EXHIBIT 2.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

DATED AS OF

OCTOBER 25, 2005

BY AND AMONG

ARLINGTON HOSPITALITY, INC. AND CERTAIN AFFILIATES,

AND

SUNBURST HOTEL HOLDING, INC. AND CERTAIN AFFILIATES

TABLE OF CONTENTS

DESCRIPTION PAGE
- ----------- ----

ARTICLE I DEFINITIONS.................................................................. 2
Section 1.1 Definitions................................................... 2
Section 1.2 Construction.................................................. 6

ARTICLE II PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES........................... 7
Section 2.1 Purchase of Assets and Assumption of Liabilities.............. 7
Section 2.2 Purchased and Excluded Assets................................. 7
Section 2.3 Assumed and Excluded Liabilities.............................. 9

ARTICLE III PURCHASE PRICE AND CLOSING................................................. 10
Section 3.1 Closing....................................................... 10
Section 3.2 Purchase Price................................................ 10
Section 3.3 Purchase Price Adjustment..................................... 11
Section 3.4 Deposit....................................................... 11

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS............................... 11
Section 4.1 Organization.................................................. 11
Section 4.2 Authorization of Transaction.................................. 12
Section 4.3 Noncontravention; Consents.................................... 12
Section 4.4 Title......................................................... 12
Section 4.5 Brokers....................................................... 12
Section 4.6 LIMITATION ON WARRANTIES...................................... 12

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYERS................................. 13
Section 5.1 Organization.................................................. 13
Section 5.2 Authorization of Transaction.................................. 13
Section 5.3 Noncontravention; Consents.................................... 13
Section 5.4 Litigation.................................................... 14
Section 5.5 Availability of Funds......................................... 14
Section 5.6 LIMITATION ON THE WARRANTIES OF THE SELLERS................... 14

ARTICLE VI COVENANTS................................................................... 14
Section 6.1 General....................................................... 14
Section 6.2 Notices and Consents.......................................... 14
Section 6.3 Conduct of the Business....................................... 15
Section 6.4 Transfer Taxes................................................ 15
Section 6.5 Access to Business, Records and Documents..................... 15
Section 6.6 Bankruptcy Case............................................... 16
Section 6.7 Prorations.................................................... 16

ARTICLE VII EMPLOYEE MATTERS........................................................... 17
Section 7.1 Employment.................................................... 17

ARTICLE VIII CLOSING CONDITIONS........................................................ 17
Section 8.1 Conditions to Obligations of the Buyers....................... 17
Section 8.2 Conditions to Obligations of the Sellers...................... 19

ARTICLE IX TERMINATION................................................................. 19
Section 9.1 Termination of Agreement...................................... 19
Section 9.2 Effect of Termination......................................... 20
Section 9.3 Expense Reimbursement; Break-Up Fee........................... 20

ARTICLE X MISCELLANEOUS................................................................ 21
Section 10.1 Notices....................................................... 21
Section 10.2 Expenses; No Offset........................................... 21
Section 10.3 Disclosure Schedules.......................................... 21
Section 10.4 Bulk Sales or Transfer Laws................................... 22
Section 10.5 Assignment; Successors and Assigns............................ 22
Section 10.6 Amendment; Waiver............................................. 22
Section 10.7 Severability; Specific Performance............................ 22
Section 10.8 Counterparts.................................................. 23
Section 10.9 Descriptive Headings.......................................... 23
Section 10.10 No Third-Party Beneficiaries.................................. 23
Section 10.11 Entire Agreement.............................................. 23
Section 10.12 Exhibits and Schedules........................................ 23
Section 10.13 GOVERNING LAW................................................. 23
Section 10.14 Public Announcement........................................... 23
Section 10.15 Recitals...................................................... 23

