EXHIBIT 10.38



                                    AGREEMENT

         This Agreement is entered into effective as of April 13, 2000 by and
between Oppenheimer Convertible Securities Fund ("Oppenheimer") and Hudson
Hotels Corporation ("Hudson").

                                 R E C I T A L S

         Oppenheimer is the Holder of Hudson's 18.75% Convertible Subordinated
Debenture due April 15, 2000 in the amount of $3,000,000 (the "Debenture"). The
Debenture was issued in replacement of a Hudson Hotels Corporation Subordinated
Debenture due July 1, 2000 in the original principal amount of $7,500,000.
Hudson is currently in arrears in the payment of interest on the Debenture. The
Debenture is convertible, at the option of the Holder, at a conversion price of
$1.80 per share, into 1,666,667 shares of common stock of Hudson.

         In contemplation of the impending maturity of the Debenture, the
parties hereto agree as follows:

1.       Hudson shall pay to Oppenheimer all interest due or to become due
         under the Debenture through the maturity date, April 15, 2000, in
         the amount of $117,187.50.

2.       Upon payment of the interest due, Oppenheimer shall take the steps
         required under the Debenture to effect the conversion thereof into
         1,666,667 shares of common stock of Hudson Hotels Corporation.
         Hudson shall instruct its transfer agent to issue the shares as
         directed by Oppenheimer. Hudson agrees that the execution of this
         Agreement shall be effective to extend the time for delivery of the
         Notice of Conversion under the Debenture for a reasonable time
         beyond the Stated Maturity thereof.

3.       Hudson agrees to undertake, as soon as notice of conversion has been
         received by it, to register all of the shares issuable on conversion
         of the Debenture, to secure effectiveness of such registration
         statement, and to take all steps necessary to ensure continued
         effectiveness of such registration statement. It is anticipated that
         the registration of these shares will become effective within sixty
         (60) days following conversion.






         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of April 13, 2000.

                                         Oppenheimer Convertible Securities Fund


                                         /s/ Edward N. Everett
                                         ---------------------------------
                                         Edward N. Everett, Vice President


                                         Hudson Hotels Corporation


                                         /s/ E. Anthony Wilson
                                         ---------------------------------
                                         E. Anthony Wilson, President.