTY.

8 COVENANTS PRIOR TO SETTLEMENT

A. Seller covenants and agrees with Purchaser that:

1. Without the prior written approval of Purchaser,
which approval shall not be unreasonably withheld, conditioned or delayed for a
period in excess of five (5) days, Seller shall not, from the Effective Date
until the Closing Date: (a) make or permit to be made any material physical
changes or material physical alterations to or upon the Property or any part
thereof, except as the result of an emergency or governmental order; (b) enter
into or extend any agreements affecting all or any part of the Property that
will survive the Closing Date;

(c) assign, transfer, convey, hypothecate, pledge, create a security interest
in or lien upon the Property, unless same shall be removed prior to Settlement;
or (d) grant any easement or right-of-way across the Property that would (i)
materially-adversely affect the title to the Property as it exists on the
Effective Date, except to cure title objections raised by Purchaser, or (ii)
restrict, limit or prohibit in any materially-adverse respect Purchaser's use
of the Property. Notwithstanding the immediately preceding sentence, Seller
and Purchaser agree to use their best efforts to agree upon a punch list of
repairs to the Property within ten (10) days after the Effective Date of this
Agreement. Seller further agrees to complete the repairs identified on the
punch list on or before Closing, or in the event the Closing Date is before
December 1, 1996, as soon after Closing as practical, to the reasonable
satisfaction of Purchaser.

2. Seller shall maintain the Property, or cause the
Property to be maintained, in its present order and condition (ordinary wear
and tear and damage by casualty excepted) until the Closing Date.

3. Seller shall operate the Hotel in a good and diligent
manner consistent with prior practice and will use its reasonable efforts to:

a. work with Purchaser to preserve present
relationships with suppliers, customers,
employees, and other persons having business
dealings with Seller,

b. maintain present hours of operation,

c. maintain the good reputation of the Hotel, and

d. solicit and confirm reservations for the
Hotel in accordance with customary practice,
subject only to variations therefrom
approved by Purchaser.

4. Seller shall continue to maintain all of Seller's
insurance policies relating to the Property, or any part thereof, in full force
and effect and shall continue such policies subsequent to the Closing Date
pursuant to the Management Agreement.

5. Seller shall terminate as of the Closing Date each of
the Contracts and Leases that is required to be terminated pursuant to Section
6 hereof.

6. Seller shall deliver at Closing title to the Tangible
Personal Property and the Intangible Personal Property free and clear of liens
and encumbrances except the Permitted Exceptions.

7. Between the date hereof and the date of Closing,
Seller will maintain its books of account and records in the usual, regular and
ordinary manner. All advance room

bookings and reservations and all meetings and function bookings shall continue
to be booked at rates, prices and charges heretofore customarily charged by the
Seller for such purposes. Seller shall deliver to the Purchaser periodic
operating reports showing the income and expenses of the Hotel in the form
previously provided.

8. Seller shall provide access by Purchaser's
representatives to financial information for the Property for preparation by
Purchaser's representatives of audited financial statements in conformity with
Regulation S- X of the Securities and Exchange Commission (the "Commission")
and to enable them to prepare a registration statement, report or disclosure
statement for filing with the Commission.

B. Purchaser covenants and agrees with Seller that Purchaser
shall not disclose, to any person other than a "Permitted Person" (as
hereinafter defined), (i) the findings of any studies or investigations of the
Property conducted by, on behalf of, or at the request of Purchaser or (ii) the
terms of this Agreement other than the Purchase Price, the allocation of the
Purchase Price between cash and the Units, the name of the Hotel, and the number
of rooms, provided, however, that each such disclosure shall include a statement
that Marriott by Residence Inn is retaining the management of the Hotel. For
purposes of this Agreement, the term "Permitted Person" shall mean: the officers
and directors of Purchaser; the employees of Purchaser who are involved in the
acquisition of the Property; persons retained by Purchaser to conduct studies or
investigations of the Property; Purchaser's auditors, accountants, lenders, and
attorneys who have responsibility for participating in the sale transaction;
governmental officials contacted as part of Purchaser's study of the Property,
provided that Purchaser notifies Seller in advance of such contact and provides
Seller with the opportunity to participate; and governmental agencies or
auditors to whom disclosure is necessary because of the nature of Purchaser's
business or the results of Purchaser's studies, provided that Purchaser notifies
Seller in advance of such disclosure and provides Seller with the opportunity to
participate. In making a disclosure to any Permitted Person, Purchaser shall
instruct such Permitted Person to treat confidentially the terms of this
Agreement, the details of this transaction, and the results of its studies.
Notwithstanding anything herein to the contrary, Seller hereby consents to the
disclosure of the information with respect to the Hotel set forth in the
Registration Statement.

