1
EXHIBIT 10.31

COVER SHEET

SALE AND PURCHASE AGREEMENT BETWEEN OVERLOOK VININGS INN AND
CONFERENCE CENTER ASSOCIATES, LTD., A GEORGIA LIMITED PARTNERSHIP, AS SELLER,
AND THE ENTITY IDENTIFIED IN ITEM NO. I BELOW, AS PURCHASER, COVERING AND
DESCRIBING THE WYNDHAM GARDEN HOTEL, 2857 PACES FERRY ROAD, ATLANTA, GEORGIA
30339

NO.1

Purchaser's Name: WYNDHAM HOTEL COMPANY, LTD.
---------------------------------------

Address: 2001 BRYAN STREET
---------------------------------------
SUITE 2300
---------------------------------------
DALLAS, TEXAS 75201
---------------------------------------
ATTENTION: MR. STEVE MILLER
-----------------------------

Telephone Number:(214) 978-4500
--- ----------
Facsimile Number:(214) 978-4601
--- ----------

Individual or Type of Entity (Check):
------------ an individual residing in the state
of
---------------------------------

------------ a corporation organized in the state of

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

------------ a general partnership organized in the state of

-----------------------------------------------
x
------------ a limited partnership organized in the state of
Texas
-----------------------------------------------

------------ A limited liability company organized in the
state of
-----------------------------------------------

NO. 2 (a) Purchase Price
(Check one or both):

x
------------- Financed Purchase Price : Twelve Million
Five Hundred Thousand and
---------------------------------------------
NO/100 Dollars ($12,500,000)
---------------------------------------------
[See Section 2.2 of the Contract for the current
outstanding principal balance of the Bonds.]

x
-------------- Cash Purchase price: Twelve Million Two
Hundred and Fifty Thousand and
-----------------------------------------------
NO/100 DOLLARS ($12,250,000.)

(b) Alternate Purchase Price

(If bidder checked Financed Purchase Price in No. 2(a) above, but will accept Seller's requirement to proceed
with a Cash Purchase Price if Purchaser were unable to obtain the Consents to Transfer referenced in Section
2.2 of the Contract, then so indicate below.]

x Yes, I will accept a Cash Purchase Price of:
--------------- Twelve Million Two Hundred and Fifty
-------------------------------------------------
Thousand and NO/100 DOLLARS ($ 12,250,000
-------------------------------------------------

--------------- No, I will accept a Financed Purchase Price only.

[If bidder checked Cash Purchase Price in No. 2(a) above, but will accept Seller's requirement to proceed with a
Financed Purchase Price if Purchaser were unable to obtain the Discharge Documents referenced in Section 2.3 of the
Contract, then so indicate below.]

x Yes, I will accept a Financed Purchase Price of:
--------------- Twelve Million Five Hundred Thousand
---------------------------------------------------
and NO/100 DOLLARS ($12,500,000).
---------------------------------------------------

--------------- No, I will accept a Cash Purchase Price only.

NO. 3 Broker's Name: N/A
-----------------
Address:
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Telephone Number: ( )
---------------------------------------------------------------------
Facsimile Number: ( )
---------------------------------------------------------------------
Commission: and No/100 DOLLARS
---------------------------------------------------------------------
($ )
---------------------------------------------------------------------

NO. 4 Purchaser's Counsel: Janis Loegering
- ----- ---------------------------------------------------------------------
Address: Locke Purnell Rain Harrell
---------------------------------------------------------------------
2200 Ross Avenue, Suite 2200
---------------------------------------------------------------------
Dallas, Texas 75201
---------------------------------------------------------------------
Telephone Number: (214) 740-8000
---------------------------------------------------------------------
Facsimile Number: (214) 740-8800
---------------------------------------------------------------------

Purchaser has executed with Seller that certain Confidentiality and Inspection
Agreement between Owner and Recipient dated March 4, 1996 and has attached such
agreement to the attached Sale and Purchase Agreement and labeled such
agreement EXHIBIT "C".

Purchaser's Initials: /s/ SKM Seller's Initials /s/
3
INSTRUCTIONS FOR COMPLETION
OF ATTACHED SALE AND PURCHASE AGREEMENT

(1) The attached Cover Sheet (the page following) must be completed and
initialed by the party making a bid on the Subject Properties.

(2) "Purchaser" and "Broker" (if any) must sign in their respective
signature blocks on Pages 36 and 37 of the Sale and Purchase Agreement.

(3) Revisions to the Sale and Purchase Agreement by Purchaser are not
encouraged. If Purchaser makes any such revisions, however, they must
be (a) clear and legible and (b) initialed by Purchaser.

(4) The Exhibits attached to the Sale and Purchase Agreement are not to be
completed or signed by Purchaser. In the event Seller accepts
Purchaser's offer and a sale of the Subject Properties is consummated,
execution counterparts of the documents set forth in the Exhibits will
be provided at Closing.

(5) The Sale and Purchase Agreement must be returned to Seller in
accordance with the instructions provided in the Invitation to Bid and
Instructions and Conditions of Bid delivered to you by counsel to
Seller.
4

INDEX

ARTICLE I SALE AND PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Incorporation By Reference of Cover Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Agreement of Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2 CONSIDERATION FOR CONVEYANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Financed Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Cash Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Independent Contract Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 3 EARNEST MONEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SURVEY AND TITLE POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 Permitted Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Title Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.4 Future Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 5 ADDITIONAL ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Submission Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.3 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 6 INSPECTION AND AUDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1 Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Condition of Subject Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 7 DAMAGE OR DESTRUCTION PRIOR TO THE CLOSING... . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.1 Damage or Destruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.2 Purchaser's Option in Excess of Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.3 Purchaser's Option Less than Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.4 Estimated Cost of Repair, Replacement and Restoration............. . . . . . . . . . . . . . . . . . . 15
7.5 Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 8 CONDITION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.1 Condition of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.2 Purchaser's Additional Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.3 Management of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.4 Liquor License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.5 Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 9 CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.1 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Delivery of Items At Closing By Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.3 Delivery of Items at Closing By Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.4 Credits and Prorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9.5 Purchaser's Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.6 Seller's Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.7 Representations and Warranties of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.8 Covenants of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.9 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE 10 REAL ESTATE COMMISSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10. I Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10.2 Broker Indemnifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 11 REMEDIES OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.1 Termination Of Contract By Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.2 Purchaser's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.3 Seller's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 12 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.2 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.4 Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.5 Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.6 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.7 Times And Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.8 Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.9 Entire Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.10 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

12.11 Non-recordable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.12 Third-Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.13 Legal Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.14 Contemplation of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.15 Return of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.16 Security for Unpaid Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.17 Completion of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
12.18 Effect of Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
12.19 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
12.20 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

EXHIBITS -

EXHIBIT A - . . . . . Legal Description of the Real Property
EXHIBIT B - . . . . . Leases
EXHIBIT C - . . . . . Confidentiality Agreement
EXHIBIT D - . . . . . Limited Warranty Deed
EXHIBIT E - . . . . . Blanket Conveyance, Bill of Sale and Assignment
EXHIBIT F - . . . . . Closing Memorandum and Indemnification Agreement
EXHIBIT G - . . . . . Letter to Tenant
EXHIBIT H - . . . . . Foreign Investment in Real Property Tax Act Affidavit
EXHIBIT I - . . . . . Erisa Statement
EXHIBIT J - . . . . . Letter Agreement and Form of Forbearance Agreement
EXHIBIT K - . . . . . Form of Assumption Agreement
EXHIBIT L . . . . . . Forms of Releases

7
SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT (the "Contract") is made to be effective
as of the Effective Date (as defined in Section 12.2 hereof) by and between
Overlook Vinings Inn and Conference Center Associates, Ltd., a Georgia limited
partnership ("Seller"), having its principal place of business at 520 Broad
Street, Newark, New Jersey 07102-3111, and the individual or entity, as the
case may be, identified in ITEM NO. 1 on the foregoing Cover Sheet
("Purchaser").

WITNESSETH:
ARTICLE I
SALE AND PURCHASE

1.1 Incorporation By Reference of Cover Sheet. The foregoing Cover
Sheet (the "Cover Sheet") is incorporated herein by reference and made a part
of this Contract for all purposes.

1.2 Agreement of Purchase and Sale. Subject to the terms and
conditions hereinafter set forth, Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller the following:

(a) the fee estate of Seller in and to the real property
described on Exhibit "A" attached hereto and made a part hereof, together
with all right, title and interest of Seller in and to any and all strips
or gores, roads, casements, streets and ways bounding such real property,
and rights of ingress and egress thereto (collectively, the "Real
Property");

(b) all right, title and interest of Seller in and to all
improvements situated upon the Real Property, including, but not by way
of limitation, those certain buildings, structures, fixtures and other
improvements of every kind and nature presently situated on, in, under or
hereafter erected, installed or used in or about the Real Property, and
commonly known as the Wyndham Garden Hotel, 2857 Paces Ferry Road,
Atlanta, Georgia 30339 (the "Hotel"), consisting of approximately 159
hotel rooms (collectively, the "Improvements");

-1-
8

(c) all right, title and interest of Seller in and to the
tangible personal property owned by Seller located upon the Real Property
or within the Improvements, including specifically, without limitation,
heating, ventilation, air conditioning and other equipment, utility
distribution systems, appliances, beds, chairs, tables, desks and other
furniture, television sets, carpeting, draperies and curtains, tools,
lamps, paintings, decorations, refrigerators, ovens, linens, napkins,
silverware, glasses, and supplies, and other items of personal property
(excluding cash) used in connection with the operation of the Real
Property and the Improvements; excluding, however, all property leased
pursuant to the Leases [as defined in Section 1.2(e) hereof]
(collectively, the "Personal Property");

(d) all reservation deposits, advance payments, security
deposits and prepaid items and other amounts, deposits or credits paid to
or received by Seller or the Hotel prior to Closing [as defined in
Section 2.1 hereof], and attributable to the period subsequent to Closing,
specifically excluding all cash which is attributable to the period prior
to Closing (collectively, the "Prepaid Accounts");

(e) all of Seller's right, title and interest in all written
leases or other tenancy agreements pursuant to which any portion of the
Real Property or the Improvements is used or occupied by anyone other
than Seller, such agreements, if any, being described on Exhibit "B"
attached hereto and made a part hereof (collectively, the "Leases"); and

(f) all of Seller's right, title and interest, if any, in and
to (i) all assignable contracts and agreements relating to the upkeep,
repair, maintenance or operation of the Real Property, the Improvements
or the Personal Property which will extend beyond the Closing Date (as
defined in Section 9.1 hereof), including specifically, without
limitation, all assignable equipment leases and all assignable management
and operating agreements (collectively, the "Miscellaneous Contracts"),
(ii) all assignable warranties and guaranties (express or implied) issued
to Seller in connection with the Improvements or the Personal Property;
(iii) all licenses, permits or similar documents relating to the Real
Property or the Improvements, to the extent same are assignable; (iv)
telephone exchanges, trade names, marks and other identifying material
relating to the Real Property or the Improvements, to the extent same are
assignable; (v) plans, drawings, specifications, surveys, engineering
reports, and other technical descriptions relating to the Real Property
or the Improvements in Seller's possession; and (vi) all other items of
intangible personal property owned by Seller that relate in any way to
the ownership, use, leasing, maintenance, service or operation of the
Real

-2-
9
Property or the Improvements, including guest lists and software
(collectively, the "Intangibles").

The Real Property, the Improvements, the Personal Property, the Prepaid
Accounts, the Leases and the Intangibles are hereinafter sometimes referred to
collectively as the "Subject Properties."

ARTICLE 2

CONSIDERATION FOR CONVEYANCE

2.1 Consideration. Seller agrees to sell and Purchaser agrees to
purchase the Subject Properties for an amount equal to the Purchase Price
identified in Item No. 2 on the Cover Sheet. The Purchase Price shall be due
and payable, as applicable, either (i) in cash by wire transfer of immediately
available federal funds (the "Cash Payment") at the closing of title and
delivery of the Deed [as such term is defined in Section 9.2(a) hereof] (the
"Closing"), or (ii) subject to the terms of Section 2.2, Purchaser's assumption
of Seller's liabilities and obligations from and after the Closing under the
Bond Documents (as defined in Section 2.2) (the "Assumption") in connection
with the $9,675,000 Development Authority of Cobb County Industrial Development
Revenue Bonds 1985 Series (Overlook Inn Project) (the "Bonds"), issued pursuant
to a certain Trust Indenture dated as of October 1, 1985 (the "Indenture"), by
and between the Development Authority of Cobb County (the "Authority") and The
Citizens and Southern National Bank (predecessor to The Bank of New York), as
trustee (the "Trustee"), with the balance of the Purchase Price to be paid in
cash at Closing (the "Assumption Payment").

2.2 [THIS SECTION 2.2 IS APPLICABLE TO A FINANCED PURCHASE PRICE ONLY]
Financed Purchase Price. With the consent of the Trustee, the Authority and
Mutual Benefit Life Insurance Company, in Liquidation (the "Guarantor"), the
Purchase Price may be paid in the form of the Assumption Payment, which shall
consist of (i) Purchaser's assumption of Seller's liabilities and obligations
under the Bond Documents (hereinbelow defined), the current outstanding
principal balance thereunder being $9,675,000, pursuant to an Assignment,
Assumption, Consent and Release Agreement, to be executed and delivered by the
Trustee, the Authority, the Guarantor, Seller and Purchaser, substantially in
the form attached hereto as Exhibit "K" to evidence the Assumption (the
"Assumption Agreement"), and (ii) cash in an amount equal to the difference
between the Purchase Price and $9,675,000. For purposes of this Contract, the
term "Bond Documents" shall mean all of the following:

- 3 -

(a) The Indenture, as defined in Section 2.1;

(b) Loan Agreement, dated as of October 1, 1985 (the "Loan
Agreement"), between the Authority and Seller pertaining to the Bonds;

(c) Note, dated October 1, 1985, in the original principal
amount of $9,675,000 made by Seller payable to the order of the
Authority, and assigned by the Authority without recourse to the Trustee;

(d) Deed to Secure Debt from Seller to the Authority, The
Mutual Benefit Life Insurance Company ("MBLIC"), and the Trustee, dated
as of October 1, 1985 (the "Deed to Secure Debt"), filed November 26,
1985, recorded at Deed Book 3738, Page 1, Office of the Clerk of the
Superior Court of Cobb County, Georgia, as assigned by Memorandum of
Assignment from the Authority to the Trustee, dated as of October 1,
1985, recorded at Deed Book 3738, Page 56, Office of the Clerk of the
Superior Court of Cobb County, Georgia;

(e) Agreement Regarding Interest and Charges dated November 26,
1985, by and between Seller and the Authority;

(f) Forbearance Agreement, as defined in this Section 2.2; and

(g) all other agreements entered into by Seller in connection
with the Bonds.

Purchaser and Seller hereby acknowledge that Seller's payment obligations
under the Loan Agreement were guaranteed pursuant to the Guaranty Agreement
dated as of October 1, 1985 made by MBLIC for the benefit of the Authority (the
"Guaranty"). Purchaser and Seller further acknowledge that due to the placement
of MBLIC in rehabilitation on July 16, 1991 and Seller's subsequent failure to
(i) substitute Alternate Security (as defined in the Loan Agreement) for the
Guaranty, and (ii) prepay all outstanding principal and accrued interest under
the Note and the Loan Agreement, the Trustee declared an "Event of Default"
under the Indenture. Subsequent to the Trustee's declaration of such Event of
Default, the Bonds were not redeemed, the principal amount thereof continues to
be due and payable, and Seller has continued to make timely payment of all
interest due under the Note and the Loan Agreement and amounts in excess
thereof, as described in Section 8 of the Forbearance Agreement.

- 4 -
11
Purchaser and Seller further acknowledge that Seller and the Trustee have
entered into a letter agreement dated October 30, 1995, wherein the Trustee has
evidenced its agreement that concurrently with the execution of this Contract
by Seller, the Trustee will enter into a Forbearance Agreement (the
"Forbearance Agreement"), the letter agreement and the form of Forbearance
Agreement approved by the Trustee being attached hereto as Exhibit "J".
Purchaser's obligation to perform in accordance with the terms and conditions
set forth in the Forbearance Agreement, including, without limitation, the
obligation to obtain the items referenced in clauses (i) and (ii) in the
paragraph immediately following, shall be secured by a Junior Deed to Secure
Debt, as such term is defined in the Forbearance Agreement, to be executed at
Closing by Purchaser in favor of Seller and the Guarantor, the form of which
Junior Deed to Secure Debt shall be acceptable to Seller, the Guarantor and the
Trustee.