EXHIBITS

Exhibit A Bill of Sale and Assignment and Assumption Agreement

DISCLOSURE SCHEDULES

Schedule 1.1 Sellers' Knowledge
Schedule 2.2(a)(i)(A) Hotels
Schedule 2.2(a)(i)(B) Vacant Land
Schedule 2.2(a)(iv) Permits
Schedule 2.2(a)(v) Leased Real Property
Schedule 2.2(a)(vi) Assumed Contracts
Schedule 2.2(a)(xi) Joint Ventures
Schedule 2.2(a)(xiv) Notes Receivables
Schedule 2.3(a)(ii) Other Secured Creditors
Schedule 4.5 Brokers
Schedule 6.6(b) Rejected Contracts

iii

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of October
25, 2005 is entered into by and among Arlington Hospitality, Inc., a Delaware
corporation, Arlington Hospitality Development, Inc., an Illinois
corporation, Arlington Hospitality Management, Inc., an Illinois corporation,
Arlington Hospitality Staffing, Inc., an Illinois corporation, Arlington Inns
of America, Inc., a Delaware corporation, Arlington Inns of Ohio, Inc., an
Ohio corporation, Arlington Lodging Group, Inc., a Delaware corporation,
Arlington Office Group, Inc., an Illinois corporation, AP Hotels of Illinois,
Inc., an Illinois corporation, AP Hotels of Mississippi, Inc., a Mississippi
corporation, AP Hotels of Pennsylvania, Inc., a Pennsylvanian corporation, AP
Hotels of Wisconsin, Inc., a Wisconsin corporation, AP Hotels/Parkersburg,
WVA, Inc., a West Virginia corporation, AP Properties of Ohio, Inc., an Ohio
corporation, API/Athens, OH, Inc., an Ohio corporation, API/Lancaster, OH,
Inc., an Ohio corporation, API, Logan, OH, Inc., an Ohio corporation,
API/Metropolis, IL, Inc., an Illinois corporation, API/Washington C.H., OH,
Inc., an Ohio corporation, Shorewood Hotel Investments Inc., an Illinois
corporation, Athens Motel Associates Limited Partnership II, an Ohio limited
partnership, Batesville MS 595 Limited Partnership, a Mississippi limited
partnership, API/Hammond, IN, Inc., an Indiana corporation, and AP Hotels of
Missouri, Inc., a Missouri corporation, (collectively, the "Sellers"), and
Sunburst Hospitality Development, Inc., a Delaware corporation, Sunburst
Hospitality Management, Inc., a Delaware corporation, Boulevard Motel
Staffing Corp., a Delaware corporation, Sunburst Hotel Holdings, Inc., a
Delaware corporation, Sunburst Metropolis, IL, Inc., an Illinois corporation,
Sunburst Hammond, IN, Inc., an Indiana corporation, Sunburst Murray, KY,
Inc., a Kentucky corporation, Sunburst Lansing, MI, Inc., a Michigan
corporation, Sunburst Land, Mexico, MO, Inc., a Missouri corporation,
Sunburst Batesville, MS, Inc., a Mississippi corporation, Sunburst
Jeffersonville South, OH, Inc., an Ohio corporation, Sunburst Oxford, OH,
Inc., an Ohio corporation, Sunburst Land, Oxford, OH, Inc., an Ohio
corporation, Sunburst Lancaster, OH, Inc., an Ohio corporation, Sunburst
Logan, OH, Inc., an Ohio corporation, Sunburst Wilmington, OH, Inc., an Ohio
corporation, Sunburst Cambridge, OH, Inc., an Ohio corporation, Sunburst
Winchester OH, Inc., an Ohio corporation, Sunburst Land, Athens, OH, Inc., an
Ohio corporation, Sunburst Athens, OH, Inc., an Ohio corporation, Sunburst
Land Wisconsin, Inc., a Wisconsin corporation, and Sunburst Parkersburg WV,
Inc., a West Virginia corporation, (collectively, the "Buyers")

WHEREAS, the Sellers are in the business of (i) developing and
constructing limited service hotels, (ii) owning, leasing, operating,
managing, franchising and selling such hotels and (iii) participating in
joint venture ownership of such hotels (the "Business").

