Exhibit 10.20

                                     FORM OF

                        ADMINISTRATIVE SERVICES AGREEMENT


         THIS  ADMINISTRATIVE  SERVICES  AGREEMENT  (the  "Agreement")  is  made
effective as of the ___ day of _______,  1998 by and between Hersha  Hospitality
Trust,  a Maryland  real estate  investment  trust (the  "Company"),  and Hersha
Hospitality   Management,   L.P.,  a  Pennsylvania   limited   partnership  (the
"Provider").

                                    RECITALS

      A. The Company is a publicly-traded real estate investment trust.

      B. As a publicly-traded  company, the Company needs certain accounting and
administrative  services  to be  performed  in order to comply  with the various
federal regulatory requirements.

      C. The Company  desires that the Provider  provide  certain  services with
respect to the Company's accounting and administrative requirements.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

               1. Appointment and Term. The Company hereby appoints the Provider
to render  accounting  and  administrative  services  for the  Company as herein
contemplated.  The term of this  Agreement  shall  begin on the date  hereof and
shall  continue  until  terminated  by either party by thirty (30) days' written
notice.

               2. Obligations.  The Provider shall have the obligation to:

                             (i)    provide accounting services, including the 
         preparation and submittal of all reports required by the United States
         Securities and Exchange Commission and [the American Stock Exchange];

                             (ii)   prepare and tally proxy statements;

                             (iii)  prepare the Company's monthly income
         statements;

                             (iv)   prepare all obligations, bills and checks of
         the Company;

                             (v)    provide administrative services, including
         preparing and announcing press releases and handling investor relation
         services, such as meetings with analysts and reporters; and



                             (vi)   negotiate with financial institutions for
         financial services and other items such as debt terms and treasury
         duties.

              3.  Fee. For services to be performed  under this  Agreement,  the
Company  shall  pay the  Provider  a fee in the  amount of  Fifty-five  Thousand
Dollars  ($55,000)  per year (which shall be  designated as an annual salary for
the Chief  Financial  Officer of the  Provider)  plus  $10,000 per year for each
hotel owned by the Company, which shall be payable monthly in equal installments
by the tenth day following the month in which such services are performed.  With
respect to additional  hotels acquired by the Company  subsequent to the date of
the Agreement, the Company shall pay the applicable fee pro rata based upon when
such hotel is purchased.

              4.  Burden and Benefit.  The  covenants and  agreements  contained
herein  shall be binding  upon and inure to the  benefit of the  successors  and
assigns  of the  respective  parties  hereto.  Neither  party  may  assign  this
Agreement without the consent of the other party.

              5.  Severability  of Provisions.  Each provision of this Agreement
shall be considered  severable,  and if for any reason any provision that is not
essential  to the  effectuation  of the  basic  purposes  of  the  Agreement  is
determined  to be invalid  and  contrary to any  existing  or future  law,  such
invalidity  shall not impair the operation of or affect those provisions of this
Agreement that are valid.

              6.  No Continuing Waiver.  The waiver of either party of any
breach of this Agreement shall not operate or be construed to be a waiver of any
subsequent breach.

              7.  Applicable Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Pennsylvania, without
regard to principles of conflicts of laws.

              8.  Binding Agreement.  This Agreement shall be binding on the
parties hereto, and their heirs, executors, personal representatives, successors
and assigns.

              9.  Headings.  All section headings in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
section.

             10.  Terminology.  All personal  pronouns  used in this  Agreement,
whether used in the  masculine,  feminine or neuter  gender,  shall  include all
other  genders,  the singular  shall  include the plural,  and vice versa as the
context may require.

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

WITNESS:                          COMPANY:

                                  HERSHA HOSPITALITY TRUST



                                  By: _____________________________________
                                            Name:     Hasu P. Shah
                                            Title:    President

                                  PROVIDER:

                                  HERSHA HOSPITALITY MANAGEMENT, L.P.

                                  By: _____________________, its General Partner


                                  By: ____________________________________
                                            Name:
                                            Title:  President

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