Upon Seller's acceptance of this Contract, Seller and, if requested by
Seller, Purchaser, shall use all reasonable commercial efforts to obtain,
without the payment of any fee, premium or penalty by Seller except for
Seller's attorneys' fees, (i) not later than ninety (90) days after the
Effective Date, but not later than the Closing, (A) the consents of the
Trustee, the Authority and the Guarantor to the sale of the Subject Properties
to Purchaser and to Purchaser's Assumption (the "Consents to Transfer"), and
(B) a release of Seller from all liability under the Bond Documents from and
after the Closing, and (ii) not later than nine (9) months after the Closing,
(A) a discharge of the Indenture, and (B) releases by the Authority and the
Trustee of Guarantor from its obligations under the Guaranty (the Consents to
Transfer and the item referenced in clause (ii) immediately preceding are
hereinafter collectively referred to as the "Consents"). Seller and Purchaser
agree in good faith to use commercially reasonable efforts to obtain the
Consents, and Purchaser agrees to take all such actions as may be required by
Seller which, in Seller's judgment, shall be necessary to obtain such Consents,
including, without limitation, Purchaser's execution of the Assumption
Agreement and providing to Seller information with regard to Purchaser's
proposed method of causing the discharge of the Indenture. Purchaser shall not
make, or permit its agents to make, any contact with the Trustee and the
Authority or their respective counsel without participation in such contact by
Seller or its agents, and shall cause the Assumption Agreement to be executed
by the parties thereto substantially in the form attached hereto as Exhibit
"K". If, in Seller's reasonable judgment, Seller believes Purchaser is not in
good faith using commercially reasonable efforts to obtain the Consents, then
Seller may, at Purchaser's expense, take such actions as Seller deems necessary
to obtain the Consents without participation in such actions by Purchaser or
its agents. Seller or Purchaser, as applicable, shall provide the Consents to
the other promptly after receipt. If the Consents to Transfer are not obtained
within ninety (90) days after the Effective Date, Seller shall have the right
to (i) require Purchaser to pay

- 5 -
12
the Purchase Price in the form of a Cash Payment at the Closing, but only if
Purchaser has evidenced its intention to do so in Item 2(b) of the Cover Sheet
in the amount set forth therein, whereupon the Closing shall thereafter occur
in accordance with the terms of Sections 2.3 and 9.1(a) hereof; or (ii)
terminate this Contract, by written notice to Purchaser, in which event the
Escrow Agent (as such term is defined in Section 4.3) shall return the Earnest
Money to Purchaser, as the sole remedies of Seller and Purchaser, and such
parties shall have no further obligations, liabilities or responsibilities
hereunder, except as set forth in Section 6.1, 9.5(h) and Article 10 hereof and
the Confidentiality Agreement. Nothing contained in this Section 2.2 shall be
deemed to waive or modify the terms of Article 11 hereof.

Notwithstanding anything to the contrary herein, any period of time
granted to the parties hereto in this Section 2.2 in connection with obtaining
the Consents to Transfer may be extended for an additional thirty (30) days at
Seller's sole discretion if, in Seller's judgment, the action required or
permitted to be taken within such time period cannot be accomplished within
such period and Seller and Purchaser shall be diligently pursuing the
accomplishment of such action.

2.3 [THIS SECTION 2.3 IS APPLICABLE TO A CASH PURCHASE PRICE ONLY.]
Cash Purchase Price. Upon Seller's acceptance of this Contract, Seller and
Purchaser shall obtain the execution and delivery by the Trustee, the Authority
and the Guarantor, as applicable, of the following not later than the Closing
(collectively, the "Discharge Documents"):

(i) evidence of the discharge and release of the lien of the
Indenture (the "Discharge");

(ii) the Note marked "Paid";

(iii) a cancellation and discharge and release from the land
records of the Deed to Secure Debt;

(iv) releases of the Guaranty in substantially the forms
attached hereto as Exhibit "L" (the "Releases");

(v) a withdrawal of any and all claims based upon the Bond
Documents in connection with the placement of the Guarantor
in rehabilitation on July 16, 1991 pursuant to Section 9(a)
of the Forbearance Agreement; and

- 6 -
13
(vi) termination of any currently effective Financing
Statements.

Seller and, if requested by Seller, Purchaser, agree in good faith to use
commercially reasonable efforts to obtain the Discharge Documents and Purchaser
agrees to take all such actions which, in Seller's judgment, shall be necessary
to obtain the Discharge Documents. If, in Seller's reasonable judgment, Seller
believes Purchaser is not in good faith using commercially reasonable efforts
to obtain the Discharge Documents, then Seller may, at Purchaser's expense,
take such actions as Seller deems necessary to obtain the Discharge Documents
without participation in such actions by Purchaser or its agents. The Discharge
Documents shall be obtained within ninety (90) days after the Effective Date,
and Seller's obligation to close the transaction contemplated hereby is
conditioned upon the Discharge Documents being obtained within such ninety (90)
day period. Seller or Purchaser, as applicable, shall notify the other in
writing of (i) its receipt of assurance from the Authority and the Trustee that
the Discharge Documents will be obtained by the Closing (the "Assurance"),
promptly after such receipt, or (ii) its determination that it will be unable
to receive the Assurance in accordance with reasonable commercial standards,
promptly after the date on which it has made such determination; or (iii)
refusal by the Trustee and/or the Authority and/or the Guarantor to authorize,
execute or deliver the Discharge Documents, promptly after obtaining knowledge
of such refusal. If, within such ninety (90) day period, either of the
circumstances referred to in clauses (ii) and (iii) immediately preceding shall
occur, then Seller shall have the right to (i) require Purchaser to pay the
Purchase Price in the form of the Assumption Payment at the Closing, but only
if the Purchaser has evidenced its intention to do so in Item 2(b) of the Cover
Sheet in the amount set forth therein, whereupon the Closing shall occur in
accordance with the terms of Sections 2.2 and 9.1(b) hereof; or (ii) terminate
this Contract, by written notice to Purchaser, in which event the Escrow Agent
shall return the Earnest Money to Purchaser, as the sole remedies of Seller and
Purchaser, and such parties shall have no further obligations, liabilities or
responsibilities hereunder, except as set forth in Section 6.1, 9.5(h) and
Article 10 hereof and the Confidentiality Agreement. Nothing contained in this
Section 2.3 shall be deemed to waive or modify the terms of Article 11 hereof.

Notwithstanding anything to the contrary herein, any period of time
granted to the parties hereto in this Section 2.3 in connection with obtaining
the Assurance may be extended for an additional thirty (30) days at Seller's
sole discretion, if in Seller's judgment, the action required or permitted to
be taken within such time period cannot be accomplished within such period and
Seller and Purchaser shall be diligently pursuing the accomplishment of such
action.

- 7 -
14
2.4 Independent Contract Consideration. Upon the Effective Date,
Purchaser shall deliver to Seller a check in the amount of Fifty and No/100
Dollars ($50.00) ("Independent Contract Consideration"), which amount the
parties hereby acknowledge and agree has been bargained for and agreed to as
consideration for Seller's execution and delivery of this Contract. The
Independent Contract Consideration is in addition to and independent of any
consideration or payment provided in this Contract, and is NON-REFUNDABLE in
all events.

ARTICLE 3

EARNEST MONEY

Upon Purchaser's execution of this Contract, Purchaser shall deliver to Seller
four (4) fully executed counterparts of this Contract, and shall simultaneously
deliver to Seller by cashier's check or certified bank check payable to the
order of the Escrow Agent, drawn by a bank satisfactory to Seller, in an amount
equal to ten percent (10%) of the Purchase Price (the "Earnest Money"). The
Escrow Agent shall, promptly upon receipt from Seller of tile executed Contract
and the Earnest Money, place the Earnest Money in an interest bearing account
in an institution approved by Seller and Purchaser. The interest thus derived
shall become part of the Earnest Money and shall be paid to the party entitled
to the Earnest Money in accordance with the terms hereof. If the sale
contemplated by this Contract is consummated in accordance with the terms
hereof, the Earnest Money shall be applied to the Purchase Price to be paid to
Seller at the Closing. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE
EARNEST MONEY SHALL CONSTITUTE ADDITIONAL INDEPENDENT CONSIDERATION FOR THE
EXECUTION OF THIS CONTRACT AND SHALL BE NONREFUNDABLE TO PURCHASER UPON THE
EFFECTIVE DATE.

THIS CONTRACT SHALL BE OF NO FORCE AND EFFECT UNTIL SUCH TIME AS (I) PURCHASER
HAS COMPLIED WITH EACH OF THE TERMS OF THIS ARTICLE 3; (II) SELLER HAS EXECUTED
THIS CONTRACT IN ACCORDANCE WITH SECTION 12.2 HEREOF; AND (III) SELLER HAS SENT
TO PURCHASER ONE (1) FULLY EXECUTED COUNTERPART OF THIS CONTRACT; PROVIDED,
HOWEVER, SELLER SHALL NOT EXECUTE THIS CONTRACT UNTIL PURCHASER HAS ALSO
DELIVERED TO SELLER THE EARNEST MONEY IN ACCORDANCE WITH THE TERMS OF THE
IMMEDIATELY PRECEDING PARAGRAPH.

In the event the Escrow Agent cannot comply with the obligations pursuant to
this Article 3. Purchaser and Seller shall mutually select another escrow
agent. Within five (5) days after the Effective Date, the Escrow Agent will
deliver to Seller an insured closing letter issued by the Underwriter (as
defined in Section 4.3 hereof) in a form acceptable to Seller.

- 8 -
15
The Escrow Agent must sign this Contract as evidence that the Escrow Agent
agrees to be bound by the obligations contained herein.

Upon receipt of the Earnest Money, the Escrow Agent shall promptly
deposit the same into an interest bearing escrow account with such bank as the
Escrow Agent may select subject to Purchaser's approval, having as the
beneficiary thereof the Purchaser, whose Taxpayer ID is as follows:
__________________________________________. The parties hereby acknowledge and
agree that the Escrow Agent shall have the right to disburse same to Purchaser
or Seller, in accordance with the terms of this Contract, upon ten (10) days
written notice to the parties; provided, however, that the Escrow Agent shall
not have received any written objections to such disbursement within ten (10)
days after receipt by Purchaser and Seller of said notice. The parties hereto
hereby acknowledge that the Escrow Agent shall have no liability to any party
on account of its failure to disburse the Earnest Money in the event of any
unresolved dispute as to which party is entitled to receive the same. In the
event of any dispute as to which party hereto is entitled to receive the
Earnest Money, the Escrow Agent shall have the right, at its sole election,
either to retain the funds and disburse them in accordance with the final
order of a court of competent jurisdiction or to deposit the Earnest Money with
said court, pending a final decision of such controversy. The parties hereto
further agree that the Escrow Agent shall not be liable except in the event of
its negligence or willful misconduct.

ARTICLE 4

SURVEY AND TITLE POLICY

4.1 Permitted Exceptions. The Subject Properties shall be sold and
conveyed subject to the following (collectively, the "Permitted Exceptions"):

(a) Zoning and building laws, restrictions, regulations and
ordinances of the municipality in which the Real Property is located, if
any.

(b) Covenants, conditions, easements and restrictions of record
as referred to in Schedule B-Section 2 of the Title Commitment (as
defined in Section 4.3 hereof); and, if the Purchase Price is to be paid
in the form of the Assumption Payment, Items (c), (d) and (e) of Schedule
B-Section 1 of the Title Commitment.

(d) All matters shown on the Survey (as defined in Section 4.2
hereof).
- 9 -

16
(e) All notes or notices of violations of law or municipal
ordinances, orders or requirements noted in or issued by any state or
municipal department or public authority having jurisdiction against or
affecting the Subject Properties on the Closing Date.

(f) Any and all assessments becoming liens subsequent to the
Effective Date hereof and, in addition, if at the Effective Date the
Subject Properties, or any part thereof, shall be or shall have been
affected by any assessment or assessments which are payable in
installments or may be paid in installments without penalty (other than
interest), Purchaser shall pay all such installments which shall become
due and payable or which may be paid without penalty (other than
interest) after the Effective Date, except that any installment relating
to the current fiscal year (with any interest thereon) shall be
apportioned between the parties at Closing.

(g) All liens for real estate taxes on the Subject Properties
for the year in which the Closing shall occur, which are not yet due and
payable on the Closing Date.

(h) Those matters determined to be "Permitted Exceptions"
pursuant to Sections 4.3 and 4.4 hereof.

4.2 Survey. Purchaser hereby acknowledges that prior to its execution
hereof, Purchaser received from Seller, at Seller's sole cost and expense, a
survey of the Real Property and the Improvements, as determined and prepared by
Planners & Engineers Collaborative, dated August 15, 1986 and last updated May
30, 1995, Job No. 7323/13H7 (the "Survey"). If this Contract is terminated,
Purchaser will return the Survey and any copies thereof to Seller. If Purchaser
elects to obtain an updated and/or recertified current Survey, it may do so at
its sole cost and expense.

4.3 Title Policy. Purchaser hereby acknowledges that prior to its
execution hereof, Purchaser received from Seller a Commitment for Title
Insurance (the "Title Commitment"), issued by Schaaf & Hodges, 1853 Piedmont
Road, Suite 202, Marietta, Georgia 30066 (Tel: 770-971-4312) (the "Escrow
Agent"), acting as agent for Lawyers Title Insurance Corporation (the
"Underwriter" covering the Real Property and the Improvements, together with
copies of all documents constituting exceptions to Seller's title as reflected
in the Title Commitment. At Closing, Purchaser will obtain an Owner's Policy of
Title Insurance (the "Title Policy") at Purchaser's sole cost and expense, as
provided in Section 9.5 hereof.

-10-
17
4.4 Future Encumbrances. If on or before the Closing Date, it comes to
the attention of Purchaser that additional matters adversely affecting title
to the Subject Properties that are not Permitted Exceptions become recorded in
the public records and such matters arise by, through or under Seller, then
within ten (10) days after receipt of notice thereof by Seller, Seller will
notify Purchaser, in writing, whether it elects, in its sole discretion, to
cure such title matters. In the event Seller elects not to cure such matters
prior to Closing, Purchaser shall have the right, for five (5) days only after
receipt of Seller's notice, to notify Seller in writing of Purchaser's election
to (i) immediately terminate this Contract, in which event Purchaser shall
receive a full refund of the Earnest Money, and no party hereto shall have any
further rights or claims hereunder or arising out of this Contract, except for
Purchaser's liability pursuant to the terms of Section 6.1, 9.5(h) and Article
10 hereof and the Confidentiality Agreement (as defined in Section 5.2 hereof),
or (ii) waive such title matters, without any reduction in the Purchase Price,
with the Closing to occur within ten (10) days after the date of Purchaser's
notice or the Closing Date, whichever first occurs, whereupon such waived title
matters shall also be deemed "Permitted Exceptions". In the event that
Purchaser fails to notify Seller within such five (5) day period, Purchaser
shall be deemed to have waived such title matters, as provided in this Section
4.4(ii).

In the event Seller elects to cure such title matters and Seller is unable to
cure same by the Closing Date, then Seller may extend the Closing for a period
of time after the Closing Date in order to cure same, but in no event shall the
Closing be extended for more than sixty (60) days after the Closing Date (as
same may be extended pursuant to the terms of this Contract). If cure is unable
to be effected within such extended sixty (60) day period, then this Contract
shall terminate at 11:59 P.M. on the sixtieth (60th) day of such period and the
Earnest Money shall be returned to Purchaser, unless Purchaser has waived such
title matters during such sixty (60) day period.

ARTICLE 5

ADDITIONAL ITEMS TO BE FURNISHED
TO PURCHASER BY SELLER

5.1 Submission Items. Purchaser hereby acknowledges that prior to its
execution hereof, Purchaser received the written materials that were contained
in a certain bid package delivered to Purchaser or that were obtained by
Purchaser in connection with its due diligence of the Subject Properties
including, without limitation, the following:

(a) 1993, 1994 and 1995 year to date financial statements.

- 11 -
18
(b) A list of all Miscellaneous Contracts in the possession of
Manager [as such term is defined in Section 5.1(e) hereof], together
with copies of same. Purchaser shall assume all of the Miscellaneous
Contracts at Closing, provided such Miscellaneous Contracts permit such
assumption.

(c) Phase I Environmental Site Assessment dated March 30, 1995
prepared by Hillman Environmental Company, Tampa, Florida, Project No.
F1-2123.

(d) A list of the Leases, together with copies of each of the
Leases.

(e) Management Agreement, dated as of April 1, 1991, by and
between Seller, as "Owner", and Wyndham Hotel Company Ltd., as "Manager",
as amended December 28, 1993 (the "Management Agreement").

(f) The Bond Documents.

The items described in this Section 5.1 are hereinafter collectively referred
to as the "Submission Items." Seller and Purchaser acknowledge that Seller's
obligations under this Article 5 are limited to records and information that
are in the immediate possession of Manager.

5.2 Confidentiality. All of the Submission Items and any other reports,
documents or information given by Seller to Purchaser in connection herewith
shall be returned to Seller or kept in confidence by Purchaser pursuant to the
terms and conditions of the Confidentiality Agreement identified on the Cover
Sheet (the "Confidentiality Agreement").