9 DAMAGE, DESTRUCTION AND CONDEMNATION

A. In the event of any insured fire or other insured casualty to
the Property or any part thereof prior to Settlement that would cost ten
percent (10%) of the Purchase Price or less to repair or replace, as estimated
by Seller's insurer, a person or company selected by Seller, then Seller shall
provide prompt notice of such casualty to Purchaser and the transaction
contemplated herein shall be consummated, and Seller, at Seller's option, shall
either complete such repairs or replacement or shall assign to Purchaser
Seller's right to receive any insurance proceeds related to the cost of such
repair or replacement and pay over to Purchaser the amount of any required
deductible or co-insurance. In no event shall there be any reduction in the
Purchase Price as a result of such fire or casualty.

B. In the event of any fire or other casualty to the Property or
any part thereof prior to Settlement that is either uninsured or would cost
more than ten percent (10%) of the Purchase Price to repair or replace, as
estimated by Seller's insurer or a person or company selected by Seller, then
Seller shall provide prompt notice of such casualty to Purchaser and either
party shall have the right to terminate this Agreement by written notice to the
other no later than the date that is fifteen (15) days after notice of such
event. The Closing Date shall, if necessary, be extended to coincide with the
expiration of such fifteen (15) day period. If either party so elects to
terminate this Agreement, then the Deposit shall be returned to Purchaser in
accordance with Section 12.B; provided that if such damage or destruction was
caused directly or indirectly by an act or omission of Purchaser or its
representatives, agents or employees, then Purchaser shall not be entitled to
any such return of the Deposit, and the Deposit shall be delivered to Seller in
accordance with Section 12.D. If neither party so elects to terminate this
Agreement, then the transaction contemplated herein shall be consummated,
Seller shall assign to Purchaser Seller's right to receive any insurance
proceeds related to the cost of such repair or replacement and pay over to
Purchaser the amount of any required deductible or co-insurance, and there
shall be no reduction in the Purchase Price.

C. In the event any condemnation proceedings are instituted with
respect to all or any portion of the Real Estate, then Seller shall promptly
notify Purchaser thereof. If such condemnation applies to ten percent (10%) or
more of the Real Estate, then Seller and Purchaser shall each have the option
to terminate this Agreement upon written notice to the other given within five
(5) days after delivery of Seller's notice to Purchaser, in which event the
Deposit shall be returned to Purchaser in accordance with Section 12.B. If
this Agreement is not so terminated, then Purchaser shall consummate the
purchase of the Property without reduction in the Purchase Price. In the event
Purchaser consummates the purchase of the Property, then the right to collect
any condemnation award shall be assigned by Seller to Purchaser. Seller shall
not agree to or accept any compromise or condemnation award without obtaining
Purchaser's written approval thereof, which shall not be unreasonably withheld,
conditioned or delayed.

10 CONDITIONS TO SETTLEMENT

A. The obligation of Purchaser to purchase the Property in
accordance with this Agreement is subject to the following conditions:

1. Good, marketable and insurable fee simple title to
the Real Estate shall be conveyed to Purchaser at Settlement subject only to the
"Permitted Exceptions" (as hereinafter defined). The term "Permitted
Exceptions" shall mean: (a) the lien of real estate taxes and water and sewer
charges not yet due and payable; (b) all matters revealed in the Title
Commitment or of record as of the date of the Title Commitment and approved or
deemed approved by Purchaser; (c) all matters shown on the Survey and approved
or deemed approved by Purchaser, (d) all matters shown on a UCC lien search of
the financing records of Cumberland County and the financing records of the
State of Maine and approved or deemed approved by Purchaser; and (e) all
building, zoning, environmental, and other state, county or

federal laws, codes, and regulations (whether existing or proposed) affecting
the Real Estate, including all proffers, special exceptions, conditions, site
plan approvals, and other similar matters, if any, related to the zoning of the
Real Estate.