WHEREAS, this Agreement contemplates a transaction in which the Buyers
will acquire substantially all of the assets of the Business and assume
certain of the liabilities of the Business, all on the terms and subject to
the conditions set forth in this Agreement.

WHEREAS, each of the Sellers has filed a voluntary petition in the
United States Bankruptcy Court for the Northern District of Illinois, Eastern
Division (the "Bankruptcy Court") for relief in a bankruptcy case
(collectively, the "Bankruptcy Case") filed under Chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code") and Athens Motel Associates
Limited Partnership II, Batesville MS 595 Limited Partnership, API/Hammond,
IN, Inc., AP Hotels of Missouri, Inc., and Freeport IL 899 L.L.C. shall file
under Chapter 11 of Title 11 of the

United States Code a voluntary petition in the Bankruptcy Court for
relief in the Bankruptcy Case on or before October 28, 2005 and shall seek
Bankruptcy Court approval of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and for other good and valuable consideration,
the value, receipt and sufficiency of which are acknowledged, the Parties
hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following
terms have the meanings set forth below:

"Accounts Receivable" has the meaning set forth in SECTION 2.2(b)(ii).

"Affiliates" has the meaning set forth in Rule l2b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended.

"Agreement" has the meaning set forth in the Preamble.

"Alternative Transaction" means the sale, transfer or other disposition
of all or substantially all of the Purchased Assets to a third party
unaffiliated with the Buyers, the Sellers or any of their respective
Affiliates.

"Ancillary Documents" means the Bill of Sale and Assignment and
Assumption Agreement and each certificate and other document to be delivered
pursuant to ARTICLE VIII.

"Apportioned Obligations" has the meaning set forth in SECTION 6.7.

"Approval Order" means an order from the Bankruptcy Court (i) approving
the sale of all of the Purchased Assets under the terms and conditions of
this Agreement free and clear of all Liens, except Permitted Liens, pursuant
to Section 363 of the Bankruptcy Code, (ii) approving the assignment to and
assumption by the Buyers of the Assumed Contracts and unexpired leases with
respect to the Leased Real Property pursuant to Section 365 of the Bankruptcy
Code, (iii) approving the assignment and assumption by the Buyers of the
Nonexcludable Mortgage Agreements, (iv) approving the sale of the interests
of the Sellers in the Joint Ventures in the same percentage of ownership
interests as held by the Sellers prior to the filing of the Bankruptcy case,
(v) containing findings of fact and rulings that each of the Buyers is a good
faith purchaser entitled to the protections of Section 363(m) of the
Bankruptcy Code and (vi) which is otherwise reasonably acceptable to the
Buyers; provided that the inability of the Sellers to have the Bankruptcy
Court apply Section 1146(c) of the Bankruptcy Code to the transactions
contemplated hereby shall not be a basis for the Buyers to withhold their
acceptance of the Approval Order.

"Assumed Contracts" has the meaning set forth in SECTION 2.2(a)(vi).

"Assumed Liabilities" has the meaning set forth in SECTION 2.3(a).

"Avoidance Actions" means all avoidance claims under the Bankruptcy
Code, including all rights, claims, causes of actions and remedies arising
under Bankruptcy Code Sections 329, 502(d), 541, 542, 544, 545, 547, 548,
549, 550, 551 and 553.

"Bankruptcy Case" has the meaning set forth in the Recitals.

"Bankruptcy Code" has the meaning set forth in the Recitals.

"Bankruptcy Court" has the meaning set forth in the Recitals.

"Bill of Sale and Assignment and Assumption Agreement" has the meaning
set forth in SECTION 8.1(c)(i).

"Break-Up Fee" has the meaning set forth in SECTION 9.3(a).