5.3 Information. As an essential inducement to Seller to sell the
Subject Properties to Purchaser on the favorable terms and conditions set forth
in this Contract, Purchaser acknowledges and agrees that: (i) all documents,
materials, reports, studies and other information delivered or disclosed to
Purchaser by Seller or its representatives, including, without limitation,
Marfralis Corporation d/b/a Lively & Associates (the "Information") are being
provided to Purchaser for informational purposes only and only as an
accommodation to Purchaser; (ii) Seller has not made, is not making, and will
not make any representation, warranty or promise of any kind, express or
implied, concerning the accuracy or completeness of all or any part of the
Information; and (iii) any inaccuracy, incompleteness, or deficiency in any
part of the Information shall be solely the risk and responsibility of
Purchaser, shall not be chargeable in any respect to Seller, and

- 12 -

shall not form the basis of any claims by Purchaser against Seller, its
employees, agents or assigns, such claims being expressly waived and
relinquished by Purchaser. Upon Purchaser's request, however, Seller will
consider waiving any conflicts of interest in the event Purchaser desires to
engage any such person or entity to prepare, author, compile or create any
documents, materials, reports, studies or other information directly for
Purchaser's benefit.

ARTICLE 6

INSPECTION AND AUDIT

6.1 Inspection Rights. Purchaser, its agents, employees, contractors
and representatives, have inspected and audited the Subject Properties pursuant
to the terms of the Confidentiality Agreement. Purchaser shall indemnify,
defend, save and hold harmless Seller from and against any and all claims,
liens (including, without limitation, mechanic's and materialman's liens),
actions, suits, proceedings, costs, expenses, damages or other liabilities,
including, without limitation, attorneys' fees and court costs, all as
incurred, arising out of the rights granted to Purchaser pursuant to the terms
of the Confidentiality Agreement. Purchaser, its agents, employees, contractors
and representatives, shall keep confidential any and all information, documents
and reports obtained or prepared by them relating to the Subject Properties in
accordance with the terms and conditions of the Confidentiality Agreement. At
Seller's request, Purchaser shall furnish to Seller copies of all studies,
tests and surveys undertaken and completed in connection with such inspections
and, upon Seller's request therefor, certify same to Seller, at Seller's
expense.

The terms of this Section 6.1 shall survive the Closing or the
termination of this Contract.

6.2 Condition of Subject Properties. Purchaser has accepted the
condition of the Subject Properties and Submission Items and Purchaser may not
hereafter terminate this Contract by reason of the condition of the Subject
Properties or Submission Items, except as expressly provided in this Contract.

ARTICLE 7

DAMAGE OR DESTRUCTION PRIOR TO THE CLOSING

7.1 Damage or Destruction. Until Closing, the risk of loss or damage to
the Subject Properties by fire or other casualty is assumed by Seller, but
without any

- 13 -
20

obligation on the part of Seller to repair or replace any such loss or damage
unless Seller elects to do so as hereinafter provided. Seller shall notify
Purchaser of the occurrence of any such loss or damage to the Real Property and
the Improvements ("Seller's Notice") within ten (10) days after such occurrence
or by the Closing Date, whichever first occurs. If the estimated cost of
repair, replacement or restoration of such loss or damage (as defined in
Section 7.4 hereof) to the Real Property and the Improvements is equal to or in
excess of five percent (5%) of the Purchase Price, either party may upon notice
to the other, terminate this Contract, in which event this Contract shall be
terminated and of no further force or effect and no party hereto shall
thereafter have any further rights against, or obligations or liabilities to,
any other by reason of this Contract, except for Purchaser's liability pursuant
to Section 6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement,
and any monies paid by Purchaser as Earnest Money shall be returned to
Purchaser and all insurance proceeds shall be paid to Seller. If Seller elects
to make such repairs and restorations, Seller's Notice shall set forth an
adjourned date for Closing; provided, however, whether or not Seller elects to
make such repairs and restorations, if the cost to repair, replace or restore
such loss or damage is equal to or in excess of five percent (5%) of the
Purchase Price, Purchaser shall have the following options: (i) to declare the
Contract canceled and of no further force or effect and to receive a refund of
all monies paid by Purchaser as Earnest Money, in which event no party shall
thereafter have any further rights against, or obligations or liabilities to,
any other by reason of this Contract, except for Purchaser's liability pursuant
to Section 6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement,
or (ii) to complete the purchase in accordance with this Contract without
reduction of the Purchase Price; provided, however, if Seller carries hazard
insurance covering such loss or damage, Seller shall turn over to Purchaser at
the Closing the net proceeds actually collected by Seller under the provisions
of such hazard insurance policies, to the extent that they are attributable to
loss of or damage to the Real Property and the Improvements, less any sums
theretofore expended by Seller in repairing or replacing such loss or damage or
in collecting such proceeds.

7.2 Purchaser's Option in Excess of Amount. If the estimated cost of
repair, replacement or restoration of such loss or damage to the Real Property
and the Improvements is equal to or in excess of five percent (5%) of the
Purchase Price, Purchaser may exercise the resulting option under (i) or (ii)
of Section 7.1 above only by written notice given to Seller within five (5)
business days after receipt of Seller's bid from a contractor in accordance
with Section 7.4 hereof. If Purchaser does not give such notice to Seller
within the prescribed time period, Purchaser shall be deemed to have elected
its option under Section 7.1 (ii).

- 14 -
21
7.3 Purchaser's Option Less than Amount, If the estimated cost of
repair, replacement or restoration of such loss or damage to the Real Property
and the Improvements is less than five percent (5%) of the Purchase Price and
Seller does not elect to make such repairs and restorations, Purchaser shall
complete the purchase in accordance with Section 7.1 (ii) above.

7.4 Estimated Cost of Repair, Replacement and Restoration. The terms
"estimated cost of repair, replacement and restoration" or "estimated value of
such portion of the Real Property and the Improvements to be taken", as such
terms are used in this Article 7, shall mean a firm bid for the actual cost of
repair and restoration obtained by Seller, within twenty (20) days of receipt
of Seller's Notice, from a reputable contractor regularly doing business in the
locality where the Subject Properties are located.

7.5 Condemnation. If an amount equal to or in excess of five percent
(5%) of the Purchase Price of the Subject Properties is taken prior to the
Closing by any governmental or quasi-governmental body or agency in the
exercise of the power of eminent domain and such loss permanently and
materially impairs the current use of the Subject Properties, then either
party, upon notice to the other, may terminate this Contract, in which event
the Earnest Money will be returned to Purchaser and all condemnation awards and
proceeds shall be paid to Seller and no party hereto shall thereafter have any
further rights against, or obligations or liabilities to, any other by reason
of this Contract except for Purchaser's obligations and liabilities pursuant to
Section 6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement.
If this Contract is not so terminated and the Closing hereunder is completed,
all condemnation awards and proceeds shall be paid to Purchaser. If the
governmental authority exercising its power of eminent domain has not
determined the value of that portion of the Real Property and the Improvements
to be taken, then the estimated value of such portion to be taken shall be
determined in accordance with Section 7.4 hereof, except that such
determination shall be made by an appraiser mutually acceptable to Purchaser
and Seller.

ARTICLE 8

CONDITION OF PROPERTY

8.1 Condition of Property. It is expressly understood and agreed that
Purchaser shall accept the conveyance of the Subject Properties in their
present condition, "AS-IS, WHERE-IS," subject to all patent and latent defects
and all faults, if any, with no representation or warranty by Seller as to
their fitness, suitability, merchantability, habitability, or usability,
including, but not limited to,

- 15 -

22
(i) the quality or condition of the Improvements and the Real Property,
including, without limitation, the water, soil and geology, (ii) the manner of
operating the Subject Properties and the expenses related thereto, and (iii)
the compliance of the Subject Properties with any laws, rules, ordinances or
regulations of any governmental body; and (iv) the nature and extent of any
servitudes, rights-of-way, leases, possession, liens, encumbrances, licenses,
reservations, conditions or otherwise. Purchaser acknowledges that it is not
relying upon any representation, warranty, statement, or other assertion with
respect to the condition of the Subject Properties made by Seller, and accepts
the Subject Properties under the express understanding that there are no
express or implied warranties made by Seller with respect to the condition or
value of the Subject Properties (except for limited warranties of title set
forth in any of the closing documents). Purchaser declares that it is
experienced in the ownership and operation of properties similar to the Subject
Properties and therefore acknowledges that it will rely solely on its own
investigation and examination of the Subject Properties, which it was qualified
to make, and not on any information provided or to be provided by Seller.
Seller makes no representation as to any environmental matters relating to the
Subject Properties including, without limitation, soil conditions, Purchaser
having been given the opportunity to inspect the Subject Properties prior to
its execution hereof to satisfy itself that there are no Hazardous Materials
(defined in this Section 8.1) on or in the Subject Properties that would cause
either State or Federal Agencies to order a cleanup of the Subject Properties
under any Environmental Law. As used herein, the term "Environmental Law" shall
mean and include the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. 9601, et seq., Resource Conservation and Recovery Act,
42 U.S.C. 6901, et seq. and all other similar existing and future federal,
state and municipal statutes, rules, regulations and ordinances governing the
environment or the generation, disposal or storage of any Hazardous Materials,
all as amended from time to time, and all rules and regulations promulgated
thereunder. The term "Hazardous Materials" shall mean and include asbestos,
polychlorinated biphenyls, petroleum products and any other hazardous or toxic
materials, wastes and substances that are defined as such in any Environmental
Law. Seller makes no representation as to the condition or value of the
Subject Properties. Purchaser hereby waives and releases Seller of and from any
claims, actions, causes of action, demands, rights, liabilities, obligations,
damages, costs, expenses or compensation whatsoever, direct or indirect, known
or unknown, foreseen or unforeseen, that Purchaser now has or that may arise in
the future on account of or in any way growing out of or in connection with the
economic, physical or environmental condition of the Subject Properties, or any
Environmental Law or applicable regulation.

- 16 -
23
The provisions of this Section 8.1 shall be contained in the Deed to be
delivered to Purchaser at Closing and shall survive Closing and the future
transfer of any or all of the Subject Properties by Purchaser.

8.2 Purchaser's Additional Waivers. Purchaser agrees that Seller shall
not be responsible or liable to Purchaser for any construction defects, errors,
omissions or on account of any other conditions affecting the Subject
Properties, as Purchaser is purchasing the Subject Properties AS IS, WHERE IS
and WITH ALL FAULTS. Purchaser or anyone claiming, by, through, or under
Purchaser, hereby fully releases Seller, its employees, officers, directors,
representatives and agents from any and all claims that it may now have or
hereafter acquire against Seller, its employees, officers, directors,
representatives and agents for any cost, loss, liability, damage, expense,
demand, action or cause of action arising from or related to any construction
defects, errors, omissions, or other conditions affecting the Subject
Properties. Purchaser further acknowledges and agrees that this release shall
be given full force and effect, according to each of its expressed terms and
provisions, including, but not limited to, those relating to unknown and
unsuspected claims, damages and causes of action. Purchaser further agrees that
Seller shall bear no responsibility or liability for th performance of, or
failure to perform, any of its obligations under any of the Bond Documents or
any other documents executed by any party in connection with the Bonds or the
Forbearance Agreement, and Purchaser hereby waives any right to object to the
terms and conditions of any such documents or Seller's performance of, or
failure to perform, any of its obligations under any such documents.

8.3 Management of Properties. Seller agrees that it will continue to
cause the Subject Properties to be managed and operated by Manager through the
Closing in a manner consistent with the manner currently being practiced.
Seller makes no representations and assumes no responsibility with respect to
continued occupancy of the Real Property and the Improvements or any part
thereof by any tenant now in possession. Prior to Closing, Seller shall be
entitled, but not obligated, to enforce the rights under any Lease in any court
having jurisdiction over such matter. The removal by Seller of a tenant that is
in default under its Lease shall not give rise to any claim on the part of
Purchaser or affect this Contract in any manner whatsoever.

8.4 Liquor License. The liquor license currently in effect at the
Hotel will not be assigned to Purchaser at Closing. Therefore, it is
Purchaser's obligation and responsibility to obtain a liquor license for the
Hotel at its sole cost and expense. If requested by Purchaser, Seller will
reasonably cooperate (at no cost or expense to Seller)

17 -
24
with Purchaser's attempts to satisfy all liquor license requirements so that no
lapse in licensing will occur on or after the Closing. However, Purchaser's
failure to obtain a liquor license for the Hotel is not a condition or
contingency to Purchaser's obligation to close the transaction contemplated
hereby.

8.5 Management Agreement. If requested by Purchaser, Seller will
reasonably, cooperate (at no cost to Seller) with Purchaser's attempts to
obtain consent from Manager to the transfer to Purchaser of the Management
Agreement relating to the Hotel. Seller makes no representation or warranty
that the Management Agreement is assignable, and Purchaser's failure to obtain
the consent of Manager to an assignment of the Management Agreement from Seller
to Purchaser is not a condition or contingency to Purchaser's obligation to
close the transaction contemplated hereby.

ARTICLE 9

CLOSING

9.1 Closing Date.

(a) [THIS SECTION 9.1(a) IS APPLICABLE TO A CASH PURCHASE PRICE
ONLY.] Cash Payment. The Closing hereunder shall take place at the
offices of the Escrow Agent. The Closing shall occur (i) no later than
thirty (30) days after Purchaser's receipt of the Assurance and
simultaneously with the effectiveness of the Discharge Documents: or
(ii) if Purchaser is unable to obtain the Discharge Documents and
Purchaser has made the election to pay the Purchase Price in the form of
the Assumption and the Assumption Payment, then the Closing shall occur
as set forth in Sections 2.2 and 9.1 (b) (the "Closing Date").

(b) [THIS SECTION 9.1(b) IS APPLICABLE TO A FINANCED PURCHASE
PRICE ONLY.] Assumption Payment. The Closing hereunder shall take place
at the offices of the Escrow Agent. The Closing shall occur on or before
the date which is thirty (30) days after (i) Purchaser's written
notification to Seller that Purchaser has obtained the Consents to
Transfer, in the event the Purchase Price will be paid by Purchaser in
the form of the Assumption and the Assumption Payment; or (ii) if
Purchaser is unable to obtain the Consents to Transfer and Purchaser has
made the election to pay the Purchase Price in the form of the Cash
Payment, then the Closing shall occur as set forth in Sections 2.3,
9.1(a) and 9.2(m) hereof (the "Closing Date").

- 18 -
25
9.2 Delivery of Items At Closing By Seller. At the Closing, Seller
shall deliver or cause to be delivered to Purchaser, and Purchaser shall accept
and execute where indicated (if Purchaser's execution is required by the terms
of such items) each of the following items:

(a) Limited Warranty Deed (the "Deed"), in the form
attached hereto and labeled Exhibit "D", duly executed and
acknowledged by Seller and in form for recording, conveying to
Purchaser the fee simple title of Seller in and to the Real Property
and the Improvements, subject to the Permitted Exceptions;

(b) a Blanket Conveyance, Bill of Sale and Assignment in
the form attached hereto and labeled Exhibit "E", duly executed and
acknowledged by Seller, conveying to Purchaser the property described
therein, without warranty, subject to the Permitted Exceptions;

(c) a Closing Memorandum and Indemnification Agreement
(the "Closing Memorandum") in the form attached hereto and labeled
Exhibit "F";

(d) a letter in the form attached hereto and labeled
Exhibit "G" to be addressed to each tenant under the Leases advising
such tenant that the Subject Properties have been sold to Purchaser
and that Purchaser has assumed the obligation to refund such tenant's
security deposit, if any, in accordance with such Lease, with the
exact amount of the deposit specified for such tenant;

(e) all keys to all locks on the Subject Properties in
the possession of Seller;

(f) a certification, executed by Seller, similar to the
certification described in clause (g) immediately following, which is
required under Georgia law to avoid withholding under the terms of
O.C.G.A. Section 48-7-1128; and

(g) a certification in the form attached hereto and
labeled Exhibit "H", executed by Seller containing the following:

(i) Seller's U.S. Taxpayer Identification Number;

(ii) the business address of Seller; and

- 19 -
26
(iii) a statement that Seller is not a foreign
person within the meaning of Sections 1445
and 7701 of the Internal Revenue Code ("IRC")
(i.e., Seller is not a nonresident alien,
foreign corporation, foreign partnership,
foreign trust or foreign estate, as those
terms are defined in the IRC and applicable
Income Tax Regulations).