2. Seller shall have cured or removed, within the time
period for cure or removal, any title or survey matter that Seller has agreed
to endeavor to cure or remove pursuant to Section 5.B., if any.

3. Seller shall have complied in all material respects
with Seller's covenants in Section 8 and Section 11.A.

4. If requested by the Title Company, Seller shall have
executed and delivered to the Title Company an owner's affidavit in
substantially the form attached hereto as Exhibit F with respect to claims that
would give rise to mechanics' liens, other than those (if any) deemed to be
Permitted Exceptions, and parties in possession of the Real Estate. In the
event the form of owner's affidavit to be attached hereto as Exhibit F has not
been completed on or before the date of this Agreement, then the parties agree
to use their best efforts to prepare, negotiate and finalize the same to
Seller's satisfaction not later than the end of the Study Period, and to attach
such finalized form as Exhibit F hereto.

5. All of Seller's representations and warranties made
in this Agreement shall be true and correct as of the date hereof and as of the
date of Closing as if then made in all material respects. Seller shall have
performed all of its covenants and other obligations under this Agreement in
all material respects.

B. Any of the conditions to Purchaser's obligations set forth in
this Agreement may be waived, in whole or in part, in Purchaser's sole
discretion.

C. In the event any of the conditions precedent to Settlement set
forth in Section 10.A are not satisfied (or deemed satisfied pursuant to
Section 10.B or Section 10.D) on or before the Closing Date, then Purchaser
shall, on or before the Closing Date, notify Seller in writing of the nature of
such unsatisfied condition(s), and Seller shall have the right, in Seller's
sole discretion, (a) to extend the date of Settlement beyond the Closing Date
for the specific period of time that is set forth in this Agreement to permit
certain conditions to be cured or satisfied (e.g., the curing of title
objections pursuant to Section 5.B), or, if no time period is stated, for a
reasonable period of time selected by Seller, not to exceed sixty (60) days, to
permit such condition to be satisfied (which extended date shall become the
Closing Date), or (b) on the Closing Date (as such may be extended), to
terminate this Agreement by written notice to Purchaser.

D. Notwithstanding anything in this Agreement to the contrary, if
Purchaser has actual knowledge that any condition precedent to Purchaser's
obligations set forth in this Agreement is not satisfied, and notwithstanding
such actual knowledge, Purchaser elects to

consummate its purchase of the Property at Settlement, then Purchaser shall be
deemed to have waived such representation, warranty, or condition precedent.

E. The obligation of the parties to purchase and sell the
Property pursuant to this Agreement is conditioned upon receipt by the parties
of a fully executed management agreement among Purchaser, as owner of the
Property, JF Hotel, Inc., a Virginia corporation, as lessee of the Property, and
Residence Inn by Marriott, Inc., as manager of the Property, in substantially
the same form as agreed upon pursuant to Section 6.B. (the "Management
Agreement"). In addition, the obligation of Seller to sell the Property is
further conditioned upon Purchaser's funding of any working capital pursuant to
the Management Agreement and the negotiation and completion to Seller's
satisfaction of the Redemption Agreement and the Partnership Agreement
Amendment.

11 CLOSING EVENTS

A. At Settlement, Seller shall deliver to Purchaser the
following:

1. A fully-executed special warranty deed in the form
attached hereto as Exhibit G conveying the Real Estate, in fee simple, to
Purchaser;

2. A fully-executed xxxx of sale in the form attached
hereto as Exhibit H conveying the personal property to be delivered to
Purchaser pursuant to this Agreement;

3. A certificate certifying that Seller is not a foreign
person, corporation or partnership or state within the meaning of Section 1445
of the Internal Revenue Code of 1986, as amended;

4. Originals or copies, as available, of the Licenses,
Contracts, Leases, Guarantees and Plans and Specifications;

5. An original counterpart of the Management Agreement,
executed by Seller;

6. An original counterpart of the Redemption Agreement
attached hereto as Exhibit J, executed by Seller;

7. An original counterpart of the Partnership Agreement
Amendment attached hereto as Exhibit K (the "Partnership Agreement Amendment"),
executed by Seller;