"Business" has the meaning set forth in the Recitals.

"Buyer Material Adverse Effect" has the meaning set forth in SECTION
5.1.

"Buyers" has the meaning set forth in the Preamble.

"Cash Portion" has the meaning set forth in SECTION 3.2(a).

"Cendant Agreements" means (a) that certain Development Agreement,
dated as of September 30, 2000, by and among Arlington Hospitality, Inc., a
Delaware corporation (as successor to Amerihost Properties, Inc., a Delaware
corporation), Arlington Hospitality Management, Inc., an Illinois corporation
(as successor to Amerihost Management Inc., an Illinois corporation),
Arlington Hospitality Development, Inc., an Illinois corporation (as
successor to Amerihost Development, Inc., an Illinois corporation) and
Cendant Finance Holding Corporation, a Delaware corporation, and its
subsidiary, AmeriHost Franchise Systems, Inc., a Delaware corporation (the
"Development Agreement"); (b) that certain Royalty Sharing Agreement, dated
as of September 30, 2000, by and among Arlington Hospitality, Inc. (as
successor to Amerihost Properties, Inc.), Cendant Finance Holding Corporation
and AmeriHost Franchise Systems, Inc. (the "Royalty Sharing Agreement"); and
(c) those certain franchise agreements between one or more Sellers and
affiliates of Cendant Finance Holding Corporation set forth on Schedule
2.2(a)(vi).

"Closing" has the meaning set forth in SECTION 3.1.

"Closing Date" has the meaning set forth in SECTION 3.1.

"Deposit" has the meaning set forth in SECTION 3.4.

"Disclosure Schedules" means, collectively, all of the Schedules
accompanying this Agreement, as updated and supplemented in accordance
herewith.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Escrow Agent" means Chicago Title and Trust Company.

"Excludable Mortgage Agreements" means the mortgages identified as
items 9 and 10 listed on Schedule 2.3(a)(ii).

"Excluded Assets" has the meaning set forth in SECTION 2.2(b).

"Excluded Liabilities" has the meaning set forth in SECTION 2.3(b).

"Expense Reimbursement" has the meaning set forth in SECTION 9.3(b).

"Governmental Entity" means the United States, any state or other
political subdivision thereof and any other foreign or domestic entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any government authority,
agency, department, board, commission, court, tribunal or instrumentality of
the United States or any foreign entity, any state of the United States or
any political subdivision of any of the foregoing.

"Hotels" has the meaning set forth in SECTION 2.2(a)(i).

"Income Tax Return" means, with respect to any Income Tax, any
information return for such Income Tax, and any return, report, statement,
declaration, claim for refund or document filed or required to be filed under
the Law for such Income Tax.

"Income Taxes" means any income, alternative minimum, accumulated
earnings, personal holding company, franchise, capital stock, net worth or
gross receipts taxes, including any estimated tax, interest, penalties or
additions to tax or additional amounts in respect to the foregoing, including
any transferee or secondary liability for any such tax and any liability
assumed by agreement or arising as a result of being or ceasing to be a
member of any affiliated group, or being included or required to be included
in any Income Tax Return relating thereto.

"Joint Ventures" has the meaning set forth in SECTION 2.2(a)(xi).

"Law" means any applicable federal, state, local or foreign law,
statute, common law, rule, regulation, ordinance, permit, order, writ,
injunction, judgment or decree of any Governmental Entity.

"Leased Real Property" has the meaning set forth in SECTION 2.2(a)(v).

"Lien" means any pledge, security interest, charge, claim or other
encumbrance.