(h) an Owner's Affidavit in form and content acceptable
to the Escrow Agent;

(i) a "Georgia Residency Affidavit" certifying that
Seller is a Georgia Resident or is deemed to be a Georgia Resident for
purposes of Georgia income tax withholding;

(j) a lien waiver duly executed by Broker (as such term
is defined in Section 10.1) and an Affidavit regarding Broker's
Commission (as such term is defined in Section 10.1), duly executed by
Seller in form and content acceptable to the Escrow Agent:

(k) such evidence or documents as may be required by the
Escrow Agent evidencing the legal status and capacity of Seller and
the authority of the person or persons who are executing the various
documents on behalf of Seller in connection with the transfer of the
Subject Properties;

(l) a duly executed Closing Statement prepared in
accordance with the terms of this Contract; and

(m) [THIS SUBSECTION (m) IS APPLICABLE TO A CASH PURCHASE
PRICE ONLY.]

(i) If the Trustee has delivered to the holders
of the Bonds a conditional notice of redemption stating that
the Bonds shall be redeemed on the Closing Date, but only if
moneys sufficient to pay the redemption price thereof are
received by the Trustee as of such date (the "Conditional
Notice of Redemption"), then on the Closing Date a portion of
such Cash Payment sufficient to pay (without reinvestment) all
principal and interest on the Bonds to the Closing Date and
all other amounts required to discharge the Indenture
(collectively, the "Discharge Price") shall be deposited with
the Trustee and the remainder of the Purchase Price shall be
retained by Seller.

- 20 -
27
(ii) If the Trustee has not delivered to the
holders of the Bonds the Conditional Notice of Redemption,
then on the Closing Date a portion of such Cash Payment
sufficient to pay the Discharge Price on the date established
for the redemption of the Bonds after the Closing Date (the
"Redemption Date") [which Redemption Date shall be set in
accordance with the Indenture] shall be deposited with the
Trustee, and Seller shall simultaneously deliver to the
Trustee irrevocable direction to cause the Bonds to be
redeemed on the Redemption Date, to deliver to the holders of
the Bonds the notice of redemption required under the
Indenture and to satisfy all other conditions to Discharge,
and the remainder of the Purchase Price shall be retained by
Seller.

9.3 Delivery of Items at Closing By Purchaser. At the Closing,
Purchaser shall:

(a) deliver to Seller the Purchase Price, subject to
prorations and similar items, as described in Section 9.4 hereof;

(b) deliver to Seller such evidence or documents as may
be required by the Seller or the Escrow Agent evidencing the status
and capacity of Purchaser and the authority of the person or persons
who are executing the various documents on behalf of Purchaser in
connection with the acquisition of the Subject Properties;

(c) deliver to Seller a separate letter in the form of
Exhibit "I" attached hereto and made a part hereof, duly executed by
Purchaser, confirming that Purchaser is not acquiring the Subject
Properties with the assets of an employee benefit plan, as defined in
Section 3(3) of The Employee Retirement Income Security Act of 1974
("ERISA"), and in the event Purchaser is unable or unwilling to make
such a representation, Purchaser shall be deemed to be in default
hereunder and Seller shall have the right to terminate this Contract
and to receive and retain the Earnest Money;

(d) join Seller in execution of the items described in
Sections 9.2 (b), (c) and (d); and

(e) [THIS SUBSECTION (e) IS APPLICABLE TO A FINANCED
PURCHASE PRICE ONLY.] deliver to Seller the Assumption Agreement and
the Junior Deed to Secure Debt referenced in Section 2.2 hereof.

- 21 -
28
(f) [THIS SUBSECTION (f) IS APPLICABLE TO A CASH
PURCHASE PRICE ONLY.] deliver to Seller the Discharge Documents
executed by the Trustee, the Authority, Seller, Purchaser and the
Guarantor, effective as of the Closing Date.

9.4 Credits and Prorations

(a) As of 12:01 a.m., according to the time zone in
which the Subject Properties are located, on the Closing Date, Seller
shall cause to be compiled a list of all accounts receivable from
guests then occupying or using the Hotel (the "Guest Ledger Accounts")
and a list of all accounts receivable from guests previously occupying
or using the Hotel which are not included in the Guest Ledger Accounts
(the "City Ledger Accounts"). Such Guest Ledger Accounts and City
Ledger Accounts shall remain the property of Seller and Seller shall
be entitled to collect same for its own account; provided, however,
any and all amounts collected by Seller pursuant to the Guest Ledger
Accounts which are in payment for occupancy on the Closing Date shall
be paid to Purchaser upon Seller's receipt thereof. All other accounts
receivable accruing after 12:01 a.m. on the Closing Date shall be the
property of Purchaser.

(b) Representatives of Seller and Purchaser shall cause
to be compiled an inventory of unopened food and beverage items on the
Subject Properties as of 12:01 a.m. on the Closing Date. At Closing,
Purchaser shall reimburse Seller for the cost of the food and beverage
items listed on such inventory, to the extent permitted by applicable
law.

(c) At the Closing, the following items shall be
adjusted and prorated between Seller and Purchaser on a per diem
basis as of 12:01 a.m. on the Closing Date:

(i) Rents and other charges payable under the
Leases. For purposes hereof, all rents and other charges
payable under the Leases for the calendar month in which the
Closing occurs shall be prorated on the basis of sums actually
collected by Seller prior to the Closing. All rent collections
prior to the Closing shall be first applied to arrears for
prior months, with any balance to be applied to current monthly
charges. From and after Closing, all rent collections shall be
first applied to current monthly charges, with the balance, if
any, to be applied to arrears for prior months. After the
Closing,

- 22 -
29
Purchaser shall have a duty and obligation to
Seller to remit such unpaid rents and other
charges to Seller when collected by Purchaser;
provided, however, Seller shall provide
Purchaser with a list of any outstanding rents
and other charges that are known to Seller at
Closing. Purchaser shall use reasonable efforts
to collect any such unpaid rents or other
charges in arrears. The provisions of this
Section 9.4(c)(i) shall survive the Closing.

(ii) Payments under the Miscellaneous Contracts
assumed by Purchaser on the basis of the actual
payments owed thereunder. If the actual
payments owed under the Miscellaneous Contracts
are not known at the Closing, the proration of
such payments shall be made on the basis of the
best evidence then available and thereafter
adjusted when the actual amount of such
payments are ascertainable.

(iii) Real estate, ad valorem and personal property
taxes, sewer rents and charges, and other
state, county and municipal taxes, charges and
assessments (special or otherwise) which may be
paid in installments shall be prorated on the
basis of the calendar year for which the same
are levied, imposed or assessed, any
apportionment of such taxes to be made with
respect to a tax year for which either the tax
rate or assessed valuation or both have not yet
been fixed, to be upon the basis of the tax
rate and/or assessed valuation last fixed;
provided that the parties hereto agree that to
the extent the actual taxes for the current
year differ from the amount so apportioned at
the Closing, the parties hereto will make all
necessary adjustments by appropriate payments
between themselves following the Closing, and
this provision shall survive Closing. Seller
shall pay regular installments of special
assessments that have become due prior to the
Closing. All installments of special
assessments or portions due on or after the
Closing for a period from and after the Closing
shall be assumed and paid by Purchaser. Any
fees paid or payable to Seller's tax
representative for the purpose of reducing the
taxes described in this clause (iii) for the
year in which the Closing shall occur shall be
prorated at Closing as herein provided.

- 23 -
30
(iv) Charges for water, electricity, gas
and other utilities. The consumption
of all water, electricity, gas and
other utilities is measured by
meter, and Seller shall furnish a
current reading of each meter at the
Closing, which readings shall have
been made either as of 12:01 a.m. on
the Closing Date or as close to the
Closing as reasonably possible, and
in any event Seller shall be
responsible for paying charges
therefor to 12:01 a.m. on the
Closing Date or submitting proof
that such charges were previously
paid. In the event meter readings
current as of 12:01 a.m. on the
Closing Date are not available at
Closing, then Seller shall pay at
Closing the charges to the date of
the most recent reading or submit
proof that such charges were
previously paid, and the parties
further agree to notify the utility
companies to read the meters as soon
as possible after Closing and adjust
and prorate such utility charges
when the actual readings are
available.

(v) Guest room revenues in the manner
set forth in Section 9.4(a). above.

(vi) Parking revenues, restaurant
revenues, rents under the Leases and
other revenues from the Subject
Properties which are not provided
for in Section 9.4(a) hereof (herein
referred to as "other income").

vii) Any other trade accounts and
operating expenses (including
specifically, without limitation,
room revenue assessments and
hotel/motel taxes) of the Subject
Properties incurred during the month
in which Closing occurs.

(viii) All amounts paid by Seller in
connection with the Bonds,
including, but not limited to,
annual fees paid to the Trustee and
the Authority pursuant to the Bond
Documents; provided, however, that
any funds held by the Trustee in any
fund established under the Indenture
as of the Closing shall not be so
prorated, but shall belong solely to
Seller, and either (A) the Trustee
shall pay all such funds to Seller
as of the Closing, or (B) such funds
shall remain on deposit with the
Trustee under the Indenture, and
Purchaser shall pay to Seller an

- 24 -
31
amount of cash equal to the aggregate
of all such funds as of Closing,
such amount to be in addition to the
Purchase Price.

(d) In making such apportionments, Seller shall be
entitled to other income paid with respect to the day before Closing,
and Seller shall be responsible for taxes and other expenses incurred
with respect to the day before Closing. All such apportionments shall
be subject to post-Closing adjustments as necessary to reflect later
relevant information not available at Closing and to correct any
errors made at Closing with respect to such apportionments; provided,
however, that such apportionments shall be deemed final and not
subject to further post-Closing adjustments if no such adjustments
have been requested after a period of thirty (30) days from such time
as all necessary information is available to make a complete and
accurate determination of such apportionments. The provisions of this
Section 9.4(d) shall survive the Closing.

(e) Anything hereinabove contained to the contrary
notwithstanding:

(i) As to any arrears of other income at
the time of the Closing, Seller and
Purchaser agree that moneys received
by Purchaser from guests of the
Hotel or tenants of the Subject
Properties owing such past due or
other income shall be applied in
accordance with the provisions of
the Closing Memorandum. After
Closing, Seller may pursue the
collection of any past due other
income directly against the party
liable for payment of same, and
Purchaser shall cooperate with
Seller in all reasonable ways in
obtaining the collection of such
sums; provided, however, Purchaser
shall not be obligated to incur any
cost or expense in so cooperating.

(ii) At Closing, Seller shall credit to
the account of Purchaser against the
Purchase Price (a) any security
deposits held by Seller delivered
pursuant to any Leases executed by
Seller or Seller's
predecessors-in-interest, as lessor,
which will continue in effect after
Closing; and (b) any unearned
reservation deposits and other items
prepaid by guests of the Hotel.

(iii) If and to the extent additional rent
under the Leases due and payable by
tenants for increases in ad valorem
taxes and/or operating expenses for
the calendar year in which Closing

- 25 -
32
occurs and any preceding calendar
year are not billed, collected and
apportioned at the Closing, Seller
and Purchaser agree that the
provisions of the Closing Memorandum
shall govern and control.

(iv) Charges, or portions thereof,
referred to in this Section 9.4,
other than Section 9.4(c)(vi) above,
which are payable solely and
directly by any tenants under the
Leases, shall not be apportioned
hereunder and Purchaser shall accept
title subject to any of such unpaid
charges, and Purchaser shall look
solely to the tenant responsible
therefor for the payment of the
same. If Seller shall have paid any
of such charges on behalf of any
tenant, and shall not have been
reimbursed therefor by the time of
Closing, the reimbursement of such
charges shall be treated as
delinquent rent which shall be
recovered by Seller in accordance
with the provisions of the Closing
Memorandum.

(f) Seller shall receive a credit at Closing in an
amount equal to any deposits paid by Seller pursuant to the terms of
any of the Miscellaneous Contracts. If any provider of a public
utility to the Subject Properties is holding deposits as of the
Closing Date, Seller shall retain all right to the return of any of
such deposits, or Seller shall receive a credit at Closing in the
amount of such deposits.

9.5 Purchaser's Costs. At Closing, Purchaser shall pay for the
following:

(a) the base premium charges and surcharges for any
endorsements or other modifications for the Title Policy to be issued
to Purchaser;

(b) any costs for updating or recertifying the Survey;

(c) all fees for the issuance of an updated Title
Commitment, escrow fees and any and all other title related fees
charged by the Escrow Agent;

(d) costs of recording all documents delivered by Seller
to Purchaser or by Purchaser to Seller at the Closing;

(e) the attorneys' fees of Purchaser's counsel in
connection with or relating to the transactions contemplated by this
Contract;

- 26 -
33
(f) all deed stamps, documentary stamp taxes, intangible
taxes and other transfer taxes, if any;

(g) any mortgage, conveyance and tax certificate fees
charged by the Escrow Agent;

(h) all costs of the Authority, their respective counsel
and agents, bond counsel and all other costs (other than Seller's
counsel) in connection with obtaining the Consents and Purchaser's
assumption of the Bond Financing or obtaining the Discharge Documents,
as applicable; and

(i) any other expenses not expressly stipulated
herein as expenses to be paid by Seller.

9.6 Seller's Costs:

(a) the cost of the Survey;

(b) the charges for the preparation of the Title
Commitment, if any; and

(c) the attorney's fees of Seller's counsel in connection
with or relating to the transactions contemplated by this Contract;
and

(d) the Commission, as such term is defined in Section
10.I hereof.

9.7 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller as follows:

(a) Purchaser is not acquiring the Subject Properties
with the assets of an employee benefit plan, as defined in Section
3(3) of ERISA; and

(b) Purchaser has the full right, power and authority to
purchase the Subject Properties as provided in this Contract and to
carry out Purchaser's obligations hereunder, and all requisite action
necessary to authorize Purchaser to enter into this Contract and to
carry out its obligations hereunder have been, or by the Closing, will
have been taken.

9.8 Covenants of Purchaser. Purchaser hereby covenants with Seller
as follows:

- 27 -
34
(a) Purchaser shall not contact Manager regarding the
possible transfer of the Management Agreement to Purchaser without
first obtaining the prior written approval of Seller, and then only in
cooperation with Seller.

(b) Purchaser shall pay any and all transfer fees or
termination fees, if applicable, incurred in connection with the
transfer and/or termination of any of the Miscellaneous Contracts
(collectively, the "Transfer Fees"). Purchaser agrees to indemnify,
defend, save and hold harmless Seller, its successors and assigns,
against any and all claims, actions, suits, proceedings, costs,
expenses, damages or other liabilities, including attorneys' fees and
court costs, arising as a result of or with respect to Purchaser's
failure to (i) pay the Transfer Fees, or (ii) perform the duties and
obligations of Purchaser, as assignee of Seller, under the terms of
any of the Miscellaneous Contracts. Seller shall have the right to
require that Purchaser provide to Seller at Closing such security as
Seller may reasonably request (e.g. an escrow account maintained with
the Escrow Agent, a letter of credit, etc.) to insure that all
Transfer Fees, if any, are paid in a timely manner and that Purchaser,
as assignee of Seller, performs the duties and obligations of
Purchaser under the terms of the Miscellaneous Contracts.

(c) Purchaser shall consent to any amendments to the Bond
Documents which may be required to facilitate the Discharge and the
release of Deed to Secure Debt simultaneously.

(d) Purchaser shall have fully performed each and every
one of its obligations to be performed under this Contract and each of
the representations and warranties of Purchaser shall be true and
correct as of the Closing.

9.9 Possession. Possession of the Subject Properties shall be
delivered to Purchaser immediately following the Closing and the funding to
Seller of the Purchase Price, subject to the rights of any tenants lawfully in
possession under the Leases.

ARTICLE 10

REAL ESTATE COMMISSION

10.1 Commissions. Seller and Purchaser hereby covenant and agree
one with the other that no real estate commissions, finders' fees or brokers'
fees have been or will be incurred in connection with this Contract or the
transactions contemplated hereby, except as specified in this Section 10.1.
A commission ("Commission") in the amount set forth

- 28 -
35
in ITEM NO. 3 of the Cover Sheet shall be payable by Seller to the entity
identified in ITEM NO. 3 of the Cover Sheet at Closing, if and when Closing
occurs but not otherwise. Purchaser and Broker hereby agree to indemnify,
defend and hold Seller harmless, from and against any claims, causes of action
or liabilities, including, without limitation, reasonable attorneys' fees and
court costs, that may be incurred by Seller with respect to any claim for other
real estate commissions, brokers' fees or finders' fees relative to this
Contract or the sale of the Subject Properties arising out of the acts of
Purchaser or Broker, as applicable. Seller hereby agrees to indemnify, defend
and hold Purchaser harmless from and against any claims, causes of action or
liabilities, including, without limitation, reasonable attorneys' fees and
court costs, that may be incurred by Purchaser with respect to any claim for
real estate commissions, broker's fees or finders' fees relative to this
Contract or the sale of the Subject Properties arising out of the acts of
Seller. The provisions of Section 10.1 shall survive the Closing or
termination of this Contract.

