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                                  AGREEMENT



     THIS AGREEMENT is made and entered into as of July 29, 1997 by IFM
Partnership ("IFM") and Wyndham Hotel Corporation ("WHC").

                                   RECITALS:

     A.   Pursuant to an Agreement for Redemption of Joint Venture Interest, 
dated June 13, 1997, among Metropolitan Life Insurance Company ("MetLife"), 
IM Joint Venture ("Venture"), IFM and Mill Spring Holdings, Inc. 
("Mill Spring") ("Redemption Agreement"), IFM, which is a partner in the 
Venture, has the right to cause the Venture to redeem MetLife's interest in 
the Venture ("Redemption").

     B.   WHC has entered into a lease for space in the property owned by the 
Venture ("Property") which lease will be amended or replaced upon the Venture's 
redemption of MetLife's interest in the Venture.

     C.   WHC and IFM desire and agree to enter into this Agreement to assure 
WHC that it receives the modifications to its lease described in paragraph B 
above.

                                   AGREEMENT:

     For and in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, IFM and WHC hereby agree as follows:

     1.   IFM will notify WHC (a) as soon as reasonably possible but at least 
on or before November 25, 1997 whether IFM will be unable to cause the
Redemption to occur under the Redemption Agreement, and (b) whether IFM intends
to exercise its right to extend the Closing Date, as defined in the Redemption
Agreement, on or before August 20, 1997.

     2.   If IFM does not intend to extend the Closing Date, then WHC shall 
have the right to cause IFM to extend the Closing Date by providing the
$500,000 payment necessary to cause such extension.  If IFM cannot consummate
the Redemption under the Redemption Agreement, then WHC shall have the right
either (a) to require, subject to obtaining MetLife's consent, IFM to assign
its rights under the Redemption Agreement to WHC, allowing WHC to cause the
Redemption or (b) in recognition that MetLife may not consent to the assignment
set forth in subparagraph (a), to provide to IFM the funds necessary to cause
the Redemption to occur under the Redemption, in which case IFM will be acting
as WHC's designee or nominee.  In the event WHC elects to proceed under
subparagraph (b), then upon consummation of the Redemption, WHC will be
assigned the interest of MetLife so redeemed.



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     3.    IFM and WHC will cooperate to structure the transactions described 
in paragraph 2 in a manner to avoid a termination of the Venture and
otherwise to reduce any negative tax consequences to the greatest extent
possible.

               EXECUTED as of the date first above written.

                                   WYNDHAM HOTEL CORPORATION


                                   By: /s/ LESLIE V. BENTLEY  (csm)      
                                       -----------------------------
                                   Name:   Leslie V. Bentley        
                                       -----------------------------
                                   Title:  Executive Vice President 



                                   IFM PARTNERSHIP



                                   By: /s/ HARAN R. CROW            
                                       -----------------------------
                                   Name:   Haran R. Crow            
                                        ----------------------------
                                           General Partner






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