"Material Adverse Effect" means any event, change or effect which is
materially adverse to the business, operations (including results of
operations), condition (financial or otherwise), assets of the Business taken
as a whole, including the Sellers failure to obtain an order from the
Bankruptcy Court permitting the Sellers to transfer to the Buyers the (1)
Royalty Sharing Agreement and (2) the Nonexcludable Mortgage Agreements; and
(3) ownership interests of the Sellers in the Joint Ventures in the same
percentage of ownership interest and same membership/partnership status as
held by the Sellers prior to the filing of the Bankruptcy Case provided,
however, that "Material Adverse Effect" will not include, and the
determination of the existence of a Material Adverse Effect shall not take
into account, any of the following: (a)

changes or effects that generally affect the industries in which the
Business operates, (b) changes in or effects from securities markets or
general economic, regulatory or political conditions in the United States not
uniquely related to the Sellers or the Business (including terrorism or the
escalation of any war whether declared or undeclared or other hostilities),
(c) changes or effects arising out of, or attributable to, the announcement
of the execution of this Agreement, the compliance by the Sellers with their
obligations hereunder, the consummation of the transactions contemplated
hereby or the identity of the Buyers, (d) changes or effects due to changes
in any Laws affecting the Business or Purchased Assets or (e) the failure of
the Business to meet any internal projections or forecasts.

"Mortgages" has the meaning set forth on Schedule 2.3(a)(ii).

"Nonexcludable Mortgage Agreements" means the mortgages identified as
items 1 through 8 listed on Schedule 2.3(a)(ii).

"Notes Receivable" has the meaning set forth in SECTION 2.2(a)(xiv).

"Other Secured Creditors" has the meaning set forth in SECTION
2.3(a)(ii).

"Owned Real Property" has the meaning set forth in SECTION 2.2(a)(i).

"Parties" means the Sellers and the Buyers together, and "Party" means
the Sellers, on the one hand, or the Buyers, on the other hand, as the case
may be.

"Permits" has the meaning set forth in SECTION 2.2(a)(iv).

"Permitted Liens" means any (a) Liens for Taxes not yet due and payable
or the validity of which is being contested in good faith by appropriate
proceedings, (b) with respect to the Owned Real Property and the Leased Real
Property, covenants, conditions, restrictions and easements and other
non-monetory liens, including any matter of the type described in this
subparagraph (b) that is disclosed in any title policy, report or commitment
delivered to or obtained by the Buyers, and (c) Liens encumbering any of the
Real Property and Entitlements which are disclosed as mortgages on Schedule
2.3(a)(ii).

"Person" means an individual, partnership, limited partnership,
corporation, limited liability company, association, joint stock company,
trust, joint venture, unincorporated organization or Governmental Entity.

"Purchase Price" has the meaning set forth in SECTION 3.2(a).

"Purchased Assets" has the meaning set forth in SECTION 2.2(a).

"Real Property and Entitlements" means the Owned Real Property and the
Leased Real Property.

"Rejected Contracts" has the meaning set forth in SECTION 6.6(b).

"Schedule" means a disclosure schedule to this Agreement that is
contained in the Disclosure Schedules and incorporated herein pursuant to
SECTION 10.12.

"Sellers" has the meaning set forth in the Preamble.

"Sellers' Employee Benefit Plan" means an employee pension benefit plan
to which the Sellers or any of their Affiliates contributes with respect to
the current or former employees of the Business within the meaning of Section
3(2) of ERISA or an employee welfare benefit plan within the meaning of
Section 3(1) of ERISA, where no distinction is required by the context in
which the term is used.

"Sellers' Knowledge" means the actual knowledge of the individuals
listed on Schedule 1.1.

"Straddle Period" means any Tax or other applicable year or period
beginning before the Closing Date and ending after the Closing Date.

"Tax" or "Taxes" means a tax or taxes of any kind or nature, or however
denominated, including liability for federal, state, local or foreign sales,
use, transfer, registration, business and occupation, value added, excise,
severance, stamp, premium, windfall profit, customs, duties, real property,
personal property, capital stock, social security, unemployment, disability,
payroll, license, employee or other withholding, or other tax, of any kind
whatsoever, including any interest, penalties or additions to tax or
additional amounts in respect to the foregoing, including any transferee or
secondary liability for a tax and any liability assumed by agreement or
arising as a result of being or ceasing to be a member of any affiliated
group, or being included or required to be included in any Tax Return
relating thereto; provided, however, that "Tax" or "Taxes" will not include
any Income Taxes.