10.2 Broker Indemnifications. By executing this Contract, Broker
agrees that if for any reason whatsoever (including, without limitation, the
act or default of the Purchaser or Seller hereunder or the unavailability or
uninsurability of the title to the Subject Properties) the Closing should not
occur or this Contract should be canceled or terminated by Seller or
Purchaser, then Seller shall be released and the Broker hereby releases Seller,
from any and all liability, claim or cause of action whatsoever, and the
Commission shall not be due or payable to Broker. The Commission, if any, shall
be the sole compensation paid to Broker. Broker shall not be entitled to
reimbursement for any expenses or any other obligations Broker incurs in
relation to or in connection with the performance of its services in relation
to this Contract. Upon payment of the Commission, if any, to Broker, Seller
shall have no further duty or obligation to Broker and payment of such
Commission, if any, by Seller shall release Seller as of such date from any and
all claims Broker may have against Seller relating to the Subject Properties
whether known or unknown and whether past, present or future. The provisions of
this Section 10.2 shall survive the Closing or termination of this Contract.

ARTICLE 11

REMEDIES OF DEFAULT

11.1 Termination Of Contract By Purchaser. If this Contract is
terminated by Purchaser in accordance with any one or more Sections hereof that
entitle Purchaser to terminate this Contract, then the Earnest Money shall be
returned to Purchaser by the Escrow Agent, and no party hereto shall have any
further obligations to any other

- 29 -
36
hereunder, except for Purchaser's obligations and liabilities under Section
6.1, 9.5(h) and Article 10 hereof and the Confidentiality Agreement.

11.2 Purchaser's Default. If the Purchaser fails or refuses to
consummate the purchase of the Subject Properties for any reason other than
Seller's failure to tender performance of Seller's obligations hereunder, or
termination of the Contract pursuant to a right granted to Purchaser hereunder
to do so, then the Earnest Money shall be paid to the Seller by the Escrow
Agent as liquidated damages. Such amount is agreed upon by and between Seller
and Purchaser as liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages and the uncertainty thereof; and no
other damages, rights or remedies, except as provided in Section 6.1, 9.5(h)
and Article 10 hereof and the Confidentiality Agreement, shall in any case be
collectible, enforceable or available to Seller, but Seller shall accept said
cash payments as Seller's total damages and relief. In the event Purchaser is
unable to obtain the Consents to Transfer or the Discharge Documents, as
applicable, as contemplated in Sections 2.2 and 2.3, respectively, then the
Earnest Money shall be delivered by Escrow Agent to Purchaser, and no party
hereto shall have any further obligations to any other hereunder, except for
Purchaser's obligations and liabilities under Section 6.1, 9.5(h) and Article
10 hereof and the Confidentiality Agreement.

11.3 Seller's Default. In the event of Seller's default hereunder,
this Contract shall be terminated, the Earnest Money shall be returned to
Purchaser by the Escrow Agent and the sum of SEVENTY-FIVE THOUSAND AND NO/100
DOLLARS ($75,000.00) shall be paid to Purchaser by Seller as liquidated
damages. Such amount is agreed upon by and between Seller and Purchaser as
liquidated damages due to the difficulty and inconvenience of ascertaining and
measuring actual damages and the uncertainty thereof; and no other damages,
rights or remedies shall in any case be collectible, enforceable or available
to Purchaser, but Purchaser shall accept said cash payment as Purchaser's total
damages and relief.

It is expressly understood and agreed that except for the remedy
expressly set forth in this Section 11.3, Purchaser shall have no right, and by
its execution hereof, hereby waives and negates the right, to pursue
enforcement of specific performance of the obligations of Seller under this
Contract or to exercise any other remedies at law or in equity.

- 30 -
37
ARTICLE 12

MISCELLANEOUS

12.1 Notices. All notices, demands, consents, or other
communications of any type (collectively "Notices") given by Seller to
Purchaser or by Purchaser to Seller, whether required by this Contract or in
any way related to any of the transactions contracted for herein, shall be void
and of no effect unless given in accordance with the provisions of this Section
12.1. All notices shall be in writing and shall be delivered to the person to
whom the notice is directed, either in person or by United States Mail, as a
registered or certified item, return receipt requested. Notices may also be
sent by facsimile transmission ("fax") or overnight mail; provided, however, if
sent by fax, such notice shall be deemed received only on the date of written
confirmed receipt by the other party of all legible copies of all pages of the
fax sent. Notices delivered by mail or overnight mail shall be effective when
deposited in a post office or other proper depository, as the case may be,
under the care or custody of the United States Postal Service or other carrier,
as the case may be, enclosed in a wrapper with the proper postage affixed and
addressed, if to the Purchaser, as follows:

[AT THE ADDRESS SPECIFIED IN ITEM NO. 1 OF THE COVER SHEET]

with a copy to: [PURCHASER'S COUNSEL AT THE ADDRESS SPECIFIED IN ITEM NO. 4 OF
THE COVER SHEET]

and addressed, if to the Seller, as follows:

Ms. Yvonne M. Compitello
Senior Vice President
c/o MBL Life Assurance Corporation
Real Estate Investment Division
520 Broad Street
Newark, New Jersey 07102-3111
Tel: (201) 481-8615
Fax: (201) 268-4332

- 31 -
38
with a copy to: Mary Ann Maurer, Esq.
c/o MBL Life Assurance Corporation
Law Department
520 Broad Street
Newark, New Jersey 07102-3111
Tel: (201) 481-8336
Fax: (201) 268-4335

with a copy to: Phyllis Pattillo Stephenson, Esq.
Meredith, Donnell & Abernathy
800 N. Shoreline, Suite 1500 - North Tower
Corpus Christi, Texas 78401
Tel: (512) 866-8158
Fax: (512) 880-5717

Any party hereto may change the address or contact for notice specified above
by giving the other party ten (10) days advance written notice of such change
of address or contact.

12.2 Effective Date. This Contract may be executed in multiple
counterparts on the respective dates set forth below, each of which shall
constitute an original, but which together shall constitute but one Contract.
Execution by Purchaser hereof shall constitute an offer by Purchaser to Seller
to purchase the Subject Properties for the price and on and subject to the
terms and conditions herein set forth, which offer shall automatically
terminate and be of no force or effect unless Seller shall execute and return
to Purchaser one (1) fully executed counterpart of this Contract within ten
(10) business days after Seller's receipt of the Contract. Notwithstanding the
above and Article 3 hereof, the date of execution hereof by Seller shall be the
effective date of this Contract (the "Effective Date"), and Seller shall send
to Purchaser by facsimile transmission on the Effective Date Seller's signature
page of this Contract.

12.3 Assignment. This Contract is freely assignable by Seller. This
Contract may not be assigned by Purchaser.

[THIS PARAGRAPH IS APPLICABLE TO A CASH PURCHASE PRICE ONLY.] This
Contract is freely assignable by Seller. This Contract may be assigned by
Purchaser without Seller's prior consent; provided. however that
notwithstanding any such assignment, Purchaser shall not be released from its
obligations hereunder.

- 32 -
39
12.4 Laws. This Contract shall be construed and interpreted in
accordance with the laws of the State of Georgia, and the obligations of the
parties hereto are and shall be performable in the county wherein the Subject
Properties are located. Where required for proper interpretation, words in the
singular shall include the plural; the masculine gender shall include the
neuter and feminine, and vice versa.

12.5 Modification. This Contract may not be modified or amended,
except by an agreement in writing signed by Seller and Purchaser. Seller and
Purchaser may waive any of the conditions contained herein or any of the
obligations of the other hereunder, but any such waiver shall be effective only
if in writing and signed by the party waiving such conditions or obligations.

12.6 Authority. Each person executing this Contract warrants and
represents that he is fully authorized to do so.

12.7 Times And Dates. Time is of the essence of this Contract and
all times and dates shall be in accordance with Newark, New Jersey Time.

12.8 Descriptive Headings. The descriptive headings of the several
Articles, Sections and paragraphs contained in this Contract are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

12.9 Entire Contract. This Contract, including the Exhibits hereto
and the Submission Items, constitutes the entire agreement among the parties,
whether written or oral, pertaining to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings of the parties in
connection therewith. No representation, warranty, covenant, agreement or
condition not expressed in this Contract shall be binding upon the parties
hereto or shall affect or be effective to interpret, change or restrict the
provisions of this Contract unless the parties have complied with the terms of
Section 12.5 hereof.

12.10 Construction. This Contract shall not be construed more
strongly against any party regardless of who was more responsible for its
preparation.

12.11 Non-recordable. This Contract, a memorandum of this Contract,
an interest in ownership of the Subject Properties or any other document that
would constitute an exception to Seller's title shall not be recorded and the
provisions hereof shall not constitute a lien on the Subject Properties.
Purchaser hereby appoints Seller as Purchaser's true and lawful
attorney-in-fact, coupled with an interest, for the purposes of the execution

- 33 -
40
of any documents and doing any acts as shall be necessary to effect the
discharge of the recording of this Contract or any other exception to the Title
Commitment or any update thereof.

12.12 Third-Party Beneficiary. It is specifically understood and
agreed that (i) no person or other entity shall be a third-party beneficiary
hereunder; (ii) none of the provisions of this Contract shall be for the
benefit of or be enforceable by anyone other than the parties hereto; and (iii)
only the parties hereto shall have any rights hereunder.

12.13 Legal Relationship. Nothing herein shall be construed as to
constitute or establish any type of joint venture, partnership, or any other
type of legal relationship between the parties other than the vendor-vendee
relationship established hereby between Seller and Purchaser.

12.14 Contemplation of Closing. If Purchaser closes the sale
contemplated herein, Purchaser shall be conclusively deemed to have waived any
breach or default by Seller of any covenant, representation or warranty under
this Contract existing as of the Closing Date but not thereafter (but not
under any of the documents executed at Closing that shall thereafter continue
to be effective in accordance with their terms).

12.15 Return of Documents. Upon termination of this Contract for
any reason by Purchaser or Seller, Purchaser shall have the obligation to
return to Seller all documents and copies thereof (including the Survey)
received by Purchaser and any other information or documentation resulting from
Purchaser's inspections, with the exception of internally prepared memoranda or
work product. Neither Seller nor the Escrow Agent shall have any obligation to
return the last Five Thousand and No/100 Dollars ($5,000.00) of the Earnest
Money to Purchaser upon any permitted termination of this Contract by Purchaser
until all of such documents and copies thereof (including the Survey) received
by Purchaser have been returned to Seller.

12.16 Security for Unpaid Accounts. Any contents of safe deposits,
baggage or other property of departed guests held by Seller as security for
unpaid accounts receivable shall be removed by Seller on or before the Closing
Date.

12.17 Completion of Documents. Purchaser understands and agrees that
the forms of closing documents which are attached as exhibits hereto may have
to be modified in order to be made appropriate for the transaction contemplated
herein. It is anticipated by the parties that such modifications will consist
of inserting appropriate information in the blanks contained in the forms of
closing documents attached as exhibits hereto.

- 34 -
41
Purchaser agrees that Seller may make such reasonable changes to the closing
documents as are appropriate to reflect the transaction contemplated hereby and
as may be required by the Authority or the Trustee.

12.18 Effect of Holidays. In the event any date specified or
computed under this Contract for the performance of an obligation by either
Seller or Purchaser, or for the occurrence of any event provided for herein,
shall be a Saturday, Sunday or "recognized holiday" (defined for purposes
hereof as any holiday observed by national banks in Newark, New Jersey, then
the date for such performance or occurrence shall automatically be extended to
the next calendar day which is not a Saturday, Sunday or recognized holiday.

12.19 Survival. Various provisions of this Contract which are not
required to be performed by Purchaser on or prior to the Closing Date but which
are identified as provisions to survive Closing shall continue to be effective
and enforceable against Purchaser after the Closing Date.

12.20 Exhibits. The following Exhibits attached hereto shall be
deemed to be an integral part of this Contract:

(a) EXHIBIT A - Legal Description of the Real Property

(b) EXHIBIT B - Leases

(d) EXHIBIT D - Limited Warranty Deed

(e) EXHIBIT E - Blanket Conveyance, Bill of Sale and Assignment

(f) EXHIBIT F - Closing Memorandum and Indemnification Agreement

(g) EXHIBIT G - Letter to Tenant

(h) EXHIBIT H - Foreign Investment in Real Property Tax Act
Affidavit

(i) EXHIBIT I - Erisa Statement

(j) EXHIBIT J - Letter Agreement and Form of Forbearance Agreement

- 35 -
42
(k) EXHIBIT K - Form of Assumption Agreement

(l) EXHIBIT L - Forms of Releases

EXECUTED on this 16 day of February 1996, by Purchaser.

WYNDHAM HOTEL COMPANY, LTD., a
Texas limited partnership

By: /s/ ANNE RAYMOND
-----------------------------------
Name: Anne Raymond
------------------------------
Title: Chief Financial Officer
------------------------------

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

EXECUTED on this 5th day of March 1996, by Seller.

OVERLOOK VININGS INN AND
CONFERENCE CENTER ASSOCIATES,
LTD., a Georgia limited partnership

By: Metro IRB, Inc., General Partner

By: /s/ MICHAEL S. RYAN
-----------------------------------
Name: Michael S. Ryan
-----------------------------
Title: President
-----------------------------

[SIGNATURES OF ESCROW AGENT AND BROKER FOLLOW ON PAGE 37]

- 36 -
43
The Escrow Agent acknowledges receipt of a fully executed counterpart
of this Contract and the Earnest Money in the amount of $1,250,000.00 on this
6th day of March, 1996. By its execution of this Contract below, the Escrow
Agent agrees to be bound by the terms hereof to the extent that the Contract
imposes duties upon the Escrow Agent.

SCHAAF & HODGES

By: /s/ MICHAEL L. SCHAAF
-------------------------------
Name: Michael L. Schaaf
--------------------------
Title: Partner
--------------------------

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

Broker executes this Contract solely for the purpose of confirming and agreeing
to the terms of Article 10 hereof.

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

By:
--------------------------------
Name:
---------------------------
Title:
--------------------------

- 37 -
44

EXHIBIT "F"
CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT

[Consisting of 4 pages and follows this page]
45
CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT

THIS CLOSING MEMORANDUM AND INDEMNIFICATION AGREEMENT (this "Agreement")
is entered into to be effective as of ____________________, 199___ (the
"Closing Date"), by and between Overlook Vinings Inn and Conference Center
Associates, Ltd., a Georgia limited partnership ("Seller"), and
______________________________________, a _______________________ ("Purchaser").

In connection with and in consideration of the closing ("Closing") of the
transaction contemplated under that certain Sale and Purchase Agreement (the
"Contract") dated effective as of __________________________, 199___, by and
between Seller and Purchaser, covering that certain property (the "Property")
located in Cobb County, Georgia, commonly known as The Wyndham Garden Hotel,
2857 Paces Ferry Road, Atlanta, Georgia 30339, and more particularly described
in the Contract, Seller and Purchaser hereby agree as follows:

1. Defined Terms. Unless specifically defined herein, all terms used
herein shall have the same meaning ascribed to such terms in the Contract.

2. Proration Date. All prorations have been made as of 12:01 a.m.,
according to the time zone in which the Property is located, on the Closing
Date.

3. Operating Expenses. Except as otherwise herein provided, any and
all costs and expenses relating to the operation, management or ownership of
the Property for the period prior to the Closing Date, including, but not
limited to, accounts and payments under service contracts and utility charges,
are the responsibility of Seller and will be paid by Seller promptly upon
receipt of billing therefor. Any and all costs and expenses relating to the
operation, management or ownership of the Property for the period from and
after the Closing Date (including the Closing Date), including, but not limited
to, accounts and payments under the Miscellaneous Contracts (including, without
limitation, all transfer or termination fees, if any, required to be paid under
the terms thereof) and utility charges, are the responsibility of Purchaser and
will be paid by Purchaser promptly upon receipt of billing therefor, and
Purchaser hereby holds Seller harmless with respect to same and agrees to
indemnify Seller from any loss, liability or claim, including without
limitation, reasonable attorneys' fees and court costs, relating to same. To
the extent not reflected in the closing statements (the "Closing Statements")
evidencing the transaction contemplated under the Contract, Purchaser and
Seller agree to adjust between themselves outside of Closing any amounts which
are the responsibility of the other pursuant to this paragraph.

4. Real Estate Taxes: Fees to Tax Representative. The 199___ real
property ad valorem taxes with respect to the Property shall be paid by
Purchaser prior to their
46
becoming delinquent, with Seller being charged at Closing an amount equal to
that portion of such taxes which relate to the period before the Closing Date.
Such prorations shall be based upon the best available information at the time
if the 199__ taxes have not yet been assessed at the time of Closing. To the
extent that the actual taxes for the current year differ from the amount so
apportioned at Closing, the parties hereto shall make all necessary adjustments
by appropriate payments between themselves following the Closing. Further,
Purchaser shall be charged at Closing with the fees paid or payable to Seller's
tax representative for the purpose of reducing such real property ad valorem
taxes in an amount equal to that portion of such fees which relate to calendar
199__ from and after the Closing Date, which fees shall be prorated at Closing,
as herein provided.