8. A certificate affirming the Seller's representations
and warranties set forth in Section 7.A., subject to any fact, circumstance or
condition described therein which would change, contradict, render incomplete
or breach Seller's representations and warranties contained herein; and

9. Any other document or instrument reasonably requested
by Purchaser or required by this Agreement.

B. At Settlement, Purchaser shall:

1. Pay to Seller $5,304,000.00 of the Purchase Price in
cash, by bank wire transfer of immediately-available federal funds;

2. Deliver to Seller certificates evidencing Seller's
ownership of the Units and such other documentation evidencing Seller's
ownership of the Units and Seller's redemption rights with respect to the Units
as Seller may reasonably require;

3. An original counterpart of the Management Agreement,
executed by the Purchaser and JF Hotel, Inc., a Virginia corporation;

4. An original counterpart of the Redemption Agreement,
executed by Purchaser and Innkeepers USA Trust;

5. An original counterpart of the Partnership Agreement
Amendment, executed by all parties thereto other than Seller; and

6. Any other document or instrument reasonably requested
by Seller or required by this Agreement.

C. The Deposit and interest thereon, if any, shall be credited to
the cash portion of the Purchase Price and paid to Seller at Settlement.

D. At Settlement, Seller and Purchaser shall each:

1. Deliver to the Title Company, as closing agent, and
to the other party, evidence reasonably sufficient to satisfy the Title Company
that:

a. Such party is duly organized;

b. As of the date of Settlement, such party is
validly existing, qualified to do business and in good standing in the state of
its formation; and

c. The execution, delivery and performance of
this Agreement has been duly authorized and approved by all requisite corporate
or partnership action, as applicable.

2. Execute and deliver to each other an assignment and
assumption agreement (the "Assignment and Assumption Agreement") in the form
attached hereto as

Exhibit I with respect to the documents, materials and items to be assigned to
Purchaser hereunder.

E. Settlement shall be held in the offices of Seller, at 9:00
a.m. on the Closing Date or on such business day and at such time before the
Closing Date reasonably acceptable to Seller and Purchaser (such prior date to
be deemed the "Closing Date"). The delivery of the documents and the payment
of the sums to be delivered and paid at Settlement shall be accomplished
through the Title Company.

F. Seller shall pay one-half of all state, county and municipal
taxes imposed by law on the transfer of the Property, any release fees for
existing liens, and Seller's cost of preparing the instruments of conveyance
described in Section 11.A. Purchaser shall pay one-half of all state, county
and municipal taxes imposed by law on the transfer of the Property, the costs
of recording the special warranty deed, the cost of the Title Company for
conducting Settlement, the cost of preparing any survey obtained by Purchaser,
the cost of the Title Commitment and the owner's title insurance policy, and
all other settlement costs. Each party shall pay its own attorneys' fees in
connection with the conveyance of the Property.

G. Seller shall be entitled to and responsible for all income,
cost and expense which accrues up to the day preceding Closing. Purchaser
shall be entitled to and responsible for all income, cost and expense accruing
as of the Closing Date and thereafter. In accordance with the foregoing,
closing adjustments will be made as follows:

1. All real estate taxes, personal property taxes, gross
receipt taxes, ad valorem taxes and assessments and other state, county or city
taxes, fees, charges and assessments affection the Property shall be prorated
as of the Closing Date on an accrual basis based on the most recent
ascertainable amounts of or other reliable information in respect to each such
item of income and expense. Any net credit due to Seller as a result of such
prorations shall be paid in cash by Purchaser at Closing. Any net credit due
to Purchaser as a result of such prorations shall be credited against the
Purchase Price.

2. The following items shall be prorated as of the
Closing Date on an accrual basis based on the most recent ascertainable amounts
of or other reliable information in respect to each such item of income and
expense, and the net amount owed to Purchaser or Seller, as the case may be,
shall be paid in cash not later than forty-five (45) days after Closing:

a. Utility charges, unless a meter reading is
obtained.

b. Income from the operation of the Hotel
including, but not limited to, leases and concession agreements with third
parties, room rentals, restaurant, telephone, room service and other charges
due from guests or other customers (Seller and Purchaser shall each be entitled
to receive a credit equal to one-half (1/2) of the amount of the transient
guest room rentals for the full night preceding the Closing.

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Table of Contents

1 EXHIBIT 2.10 PURCHASE AGREEMENT

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