"Tax Returns" means, with respect to any Tax, any information return
for such Tax, and any return, report, statement, declaration, claim for
refund or document filed or required to be filed under the Law for such Tax.

"Transferred Employee" has the meaning set forth in SECTION 7.1.

"Vacant Land" has the meaning set forth in SECTION 2.2(a)(i).

Section 1.2 Construction.

(a) For purposes of this Agreement, whenever the context requires, the
singular number will include the plural, and vice versa, the masculine gender
will include the feminine and neuter genders, the feminine gender will
include the masculine and neuter genders, and the neuter gender will include
the masculine and feminine genders.

(b) As used in this Agreement, the words "include" and "including," and
variations thereof, will not be deemed to be terms of limitation, but rather
will be deemed to be followed by the words "without limitation."

(c) Except as otherwise indicated, all references in this Agreement to
"Sections" and "Exhibits" are intended to refer to Sections and Exhibits to
this Agreement.

(d) As used in this Agreement, the terms "hereof," "hereunder,"
"herein" and words of similar import will refer to this Agreement as a whole
and not to any particular provision of this Agreement.

(e) Each Party hereto has participated in the drafting of this
Agreement, which each Party acknowledges is the result of extensive
negotiations between the Parties. Consequently, this Agreement will be
interpreted without reference to any rule or precept of Law to the effect
that any ambiguity in a document be construed against the drafter.

ARTICLE II
PURCHASE OF ASSETS
AND ASSUMPTION OF LIABILITIES

Section 2.1 Purchase of Assets and Assumption of Liabilities. On the terms
and subject to the conditions set forth in this Agreement, at the Closing, the
Buyers will purchase from the Sellers, and the Sellers will sell, assign, convey
and deliver to the Buyers, free and clear of any Liens other than Permitted
Liens, the Purchased Assets, and the Buyers will assume and agree to pay,
discharge and perform when due all of the Assumed Liabilities.

Section 2.2 Purchased and Excluded Assets.

(a) The "Purchased Assets" are all of the right, title and interest
that the Sellers possess and have the right to transfer in and to all of the
following assets (other than the Excluded Assets), as the same may exist as
of the close of business on the Closing Date:

(i) certain real properties and all improvements thereto and thereon
as set forth on Schedule 2.2(a)(i)(A) (collectively, the "Hotels"), and
certain vacant land, as set forth on Schedule 2.2(a)(i)(B)
(collectively, the "Vacant Land", and together with the Hotels, the
"Owned Real Property");

(ii) all personal property, furniture, fixtures, vehicles, supplies,
inventory and other tangible personal property that are used or held
for use in connection with the Business;

(iii) all credits, claims for refunds and reimbursements, prepaid
expenses, deferred charges, advance payments, security deposits, and
prepaid items (excluding in respect of Taxes and Income Taxes, other
than amounts held in escrow with mortgage lenders in respect of real
estate Taxes on the Owned Real Property), in each case consisting of
utility deposits, deposits with landlords or similar items relating
primarily to the other Purchased Assets or the Assumed Liabilities;

(iv) to the extent legally assignable, all licenses, permits,
franchises, certificates of authority or orders issued by any
Governmental Entity with respect to the conduct of the Business by the
Sellers, including any such licenses, permits, franchises and
certificates of authority as set forth on Schedule 2.2(a)(iv) (the
"Permits");

(v) the leasehold interests of the Sellers, as lessees, in the real
property identified on Schedule 2.2(a)(v) (the "Leased Real Property");