5. Room Charges. As of 12:01 a.m. on the Closing Date, Seller has
compiled a listing of all Guest Ledger Accounts indicating that such accounts
total $_______________ and has compiled a listing of all City Ledger Accounts
indicating that such accounts total $______________. Seller shall retain
ownership of the Guest Ledger Accounts and the City Ledger Accounts; provided,
however, any funds collected pursuant to the Guest Ledger Accounts which are in
payment for occupancy on the Closing Date shall be the property of Purchaser
("Closing Date Revenues") and Seller shall remit same to Purchaser upon
Seller's receipt thereof. Purchaser shall make a good faith effort after the
Closing to collect all Guest Ledger Accounts and City Ledger Accounts in the
usual course of Purchaser's operation of the Property, but Purchaser shall not
be obligated to institute any lawsuit or other collection procedures to collect
such accounts. In the event that after Closing Purchaser receives payment of
any of the Guest Ledger Accounts or City Ledger Accounts, Purchaser shall
promptly remit such payment to Seller; provided Purchaser may retain the
Closing Date Revenues.

6. Other Income. The provisions of this paragraph shall control the
allocation of income from the Property other than Guest Ledger Accounts and
City Ledger Accounts addressed in paragraph 4 hereof. As of the Closing Date,
Seller has collected tenant rent and other income for the month of
___________________ in the amount of $____________. Seller shall pay to
Purchaser Purchaser's pro rata share of any delinquent or unpaid rents and
other income which are paid to Seller after Closing and which relate to the
period from and after the Closing Date, and Purchaser shall pay to Seller,
Seller's pro rata share of said delinquent or unpaid rents and other income
which are paid to Purchaser and which relate to the period prior to the Closing
Date. Purchaser will make a good faith effort after the Closing to collect all
delinquent or unpaid rents and other income in the usual course of Purchaser's
operation of the Property, but Purchaser will not be obligated to institute any
lawsuit or other collection procedures to collect delinquent rents.

7. Periodic Accounting. On the fifth (5th) day of each calendar month
beginning with the first (1st) full calendar month following Closing and ending
with the
47
sixth (6th) full calendar month following Closing, Purchaser shall send to
Seller an accounting of the accounts receivable with respect to the Property
which existed as of the Closing Date, including specifically, without
limitation, the Guest Ledger Accounts and the City Ledger Accounts, showing
whether Seller has received payment of such accounts receivable, the
outstanding balance thereof, and the age of such accounts receivable.

8. Brokerage Commission. Seller and Purchaser acknowledge the payment
by Seller of a brokerage commission to _______________________________________.
Seller and Purchaser each hereby indemnify and agree to hold the other harmless
from and against any and all loss, cost, or expense (including reasonable
attorneys' fees and expenses) resulting from any other claim for any fee,
commission, or similar payment by any broker, agent, finder, or salesman as a
result of any action of Seller or Purchaser, respectively, related to the
origination, negotiation, or consummation of the transaction contemplated under
the Contract.

9. Errors or Omissions. Seller and Purchaser agree to adjust
between themselves after Closing any errors or omissions in the prorations or
adjustments set forth in the Closing Statements.

10. Survival. This Contract and the agreements and the provisions
contained herein shall survive Closing and the execution and delivery of any
documents in connection therewith.

EXECUTED effective as of the day and year first above written.

SELLER:

OVERLOOK VININGS INN AND
CONFERENCE CENTER ASSOCIATES,
LTD., a Georgia limited partnership

By: Metro IRB, Inc., General Partner

By:
----------------------------
Name:
-----------------------
Title:
----------------------
48
PURCHASER:

. a
---------------------- ----------------

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

By:
---------------------------------------
Name:
---------------------------------
Title:
---------------------------------
49

EXHIBIT "J"

LETTER AGREEMENT AND
FORM OF FORBEARANCE AGREEMENT

[Consisting of 23 pages and follows this page]
50
[NATIONSBANK LETTERHEAD]

October 30, 1995

VIA FACSIMILE AND
FIRST CLASS U.S. MAIL

Mr. Mark Mahony
Senior Vice President
Metro IRB, Inc.
520 Broad Street
Newark, New Jersey 07102

Re: Wyndham Gardens Hotel-Vinings (the "Property")/
$9,675,000 Development Authority of Cobb County Industrial
Development Revenue Bonds (Overlook Inn Project), Series
1985 (the "Bonds")

Dear Mark:

This letter of intent supersedes our letter to you dated August 2, 1995,
regarding a proposed forbearance arrangement with respect to the Property.

As we have previously indicated, NationsBank of Georgia, National Association,
as trustee for holders of the Bonds (the "Trustee"), would be willing to
support a supplemental indenture of the type you suggest, providing for the
ability to purchase Bonds in lieu of payment or redemption at a purchase price
of par plus accrued interest, subject to review and approval of the definitive
supplemental indenture by the Trustee and our counsel, and receipt of an
opinion of bond counsel, in form and substance satisfactory to us. In addition
to stating that the supplemental indenture is authorized or permitted under the
Indenture and that all conditions precedent to the effectiveness of the
supplement have been satisfied, that opinion would need to confirm that the
supplemental indenture (after taking into account any transfer of the Property
and the implementation of the forbearance arrangement discussed below, as well
as other applicable factors) would not cause interest on the Bonds to become
includable in the gross income of recipients thereof for federal income tax
purposes.

With regard to your request for a forbearance agreement, and subject to the
caveats noted below, the Trustee is agreeable in principle to entering into a
forbearance agreement in the form attached to this letter as Annex A (the
"Forbearance Agreement"),

51
Letter to Mr. Mahony
October 30, 1995
Page 2

contemporaneously with the execution and delivery of the Purchase Contract (as
that term is defined in the Forbearance Agreement) by all parties thereto.

Although it is our position that the Trustee does not need Bondholder consent
in order to enter into the Forbearance Agreement, we intent to advise the
Bondholders of our plans to do so. Our ultimate willingness to execute and
deliver the Forbearance Agreement may be subject to the absence of objections
or contrary instructions from the Bondholders. Accordingly, this letter merely
constitutes an agreement in principle, and no forbearance arrangement shall
become effective against the Trustee unless and until (a) the Forbearance
Agreement has been executed and delivered by all parties thereto and (b) all
other conditions stated therein to the effectiveness thereof have been
satisfied.

Please acknowledge the foregoing by executing the enclosed counterpart of this
letter on behalf of the owner of the Property and returning it to me as soon
as possible.

Very truly yours,

John S. Hiott
Vice President

ACCEPTED AND AGREED TO IN
PRINCIPLE:

OVERLOOK VININGS INN AND CONFERENCE
CENTER ASSOCIATES, LTD.

By: /s/ METRO IRB, INC. ,
-----------------------------
as general partner

By: /s/ MARK MAHONY
-------------------------
Name: Mark Mahony
Title: Sr. Vice President

52
Letter to Mr. Mahony
October 30, 1995
Page 3

cc: Ronald D. Stallings, Esq.
Robert C. Lewinson, Esq.
Brant Baber, Esq.
Mr. Frank Lively
53
Draft #5
(PGF&M Draft #4)
10/19/95

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this "Agreement") is made as of _________,
199_ by and among NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, a national
banking association (formerly known as The Citizens and Southern National
Bank), as Trustee (in such capacity, the "Trustee") under the Indenture
hereinafter referred to, OVERLOOK VININGS INN AND CONFERENCE CENTER ASSOCIATES,
LTD., a Georgia limited partnership (together with its permitted successors and
assigns hereunder, the "Developer"), and MUTUAL BENEFIT LIFE INSURANCE COMPANY,
IN LIQUIDATION, a mutual insurance company of New Jersey (the "Guarantor").

RECITALS

WHEREAS, Development Authority of Cobb County, a public body corporate
and politic (the "Authority"), and the Developer entered into a Loan Agreement,
dated as of October 1, 1985 (the "Loan Agreement"), whereby the Authority
loaned to the Developer proceeds of the Authority's $9,675,000 Industrial
Development Revenue Bonds, 1985 Series (Overlook Inn Project) (the "Bonds"),
for the purpose of providing construction and permanent financing for a hotel
and conference center development located within Cobb County, Georgia, now
known as the Wyndham Gardens Hotel-Vinings (the "Development"), which loan was
further evidenced by a certain Note, dated October 1, 1985 (the "Note"), in the
original principal amount of $9,675,000, made by the Developer payable to the
order of the Authority; and

WHEREAS, the Bonds were issued by the Authority pursuant to a Trust
Indenture, dated as of October 1, 1985 (the "Indenture"), between the Authority
and the Trustee; and

WHEREAS, the Developer's obligations under the Loan Agreement and the
Note were secured by (i) a certain Guaranty Agreement, dated as of October 1,
1985 (the "Guaranty"), made by The Mutual Benefit Life Insurance Company
("MBL") for the benefit of the Authority, and (ii) a certain Deed to Secure
Debt and Security Agreement, dated as of October 1, 1985 (the "Deed to Secure
Debt"), made by and among the Developer, the Authority, MBL and the Trustee;
and

WHEREAS, under the terms of the Indenture, the Authority pledged and
assigned to the Trustee, inter alia, all of the Authority's rights under (a)
the Loan Agreement (except for certain rights to notice and payment expressly
reserved by the

54
Authority as more particularly set forth in the Indenture), and (b) the Note,
the Guaranty and the Deed to Secure Debt (the Indenture, the Loan Agreement,
the Note and the Deed to Secure Debt are sometimes referred to as the "Bond
Documents"); and

WHEREAS, on July 16, 1991, the Guarantor was placed in a rehabilitation
proceeding captioned In the Matter of the Rehabilitation of Mutual Benefit Life
Insurance Company, General Equity Part, Docket No. C-91-00109 (the
"Rehabilitation Proceedings"), in the Superior Court of New Jersey, Chancery
Division-Mercer County (the "Rehabilitation Court"), and the Guarantor is the
successor of MBL; and

WHEREAS, the Guarantor is now being operated by a rehabilitator
operating under the supervision of the Rehabilitation Court; and

WHEREAS, pursuant to the terms of the Bond Documents, upon the
commencement of the Rehabilitation Proceedings (i) the Trustee gave notice to
the Developer to provide Alternate Security (as defined in the Indenture) for
the Guaranty, which the Developer was unable to do, (ii) pursuant to the
Indenture, the Trustee called all of the Bonds for redemption and made demand
of the Guarantor that it pay the redemption price of the Bonds, which the
Guarantor failed to do, and (iii) the Trustee made demand upon the Developer
for payment sufficient to pay the full principal of and interest on the Bonds,
which demand has not been satisfied, thus resulting in the occurrence of Events
of Default under the Indenture (collectively, the "Existing Events of
Default"); and

WHEREAS, notwithstanding the continuation of the Existing Events of
Default, to the date of this Agreement, the Developer has continued to provide
the Trustee with sufficient funds to pay semiannual interest on the Bonds on or
before the applicable interest payment dates and to build an unexpended fund
balance under the Indenture (i.e., the "Accumulated Excess Funds", as that term
is defined in Section 1(e) hereof); and

WHEREAS, under the terms of certain orders entered in the
Rehabilitation Proceedings (the validity of which orders are currently being
contested by the Trustee), the Trustee has been restrained and enjoined from
exercising the various remedies available to it under the Bond Documents by
reason of the Existing Events of Default (collectively, the "Restraining
Orders"); and

WHEREAS, in conjunction with the Developer's efforts to market the
Development for sale, the Developer has required that

-2-
55
the Trustee enter into a forbearance agreement in order to assure that no
remedial action would be taken with respect to the Existing Events of Default
during the applicable forbearance period, thereby providing the purchaser of
the Development with time to either provide Alternate Security (as that term is
defined in the Loan Agreement) for the Bonds or to otherwise purchase,
restructure or refund the Bonds, and the Trustee has agreed in principle to do
so, subject to and in accordance with the terms and conditions of that certain
letter dated October __, 1995, from the Trustee to the Developer, and accepted
on behalf of the Developer and the Guarantor on October __, 1995 (the "Letter
Agreement"); and

WHEREAS, the Developer has entered into that certain [TITLE OF PURCHASE
AND SALE CONTRACT] dated __________, 199__ (the "Purchase Contract") with [NAME
OF PURCHASER], a __________________ (the "Purchaser"), pursuant to which the
Developer has agreed to sell the Development to the Purchaser, and the
Purchaser has agreed to purchase the Development from the Developer, in
connection with which the Purchaser has agreed to assume the Developer's
obligations under the bond Documents upon the condition, among others, that the
Trustee enter into this Agreement; and

WHEREAS, the Trustee considers it to be in the best interest of the
holders of the Bonds (the "Bondholders") for the Trustee to enter into this
Agreement, and the Trustee has not received instructions from the requisite
percentage of Bondholders to do otherwise;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the
context otherwise requires, all capitalized terms used in this Agreement shall
have the meanings ascribed to them in the Indenture.

SECTION 2. ACKNOWLEDGMENTS BY THE DEVELOPER.

(a) As of the Effective Date (as that term is defined in
Section 23 hereof), the Bonds have a due, but unpaid, principal balance of
$9,675,000 and accrued interest thereon has been paid to but not including [THE
INTEREST PAYMENT DATE NEXT PRECEDING THE EFFECTIVE DATE, OR IF THE EFFECTIVE
DATE IS AN INTEREST PAYMENT DATE, THEN THE EFFECTIVE DATE].

-3-
56
(b) The Developer and the Guarantor acknowledge that the Existing
Events of Default have occurred and continue under the Loan Agreement and the
other Bond Documents by reason of, among other things, failure of the Developer
to provide Alternate Security for the Guaranty and failure of the Guarantor and
the Developer to pay the Bonds in full upon the call for redemption, resulting
in the entire principal amount of the Bonds being immediately due and payable.

(c) The Developer is not aware of any facts or circumstances which
would cause the Bond Documents not to continue to be the legal, valid and
binding obligations of the Developer, enforceable against the Developer in
accordance with their respective terms.

(d) The Developer is not aware of any facts or circumstances which
would cause the liens and security interests heretofore granted by the
Developer to the Authority or the Trustee with respect to the Development and
the other property subject to the lien and security interests granted under
the Deed to Secure Debt and the proceeds thereof not to be duly perfected first
priority liens and security interests, subject only to the exceptions set forth
on Exhibit C to the Deed to Secure Debt, and except that the Developer makes no
representation as to the perfection of any security interest in rents granted
under the Deed to Secure Debt.

(e) The Developer acknowledges and agrees that the Trustee shall be
entitled to retain and hold pursuant to the terms of the Indenture all sums now
or hereafter held by it and representing the excess of (i) payments made by the
Developer to the Trustee under the Note over (ii) the portion of such payments
applied by the Trustee to interest payments on the Bonds and fees and expenses
incurred by the Trustee (including, without limitation, legal fees and expenses
and the fees and expenses of other consultants and agents) (together with
earnings thereon, "Accumulated Excess Funds"), subject to the provisions of
Section 8 hereof.

SECTION 3. TERMS OF FORBEARANCE.

(a) Agreement to Forbear. As long as each of the conditions to the
obligation of the Trustee to forbear specified with respect to each Forbearance
Period described below, and each of the "Forbearance Conditions" (as that term
is defined in Section 4 hereof), which shall be conditions to the obligation of
the Trustee to forbear throughout the term of this Agreement, is and remains
satisfied, as determined by the Trustee in its reasonable discretion, the
Trustee agrees that it will not,

-4-
57
during each of the Forbearance Periods described below, exercise any default
remedy available to the Trustee under the Bond Documents during the period from
the Effective Date through the ending date of each such Forbearance Period.
This Agreement shall terminate on the earliest to occur of (i) __________,
199___ [the earlier to occur of (A) the date which is 15 months after the
Effective Date or (B) September 30, 1997], (ii) the first day on which no
Forbearance Period shall be in effect hereunder (whether due to the failure of
the Developer to satisfy a condition to the commencement of a subsequent
Forbearance Period, or otherwise) or (iii) the date on which this Agreement
shall be terminated as a result of the breach hereof by the Developer, or by
mutual agreement of the parties. Neither this Agreement nor the Trustee's
agreement to forbear shall be deemed a waiver of or consent to any of the
Existing Events of Default or any other breach, violation or default now
existing or hereafter occurring under any of the Bond Documents.

