EXHIBIT 10.m

 
THE RIGHTS AND REMEDIES OF MARRIOTT MDAH ONE CORPORATION AND ITS SUCCESSORS AND
ASSIGNS, UNDER THIS INSTRUMENT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN SUBORDINATION AGREEMENT DATED AS OF JUNE 30, 1993, AS AMENDED FROM TIME
TO TIME, BY AND AMONG MARRIOTT MDAH ONE CORPORATION, NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION AND MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.

                                 PROMISSORY NOTE
                                 ---------------

$2,000,000.00                                                     June 30, 1993


         For value received, MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P. a
Delaware limited partnership (the "Payor"), hereby promises to pay to the order
of MARRIOTT MDAH ONE CORPORATION (the "Payee"), at such time or times as
provided in the Agreement hereinafter referred to, at the Payee's offices at
10400 Fernwood Road, Bethesda, Maryland, in lawful money of the United States,
the principal amount of $2,000,000.00, and the Payor further promises to pay
interest at said office, in like money, from the date hereof on the principal
amount owing hereunder from time to time, at the borrowing rate and compounded
as provided for in Section III.3 of the Amended and Restated Line of Credit and
Reimbursement Agreement (the "Agreement") dated as of June 30, 1993 among the
Payor, Marriott Corporation and the Payee. Interest and principal shall be
payable at the times stated in the Agreement, at maturity (whether by
acceleration or otherwise) and upon any prepayment hereof as provided in Section
IV. 1 of the Agreement (to the extent thereof).

         This Note is the Note referred to in the Agreement and is entitled to
the benefits thereof. No partner of the Payor shall have individual liability
with respect to the indebtedness owing to the Payee hereunder. Payee agrees to
look solely to the assets of the Payor as the source of repayment hereunder.

         In case an event of default shall occur and be continuing under the
Agreement and not be cured within applicable grace periods, the principal of and
accrued interest on this Note may be declared to be due and payable in the
manner and with the effect provided in the Agreement, presentment, demand,
protest, or notice of any kind being expressly waived.

 
         This Note and the rights and obligations of the Payor and the Payee
shall be construed in accordance with and governed by the laws of the State of
Delaware.

                                  MARRIOTT DIVERSIFIED AMERICAN
                                   HOTELS, L.P.

                                  By:   Marriott MDAH One Corporation,
                                         its General Partner


                                        By: /s/ Jeffrey P. Mayer
                                           -------------------------------------
                                        Its: Vice President
                                            ------------------------------------

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