(vi) all of the Sellers' right, title and interest in certain
agreements, leases, contracts, franchise contracts (including the
Cendant Agreements), joint ventures and other commitments set forth on
Schedule 2.2(a)(vi) (collectively, the "Assumed Contracts");

(vii) any rights, warranties, guarantees and recourse (other than
any Avoidance Actions) to past providers of engineering, architectural
and other professional services and materials by third parties
contracting with the Sellers in regard to the Purchased Assets;

(viii) all books, records, ledgers, files, documents,
correspondence, lists, plats, specifications, surveys, drawings,
property reports, advertising and promotional materials, reports and
other materials (in whatever form or medium) which relate to the
Business; provided that the Sellers may retain copies of the foregoing
for administrative purposes;

(ix) all insurance proceeds due but not yet received in respect of
the Purchased Assets;

(x) all claims, offsets and legal rights and actions of the Sellers
against third parties and Governmental Entities arising out of or
relating to the Purchased Assets and the Business, whether arising pre-
or post-petition, other than any Avoidance Actions;

(xi) all ownership interests in all Persons owned by the Sellers
that are identified on Schedule 2.2(a)(xi) (the "Joint Ventures");

(xii) all goodwill of the Business;

(xiii) all amounts held in escrow with mortgage lenders in respect
of capital expenditure escrows and any other escrows for mortgages
which are assumed by the Buyers; and

(xiv) the notes receivable identified on Schedule 2.2(a)(xiv) (the
"Notes Receivables").

(b) The Purchased Assets will not include any assets, rights or
properties other than those specifically described in SECTION 2.2(a). Without
limiting the generality of the foregoing sentence and notwithstanding
anything to the contrary contained in SECTION 2.2(a), the Sellers or one of
their Affiliates will retain all of their right, title and interest in and
to, and will not sell, transfer, assign, convey or deliver to the Buyers, and
the Purchased Assets will not include, the following (collectively, the
"Excluded Assets"):

(i) any cash or cash equivalents (other than amounts held in escrow
with mortgage lenders in respect of real estate Taxes and any other
escrows on the Owned Real Property), including any marketable
securities or certificates of deposit, or any

collected funds or items in the process of collection at the
Sellers' financial institutions through and including the Closing Date;

(ii) all accounts and notes receivable and other such claims for
money due to the Sellers, including amounts due arising from the
rendering of services or other performance by the Sellers prior to the
Closing under the Cendant Agreements (the "Accounts Receivable") but
excluding the Notes Receivable;

(iii) any rights of the Sellers or any of their Affiliates with
respect to any Tax or Income Tax refund, or prepaid rent on Leased Real
Property, relating to periods ending on or prior to the Closing Date,
including any ratable portion of such a rent or Tax or Income Tax
period that includes the Closing Date, any Tax Returns or Income Tax
Returns and records of the Sellers or any of their respective
Affiliates, and any rights of the Sellers or any of their respective
Affiliates under any Tax or Income Tax allocation or sharing agreement;

(iv) any prepaid Taxes and Income Taxes, other than amounts held in
escrow with mortgage lenders in respect of real estate Taxes and any
other escrows on the Owned Real Property;

(v) the corporate charter, qualification to conduct business as a
foreign corporation, arrangements with registered agents relating to
foreign qualifications, taxpayer and other identification numbers,
corporate seal, minute books, stock transfer books, blank stock
certificates, books and records relating to federal, state, local or
foreign income, gross receipts, franchise, estimated alternative
minimum or add-on taxes, and any other documents relating to the
organization, maintenance and existence of the Sellers as corporations;

(vi) any property, casualty or other insurance policy or related
insurance services contract held by a Seller or any of its Affiliates;

(vii) any Avoidance Actions of the Sellers or an Affiliate of the
Sellers;

(viii) any Sellers' Employee Benefit Plans and corresponding assets
or any rights of a Seller or any of its Affiliates in the Sellers'
Employee Benefit Plans provided by a Seller to its employees as of the
Closing Date; and

(ix) any rights of the Sellers relating to any of the Excluded
Assets or Excluded Liabilities.