(b) Forbearance Periods. This Agreement contemplates separate and
sequential forbearance periods (each such period being herein referred to as a
"Forbearance Period") as described below:

(i) The Trustee will forbear in accordance with Section 3(a)
above for a period (the "Initial Forbearance Period") from the Effective
Date through and including _________________, 199____ [the earlier of
(A) the date on which the Purchaser consummates its acquisition of the
Development and assumes the Developer's obligations under the Bond
Documents pursuant to the Purchase Contract or (B) the first Business
Day which is at least 90 days after the Effective Date] (the "Initial
Forbearance Expiration Date"), provided that each of the following
conditions is met:

(1) On or before the Effective Date, the Developer shall
pay to the Trustee an amount equal to the product of (A) the
semiannual interest payment coming due on the Bonds on the
Interest Payment Date next succeeding the Effective Date,
multiplied by (B) a fraction, the numerator of which shall be
the number of whole calendar months which shall have passed
since the Interest Payment Date next preceding the Effective
Date, and the denominator of which shall be six (6), for credit
to the amount required to be paid under the terms of the Loan
Agreement for deposit in the Revenue Fund under the Indenture
with respect to the Interest Payment Date referred to in clause
(A) of this paragraph.

-5-
58
(2) On the first day of the first calendar month next
succeeding the Effective Date, and on the first day of each
calendar month thereafter during the Initial Forbearance Period
(and each subsequent Forbearance Period, if any), the Developer
shall pay to the Trustee an amount (the "Monthly Payment") equal
to one-twelfth (1/12) of an amount equal to the product of (A)
the principal amount of the Bonds then outstanding and (B) seven
and five-eighths percent (7.625%) per annum--being the original
coupon rate on the Bonds--based on a 360-day year consisting of
twelve (12) months of thirty (30) days each, for deposit in the
Revenue Fund under the Indenture. A portion of each Monthly
Payment equal to one-twelfth (1/12) of an amount equal to the
product of (Y) the principal amount of the Bonds then
outstanding and (Z) five and seventy-two one hundredths percent
(5.72%) per annum, based on a 360-day year consisting of twelve
(12) months of thirty days each--the current coupon rate on the
Bonds--shall be credited against the Developer's obligations
under the Loan Agreement to provide the Trustee with funds to
pay interest on the Bonds. The balance of each Monthly Payment
shall be treated as Accumulated Excess Funds. No credit shall be
given against any other payments described in paragraphs (3) and
(4) below, or in Section 4(d)(ii) or 4(d)(iii) hereof for
Accumulated Excess Funds on hand with the Trustee.

(3) On or before the Effective Date, the Developer shall
establish a fund or reserve (the "Tax and Insurance Reserve")
with the Trustee for the payment of all insurance premiums,
taxes, and assessments against or affecting the Development and
shall make the initial deposit therein, as contemplated in
Section 4(d)(ii) hereof.

(4) On or before the Effective Date, the Developer shall
establish a fund or reserve (the "Repair and Replacement
Reserve") with the Trustee to provide funds for the payment of
"Repairs and Replacements" (as that term is defined in Section
4(d)(iii) hereinbelow) and shall make the initial deposit
therein, as contemplated in said Section.

(5) The Developer shall not be in violation of any of
the Forbearance Conditions.

-6-
59
(ii) The Trustee agrees to forbear as provided in Section 3(a)
hereof for another Forbearance Period beginning on the Initial
Forbearance Expiration Date and continuing until _____________, 199__
[the same date as is specified in Section 3(a)], provided that each of
the following conditions precedent shall have been (and in the case of
paragraphs (2) and (3), shall continue to be) satisfied:

(1) On or before the Initial Forbearance Expiration
Date, (A) the transfer of the Development to the Purchaser shall
have been consummated in accordance with Section 6 hereof, and
(B) the Guarantor shall have released its interest under the
Deed to Secure Debt as contemplated in Section 9(c) hereof.

(2) On or before the first Business Day of each
calendar month, the Developer shall pay the Monthly Payment to
the Trustee, in the manner and for the purposes specified in
Section 3(b)(i)(2) hereof.

(3) The Developer shall not be in violation of any of
the Forbearance Conditions.

SECTION 4. Conditions to Forbearance. The following conditions
(collectively, the "Forbearance Conditions") shall constitute Forbearance
Conditions in each of the Forbearance Periods, the continued satisfaction of
each of which, as determined by the Trustee in its reasonable discretion,
shall be a condition to the agreement of the Trustee to standby and forbear as
set forth in Section 3(a) above.

(a) The Developer shall duly and punctually observe, perform and
discharge each and every obligation and covenant on its part to be performed
under this Agreement.

(b) From and after the date hereof, there shall occur or exist no
new or additional default or event of default by the Developer under the Bond
Documents or any new or additional breach, violation, default or event of
default by the Developer under any of the other Bond Documents, except the
following:

(i) any default arising solely as a result of the financial
condition or Rehabilitation Proceedings of the Guarantor;

(ii) failure of the Developer to pay the redemption price of
the Bonds pursuant to the Loan Agreement;

-7-
60
(iii) any default by reason of the failure of the Guarantor to
make payments due under the Guaranty; and

(iv) failure to provide Alternate Security under the Bond
Documents.

(c) It is the express intent of the parties hereto that, from and after
the date of transfer of the Development to the Purchaser, the right of the
Trustee to exercise remedies under the Bond Documents by reason of any of the
Existing Events of Default or any new Events of Default shall not be affected
or constrained by any order heretofore or hereafter entered in the
Rehabilitation Proceedings (but shall in any event be subject to the
provisions of this Agreement). To that end, the Developer or the Guarantor, or
either of them, shall cause the Restraining Orders to be lifted with respect
to the Development and the Trustee no later than the date on which the
Purchaser consummates its acquisition of the Development, and neither the
Developer nor the Guarantor nor any affiliate thereof shall take any action (or
give financial or other support to any other person or entity in
connection with taking any action) seeking to have the Restraining Orders
re-imposed with respect to the Development or the Trustee or to have other
restraining orders of similar effect imposed on the Development or the Trustee.
The agreements contained in the immediately preceding sentence shall survive
the termination of this Agreement until the Bonds have been paid in full and
the Deed to Secure Debt has been cancelled.

(d) the Developer shall observe each of the following additional
covenants:

(i) The Developer shall make timely payments to the Trustee of
all amounts payable by the Developer under the terms of the Bond
Documents (other than payments with respect to the principal of the
Bonds), including, without limitation, amounts necessary to pay
accrued interest on the Bonds on each Interest Payment Date.

(ii) On the Effective Date and monthly thereafter with each
interest payment due to the Trustee in accordance with the preceding
Sections 3(b)(i)(2) and 3(b)(ii)(2), or as otherwise directed by
the Trustee, the Developer shall pay to the Trustee a sum equal to the
premiums that will next become due and payable on the hazard insurance
policies covering the Development, or any part thereof, plus taxes and
assessments next due on the Development, or any part thereof, as
estimated by the Trustee, less all sums paid previously to the Trustee
for such purpose and not theretofore disbursed from the Tax and
Insurance Reserve,

-8-
61
divided by the number of payments to be made before the date which is one month
prior to the date when such premiums, taxes and assessments will become
delinquent. Such sums shall be held by the Trustee in a separate escrow account
(which the Trustee shall invest, at the direction of the Developer, in
interest-bearing accounts or other investments permitted under Article VII of
the Indenture, in the same manner and to the same extent as other funds held
by the Trustee are to be invested under the terms of the Indenture), for the
purpose of paying such premiums, taxes and assessments, and upon the written
request of the Developer, the Trustee shall make such monies available to the
Developer for such purposes. The Trustee shall make such monies available in the
form of one or more checks payable to the payee(s) identified to it by the
Developer as being the Person(s) entitled to receive payment of such taxes,
assessments and insurance premiums, as the case may be. Nothing herein, however,
shall absolve the Developer of its duty to pay such taxes, assessments and
insurance premiums as provided in the Bond Documents. Any excess reserve held by
the Trustee from time to time under this Section 4(d)(ii) shall, at the
direction of the Developer, be credited by the Trustee to subsequent reserve
payments, and any deficiency shall be paid by the Developer to the Trustee
before the date which is one month prior to the date when such premiums, taxes
and assessments shall become delinquent.

(iii) On the Effective Date and monthly thereafter with each interest
payment due to the Trustee in accordance with the preceding Sections 3(b)(i)(2)
and 3(b)(ii)(2), the Developer shall pay to the Trustee an amount equal to
three and one-half percent (3.5%) of the gross income of the Development for
the second preceding calendar month, for deposit in the Repair and Replacement
Reserve. Upon written request of the Developer from time to time during the
term of this Agreement, the Trustee shall make such funds so deposited with the
Trustee available to or upon the order of the Developer to pay or reimburse
the costs of "Repairs and Replacements", as hereinafter defined; provided that
in no event shall the Trustee be liable for advancing its own funds or monies
from any other source for such costs; provided, further, that, notwithstanding
anything to the contrary contained herein, the Trustee shall have no discretion
to fail to pay a properly submitted invoice for Repairs and Replacements
from such funds, to the extent sufficient monies are then available in the
Repair and Replacement Reserve, and the Trustee shall have no input into the
Developer's planned use of the Repair and

-9-
62
Replacement Reserve. The Developer will provide the Trustee with such
substantiating evidence of these expenditures as the Trustee may
reasonably request from time to time; however, the Trustee shall have no
duty to investigate the accuracy or completeness of the statements and
information contained in any such certificate, or to request such
substantiating evidence from the Developer. For the purposes of this
Agreement, the term "Repairs and Replacements" shall mean the repair or
replacement (including, without limitation, painting) of any exterior or
interior component of any structure constituting a portion of the
Development and any machinery, apparatus, equipment, fixtures,
furnishings, appliances, mechanical and electrical systems, and
components of any utility system (including, without limitation,
electrical, water, sewer and storm water drainage, telephone, cable
television or satellite television) (A) located on, over or under the
land on which the Development is situated, (B) serving any structure or
improvement located on said land, and (C) which is owned by the
Developer or which the Developer has a legal obligation to maintain,
repair or replace, as the case may be, or any other improvement to, or
maintenance and repair items with respect to the Development, the cost
of which is capitalizable. The provisions of this Section 4(d)(iii) are
intended to be in furtherance of, and to supplement, any obligations
which the Developer may have under the Loan Documents to maintain the
Development, and not to limit the operation or applicability thereof.

(iv) The Developer shall pay or reimburse to the Trustee, in
accordance with and subject to the limitations set forth in Exhibit A
attached hereto and incorporated herein by this reference, (A) the
Trustee's ordinary forbearance administration fees, as compensation for
services rendered by the Trustee in connection with the administration
of this Agreement, plus (B) out-of-pocket expenses (including, without
limitation, long distance telephone charges, postage, courier charges,
photocopying expenses and fax charges) incurred by the Trustee in
connection with the performance of its services described in clause (A)
of this paragraph, plus (C) the Trustee's extraordinary administration
charges, as compensation for its services in connection with monitoring
and participating in the Rehabilitation Proceedings. Amounts payable
pursuant to this paragraph shall be in addition to (1) the periodic fee
to which the Trustee is entitled under the Indenture for its services in
administering the Bond Documents, and (2) out-of-pocket expenses
incurred by the Trustee in connection with the performance of its
ordinary services in

-10-
63
administering the Bond Documents, for which expenses the Trustee is
entitled to be reimbursed under the terms of the Bond Documents. The
periodic fee referred to in clause (1) of the immediately preceding
sentence is calculated at the rate of $250 per $1,000,000 of Bonds
outstanding and is due and payable annually, in arrears, on November 1.

(v) The Developer shall provide the Trustee with (A) monthly
unaudited financial statements regarding the operations of the
Development, including occupancy information, within twenty (20) days
after the end of each calendar month, (B) within thirty (30) days after
the end of each fiscal year of the Developer, an annual operating and
capital budget for the Development for the next fiscal year, including
but not limited to a budget for repairs and replacements, and (C) such
other information regarding the operation and management of the
Development as the Trustee may reasonably request.

SECTION 5. Representations and Warranties of Developer. To induce
the Trustee to enter into this Agreement, the Developer represents and warrants
that (a) the Developer is entering into this Agreement freely and voluntarily
with the advice of legal counsel of its own choosing, (b) the Developer has
freely and voluntarily agreed to the terms, provisions and undertakings set
forth in this Agreement, (c) the Developer has duly authorized the execution
and delivery of this Agreement by due and proper partnership action, and (d)
this Agreement has been duly executed and delivered by the Developer and is the
valid and binding obligation of the Developer enforceable against the Developer
in accordance with its terms, except as such enforceability may be limited by
(i) the application of bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights, and (ii) the exercise of
judicial discretion in appropriate cases.

SECTION 6. Transfer of the Development. The Trustee hereby
acknowledges that the Developer intends to transfer the Development to the
Purchaser pursuant to the Purchase Contract, and that the Purchaser will assume
all of the obligations of the Developer under the Bond Documents and will
acknowledge in writing that it is bound, as the successor "Developer", under
this Agreement. So long as the Forbearance Conditions of Section 4 of this
Agreement and all other conditions required in the applicable provisions of
Section 3 hereof remain satisfied, the Trustee consents to such transfer of the
Development (to the extent such consent is required under the terms of the Bond
Documents), provided that (a) such transfer shall be conducted in accordance
with all applicable requirements of the Bond

-11-
64
Documents, (b) the Purchaser (i) shall pay not less than $2,000,000 of the
purchase price of the Development in cash at closing with monies derived from
its own funds (the "Equity Contribution"), and (ii) shall be experienced in the
management and operation of hotels, or shall have retained a management firm
experienced in the management and operation of hotels. If and to the extent the
Purchaser reimburses the Developer, in cash, for the amount of Accumulated
Excess Funds upon the consummation of the sale of the Property, a portion of
the Accumulated Excess Funds so reimbursed which is equal to the lesser of (1)
the amount of Accumulated Excess Funds so reimbursed and (2) $524,203.60, may
be counted towards the Purchaser's Equity Contribution. The consent of the
Trustee to such transfer shall not operate or be construed as a consent to any
other transfer of the Development. Effective immediately upon the transfer of
the Development to the Purchaser, all references herein to the Developer herein
shall be deemed to mean the Purchaser unless the context shall clearly indicate
a different meaning or intent.

SECTION 7. Termination. If the Developer fails to satisfy any of the
Forbearance Conditions under this Agreement, the Trustee may by written notice
to the Developer declare a breach to have occurred under this Agreement (a
"Notice of Breach"). If a failure to make any payment hereunder is not cured
within five (5) days after a Notice of Breach is given to the Developer by the
Trustee, or if any failure of the Developer to satisfy any other Forbearance
Condition is not cured within thirty (30) days after the applicable Notice of
Breach is given to the Developer by the Trustee, this Agreement may be
terminated by the Trustee by written notice thereof to the Developer (a
"Termination Notice"). Notwithstanding anything to the contrary contained
herein, the Developer shall not be entitled to the aforesaid cure periods after
the Trustee shall have sent two Notices of Breach, after which any subsequent
failure to satisfy the Forbearance Conditions shall constitute immediate
grounds for termination of this Agreement as provided herein. Upon giving the
Termination Notice, the Trustee shall cease to be obligated to forbear as
provided in Section 3 hereof and may exercise any and all remedies, and take
any and all actions, available to the Trustee under the Bond Documents or
otherwise available at law or in equity, including, but not limited to,
commence or continue an action for foreclosure, for appointment of a receiver,
or for perfection of a security interest in the Development and the rents,
issues, products and proceeds thereof and any other property of the Developer
which is subject to the liens and security interests of the Deed to Secure Debt.

SECTION 8. Release of Moneys Held Under Indenture. Upon the earliest to
occur of (a) delivery of Alternate Security to

-12-
65
the Trustee in accordance with the terms of the Bond Documents, (b) the
refunding of the Bonds and discharge of the Indenture, or (c) receipt by the
Trustee of written instructions from the holders of 100% of the principal
amount of the Bonds then outstanding to do so, the Trustee shall release and
deliver to or upon the order of the Developer all Accumulated Excess Funds
remaining on hand with the Trustee, after making due provision for all fees and
expenses (including, without limitation, legal fees and expenses) then owing to
the Trustee. In the event the Purchase Contract provides that any Accumulated
excess Funds shall be paid to Overlook Vinings Inn and Conference Center
Associates, Ltd. ("Overlook Associates") rather than to the Purchaser hereunder
under the circumstances hereinabove described, all amounts paid to the Trustee
from Accumulated Excess funds for its fees and expenses arising on and after
the Effective date (including, but not limited to, fees and expenses associated
with any refunding of the Bonds) shall be deemed to have been advanced by the
Guarantor to or for the account of the Purchaser pursuant to that certain
Reimbursement Agreement, dated as of October 1, 1985, as amended, between the
developer and the Guarantor, or pursuant to any other agreement between the
Purchaser and the Guarantor relating solely to the Development (in either case,
the "Reimbursement Agreement"), and shall be deemed to be secured by the Junior
Deed to Secure debt (as that term is defined in Section 9(c) hereinbelow). The
Trustee acknowledges that, as of the date hereof, it is holding Accumulated
Excess Funds in the sum of $________.

SECTION 9. Provisions Relating to the Guaranty.

(a) The Trustee's agreement to forbear from exercising
remedies under the Bond Documents as set forth in this Agreement shall not be
deemed to constitute a release of the Guaranty or of the Guarantor's
obligations under the Guaranty; provided, however, that the Trustee hereby
agrees to so release the Guaranty and the Guarantor upon the earliest to occur
of: (i) the discharge of the Indenture in accordance with Section 13.01
thereof, (ii) the substitution of Alternate Security for the Guaranty in
accordance with the applicable provisions of the Bond Documents, and (iii)
receipt by the Trustee of written instructions from the holders of 100% of the
principal amount of the Bonds then outstanding to do so.

(b) The Trustee hereby acknowledges that any claims relating to
the Guaranty may only be asserted in the context of the Rehabilitation
Proceedings. The Trustee hereby reserves its rights to raise and pursue
objections in the Rehabilitation Proceedings (including, without limitation,
its right to object to the classification of the Trustee's claims under
the Guaranty

-13-

66
as "Class 4" claims), and the Guarantor hereby reserves its right to contest
such claims and objections.

(c) The Trustee agrees, upon the request of the Guarantor, and
subject to the further terms and conditions of this subsection (c), to consent
to the execution and delivery by the Developer of a new, second priority deed
to secure debt and security agreement in favor of the Guarantor with respect to
the Development (the "Junior Deed to Secure Debt") for the purpose of securing
the obligations of Overlook Associates or the Purchaser, or both, to the
Guarantor under the Reimbursement Agreement (and only such obligations). The
Junior Deed to Secure Debt shall be executed and delivered, if at all, no
sooner than contemporaneously with the last to occur of (i) the lifting of the
Restraining Orders with respect to the Development and the Trustee, and (ii)
the release by the Guarantor (in a manner satisfactory to the Trustee) or any
and all of the Guarantor's right, title and interest in, to an under the Deed to
Secure Debt. To the extent the Guaranty grants the Guarantor a right of
subrogation under the Bond Documents for amounts advanced pursuant to the
Guaranty or the Reimbursement Agreement, or both, the Guarantor hereby
expressly subordinates such rights of subrogation to the obligations secured
by the Deed to Secure Debt immediately after giving effect to the release
described in the immediately preceding sentence and agrees not to take any
action for the enforcement of such rights unless and until the Bonds shall have
been paid in full and the Deed to Secure Debt shall have been cancelled,
notwithstanding anything to the contrary contained in the Guaranty, the
Reimbursement Agreement or the Bond Documents.

SECTION 10. Order of Rehabilitation Court. The Trustee
acknowledges that the Developer is required to obtain the approval of the
Rehabilitation Court to the transfer of the Development contemplated under
Section 6 hereof, and the Developer agrees to use all reasonable commercial
efforts to obtain such approval.

SECTION 11. Relationship of Parties. Nothing in this Agreement
shall be construed to alter the existing relationship between the Developer and
the Trustee set forth in the Bond Documents. This Agreement is not intended to
create, nor shall it be construed to create, a partnership or joint venture
relationship between the parties hereto.

SECTION 12. Entire Agreement; Modification of Agreement. This
Agreement and the Bond Documents constitute the entire understanding of the
parties with respect to the subject matter hereof and thereof. All prior
dealings and promises are merged

-14-
67
into this Agreement. This Agreement may not be modified, altered or amended
except by an agreement in writing signed by all the parties hereto; provided,
however, that the consent of the Guarantor to any such amendment shall not be
required from and after the date on which the transfer consented to in Section
6 hereof is consummated unless such amendment adversely affects the Guarantor's
rights hereunder.

SECTION 13. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Georgia.

SECTION 14. Non-Waiver of Default. Neither the terms of this
Agreement, nor the Trustee's forbearance hereunder, nor the Trustee's continued
forbearance in accordance with this Agreement and the Bond Documents, shall be
deemed a waiver of or consent to any of the Existing Events of Default. The
Developer agrees that neither the Existing Events of Default nor any new or
additional Event of Default shall be deemed to have been waived, released or
cured by virtue of the Trustee's agreement to forbear pursuant to the terms
hereof or the execution of this Agreement by the Trustee.

SECTION 15. No Novation, Etc. This Agreement is not intended to
be, nor shall it be construed to create, a novation or accord and satisfaction,
and, except as otherwise expressly stated herein, the Bond Documents shall
remain in full force and effect. Notwithstanding any prior mutual temporary
disregard of any of the terms of any of the Bond Documents, the parties agree
that the terms of each of the Bond Documents shall be strictly adhered to on and
after the date hereof, except as expressly modified by this Agreement.

SECTION 16. Notices. All notices required or contemplated
hereunder shall be in writing, and shall be deemed to have been given when
actually received or three days after deposit in the United States mail,
first-class postage prepaid, certified or registered and return receipt
requested, addressed as follows:

To the Developer: Overlook Vinings Inn and Conference
Center Associates, Ltd.
c/o Mutual Benefit Life Insurance
Company
520 Broad Street
Newark, New Jersey 07102
Attention: Mark Mahony

-15-
68
With a copy to: Baber & Kalinowski, P.C.
3050 Chain Bridge Road
Suite 305
Fairfax, Virginia 22030
Attention: Brant Baber, Esq.

To the Trustee: NationsBank of Georgia, National
Association
1301 Gervais Street, 4th Floor
Columbia, South Carolina 29201
Attention: John Hiott

With a copy to: Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attention: Robert C. Lewinson, Esq.

or to such other address as may be specified by notice given as required herein.

SECTION 17. Savings Clause. If any term or provision of this
Agreement or an application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to whom or which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.

SECTION 18. Rights and Remedies Cumulative. The rights and remedies
arising under and contained in this Agreement shall be separate, distinct and
cumulative, and none of them shall be in exclusion of the other; all remedies
arising under or contained in this Agreement shall be in addition to every other
remedy now or hereafter existing at law or in equity or by statute. Neither any
course of dealing by the Trustee nor any failure or delay on its part to
exercise any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power, or
privilege preclude any other or further exercise thereof or the exercise of any
other right or privilege.

SECTION 19. Successors and Assigns. The covenants in this Agreement
shall bind, and the benefits and advantages shall inure to, the respective
heirs, legal and personal representatives, executors, administrators,
successors and

-16-
69
assigns of the parties hereto, including any transferee of the Development.

SECTION 20. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same instrument.

SECTION 21. Waiver of Notice of Acceptance. Each of the parties
hereto hereby waives notice of acceptance of this Agreement by the other
parties hereto.

SECTION 22. No New Obligations of the Guarantor or Developer.
Except as explicitly provided herein, this Agreement shall not create any new
obligations on the part of the Guarantor or the Developer, or any greater
rights to the benefit of the Trustee that those obligations and rights that
existed on July 16, 1991. In no event shall this Agreement or any provision
hereof be deemed post-rehabilitation obligation of the Guarantor.

SECTION 23. Effective Date. This Agreement shall become effective
as of the date (the "Effective Date") which is the first Business Day after all
of the following have occurred: (a) this Agreement shall have been duly
executed and delivered by the Developer and the Trustee, (b) the execution and
delivery of this Agreement by the Guarantor shall have been duly approved by
the Rehabilitation Court, and (c) this Agreement shall have been duly executed
and delivered by the Guarantor.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-17-
70
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered by their duly authorized officers or representatives, as
of the day and year first above written.

DEVELOPER: OVERLOOK VININGS INN AND CONFERENCE
CENTER ASSOCIATES, LTD.

By: ____________________________________
________________________________, as
general partner

By: ________________________________
Name:
Title:

Attest: ____________________________
Name:
Title:

[CORPORATE SEAL]

TRUSTEE: NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, as Trustee

By: ______________________________
John S. Hiott
Vice President

-18-
71
Accepted and agreed:

MUTUAL BENEFIT LIFE INSURANCE
COMPANY, IN LIQUIDATION

By: _______________________________
Name:__________________________
Title:_________________________

[Forbearance Agreement--
Overlook Vinings Inn]

-19-
72
EXHIBIT A TO FORBEARANCE AGREEMENT

(Overlook)

A. Ordinary Forbearance Administration Fees: $3,600 per annum, due and payable
semi-annually in advance as follows--

(i) on the Effective Date, a prorated amount for the period from and
including the Effective Date to but not including the next succeeding
Interest Payment Date on the Bonds;

(ii) thereafter, in semi-annual installments on each Interest Payment Date
on the Bonds.

Such fees shall be fully earned when due, and non-refundable when paid.

B. Extraordinary Administration Charges: Fees and out-of-pocket expenses
(including without limitation, legal fees and expenses of counsel, long
distance telephone charges, postage, courier charges, photocopying expenses
and fax charges) actually incurred by the Trustee in connection with
monitoring and participating in the Rehabilitation Proceedings, subject to
a maximum limit of $10,200 per quarter, which amounts shall be payable
quarterly, in arrears, on the first day of January, April, July and October
in each year during the term of this Agreement, based on invoices submitted
by the Trustee to the Developer.

-20-

73
EXHIBIT "L"

FORMS OF RELEASES

[Consisting of 6 pages and follows this page]
74
Draft #1
12/26/95

RELEASE OF GUARANTOR BY TRUSTEE

THIS RELEASE OF GUARANTOR BY TRUSTEE (this "Release") is made as of
the ____ day of _____________, 1996, by [NAME OF TRUSTEE] (as successor to
NationsBank of Georgia, National Association), as trustee (the "Trustee") in
favor of MUTUAL BENEFIT LIFE INSURANCE COMPANY, IN LIQUIDATION (the
"Guarantor").

WITNESSETH:

WHEREAS, the Development Authority of Cobb County (the "Authority")
issued its $9,675,000 Industrial Development Revenue Bonds, 1985 Series
(Overlook Inn Project) (the "Bonds") pursuant to a certain Trust Indenture,
dated as of October 1, 1985 (as amended or supplemented, the "Indenture"),
between the Authority and the Trustee, the proceeds of which were used to make
a loan (the "Loan") to Overlook Vinings Inn and Conference Center, Ltd., a
Georgia limited partnership (the "Prior Owner"), pursuant to a certain Loan
Agreement, dated as of October 1, 1985 (as amended, the "Loan Agreement"),
between the Authority and the Prior Owner, and pursuant to a certain Note in
the principal amount of $9,675,000 (the "Note"), made by Assignor payable to
the order of the Issuer, in order to finance a hotel facility located within
the State of Georgia (the "Project"), as more particularly described in the
Loan Agreement; and

WHEREAS, the Developer's obligations under the Loan Agreement and the
Note were secured by (i) a certain Guaranty Agreement, dated as of October 1,
1985 (the "Guaranty"), made by The Mutual Benefit Life Insurance Company
("MBL") for the benefit of the Authority, and (ii) a certain Deed to Secure
Debt and Security Agreement, dated as of October 1, 1985 (the "Mortgage"), made
by and among the Developer, the Authority, MBL and the Trustee; and

WHEREAS, under the terms of the Indenture, the Authority pledged and
assigned to the Trustee, inter alia, all of the Authority's rights under (a)
the Loan Agreement (except for the Authority's rights to enforce and receive
payments of money directly and for its own purposes under Section 4.01(d),
4.02(b), 5.03(b) and 6.01), and (b) the Note, the Guaranty and the Mortgage
(the Indenture, the Loan Agreement, the Note and the Mortgage are sometimes
referred to as the "Bond Documents"); and

75
WHEREAS, the Guarantor and the Trustee have entered into a Forbearance
Agreement with respect to the Bonds which provides for releases of the Guaranty
by the Authority and the Trustee and the discharge of the Indenture under
certain circumstances; and

WHEREAS, the Project was sold and conveyed to [NAME OF PURCHASER] (the
"New Owner") prior to the date hereof; and

WHEREAS, the New Owner agreed to cause releases of the Guaranty and the
discharge of the Indenture to be accomplished not later than nine months after
such conveyance; and

WHEREAS, the Indenture is being discharged as of the effective date of
this Release;

NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Authority hereby agrees as follows:

1. The Guarantor is hereby released from all of its obligations to
the Authority under the Guaranty, whether relating to satisfaction of past,
present or future obligations of the Prior Owner under any of the Bond
Documents (the "Obligations"); the Guarantor shall have no further Obligations
under or on account of the Guaranty; and the Authority shall not seek any
payment under the Guaranty or make any claim in the Rehabilitation Proceedings.

2. This Release may be executed in several counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.

3. This Agreement shall be binding upon the parties hereto as of
the date above written.

4. This Release shall be governed by the laws of the State of
Georgia.

[Signatures Set Forth on Following Page]

- 2 -
76
IN WITNESS WHEREOF, the Authority and the Guarantor have caused this
Release to be executed by their duly authorized representatives as of the day
and the year first above written.

AUTHORITY:

THE DEVELOPMENT AUTHORITY OF COBB COUNTY

By: ____________________________
Name:
Title:

GUARANTOR:

MUTUAL BENEFIT LIFE INSURANCE COMPANY,
IN LIQUIDATION

By: ____________________________
Name:
Title:

- 3 -
77
Draft #1
12/26/95
RELEASE OF GUARANTOR BY AUTHORITY

THIS RELEASE OF GUARANTOR BY AUTHORITY (this "Release") is made as of
the ______ day of _________, 1996, by THE DEVELOPMENT AUTHORITY OF COBB COUNTY,
a public body corporate and politic (the "Authority") in favor of MUTUAL
BENEFIT LIFE INSURANCE COMPANY, IN LIQUIDATION (the "Guarantor").

WITNESSETH:

WHEREAS, the Authority issued its $9,675,000 Industrial Development
Revenue Bonds, 1985 Series (Overlook Inn Project) (the "Bonds") pursuant to a
certain Trust Indenture, dated as of October 1, 1985 (as amended or
supplemented, the "Indenture"), between the Authority and [NAME OF TRUSTEE] (as
successor to NationsBank of Georgia, National Association), as trustee (the
"Trustee"), the proceeds of which were used to make a loan (the "Loan") to
Overlook Vinings Inn and Conference Center, Ltd., a Georgia limited partnership
(the "Prior Owner"), pursuant to a certain Loan Agreement, dated as of October
1, 1985 (as amended, the "Loan Agreement") between the Authority and the Prior
Owner, and pursuant to a certain Note in the principal amount of $9,675,000
(the "Note"), made by Assignor payable to the order of the Issuer, in order to
finance a hotel facility located within the State of Georgia (the "Project"),
as more particularly described in the Loan Agreement; and

WHEREAS, the Developer's obligations under the Loan Agreement and the
Note were secured by (i) a certain Guaranty Agreement, dated as of October 1,
1985 (the "Guaranty"), made by The Mutual Benefit Life Insurance Company
("MBL") for the benefit of the Authority, and (ii) a certain Deed to Secure
Debt and Security Agreement, dated as of October 1, 1985 (the "Mortgage"), made
by and among the Developer, the Authority, MBL and the Trustee; and

WHEREAS, on July 16, 1991, MBL was placed in a rehabilitation
proceeding captioned In the Matter of the Rehabilitation of Mutual Benefit Life
Insurance Company, General Equity Part, Docket No. C-91-00109 (the
"Rehabilitation Proceedings"), and the Guarantor is the successor of MBL; and
78
WHEREAS, the Guarantor and the Trustee have entered into a Forbearance
Agreement with respect to the Bonds which provides for releases of the Guaranty
by the Authority and the Trustee and the discharge of the Indenture under
certain circumstances; and

WHEREAS, the Project was sold and conveyed to [NAME OF PURCHASER] (the
"New Owner") prior to the date hereof; and

WHEREAS, the New Owner agreed to cause releases of the Guaranty and the
discharge of the Indenture to be accomplished not later than nine months after
such conveyance; and

WHEREAS, the Indenture is being discharged as of the effective date of
this Release;

NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Trustee hereby agrees as follows:

1. The Guarantor is hereby released from all of its obligations under
the Guaranty, whether relating to satisfaction of past, present or future
obligations of the Prior Owner under any of the Bond Documents (the
"Obligations"); the Guarantor shall have no further Obligations under or on
account of the Guaranty; and the trustee shall not seek any payment under the
Guaranty or make any claim in the Rehabilitation Proceedings, and shall cause
to be dismissed any claim in the Rehabilitation Proceedings which the Trustee
may have made prior to the date hereof.

2. This Release may be executed in several counterparts, each of which
shall be an original and all of which shall constitute one and the same
instrument.

3. This Agreement shall be binding upon the parties hereto as of the
date above written.

4. This Release shall be governed by the laws of the State of Georgia.

[Signatures Set Forth on Following Page]

- 2 -
79
IN WITNESS WHEREOF, the Trustee and the Guarantor have caused this
Release to be executed by their duly authorized representatives as of the day
and the year first above written.

TRUSTEE:
[NAME OF TRUSTEE]

By:
---------------------------------
Name:
Title:

GUARANTOR:

MUTUAL BENEFIT LIFE INSURANCE COMPANY,
IN LIQUIDATION

By:
---------------------------------
Name:
Title:

- 3 -