Section 2.3 Assumed and Excluded Liabilities.

(a) The "Assumed Liabilities" consist of the following and only the
following liabilities of the Sellers:

(i) all liabilities and obligations arising under the Assumed
Contracts and any other contracts, leases, commitments or agreements
included in the Purchased Assets;

(ii) all liabilities and obligations for the payment of money to the
Persons identified on Schedule 2.3(a)(ii) (the "Other Secured
Creditors") with respect to the matters identified on such schedule;

(iii) all liabilities and obligations for the payment of real estate
Taxes on the Owned Real Property with respect to which the Buyers are
acquiring amounts held in escrow by mortgage lenders under SECTION
2.2(a)(iii); and

(iv) all liabilities and obligations incurred, accrued or arising
after the Closing in connection with the conduct or operation of, or
the use or ownership of, the Purchased Assets.

(b) The Buyers will not assume or become responsible for, and will not
be deemed to have assumed or to have become responsible for, the following
liabilities and obligations (collectively, the "Excluded Liabilities"):

(i) all liabilities and obligations arising under any contracts,
agreements, leases and commitments not included in the Purchased
Assets;

(ii) all cure costs under the Assumed Contracts;

(iii) except as set forth in CLAUSE (i) above, all liabilities and
obligations under portions of the Business not arising in connection
with the conduct or operation of, or the use or ownership of, the
Purchased Assets by the Buyers; and

(iv) all liabilities and obligations of the Sellers not identified
as Assumed Liabilities in SECTION 2.3(a).

ARTICLE III
PURCHASE PRICE AND CLOSING

Section 3.1 Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") will occur as promptly as practicable, but in no event
more than five business days, following the satisfaction and/or waiver of all
conditions to Closing set forth in ARTICLE VIII (other than any of such
conditions that by its nature is to be satisfied at the Closing, but subject to
the satisfaction or waiver of such conditions), at the offices of Jenner & Block
LLP, One IBM Plaza, Chicago, IL 60611, or at such other place on such other date
as the Parties may agree in writing. The date on which the Closing actually
occurs will be referred to as the "Closing Date," and the Closing will be deemed
effective as of 6:00 p.m., Central time on the Closing Date.

Section 3.2 Purchase Price.

(a) Subject to SECTION 3.2(b) below, on the terms and subject to the
conditions set forth in this Agreement, at the Closing, the Buyers will pay
and deliver to the Sellers the sum of Five Million Eight Hundred and Fifty
Thousand Dollars ($5,850,000.00) in cash by wire transfer of immediately
available funds to an account or accounts designated by the Sellers (the
"Cash Portion"), plus the aggregate amount of principal and interest, which
are owed on the Closing Date to the Other Secured Creditors (together with
the Cash Portion, the "Purchase Price"), plus

or minus the net proration of the Apportioned Obligations determined in
accordance with SECTION 6.7 of this Agreement.

(b) Notwithstanding SECTION 3.2(a) above, if the Purchased Assets
include the Development Agreement (whether or not amended, modified or
supplemented), the Cash Portion of the Purchase Price shall be increased to
an amount equal to Six Million Two Hundred Fifty Thousand Dollars
($6,250,000.00); provided that any amendment, modification or supplement of
the Development Agreement must be acceptable to the Buyers in their sole
discretion.

Section 3.3 Purchase Price Adjustment. The Purchase Price to be paid by
the Buyers at the Closing shall be increased dollar-for-dollar by an amount
equal to the aggregate sum of all amounts in house banks, petty cash and cash
registers at the Hotels as of the effective time of the Closing.

Section 3.4 Deposit. Promptly, but in no event more than two business days
after the date hereof, the Buyers shall deliver a certified or cashier's check
made payable to the Escrow Agent and drawn on a bank which is reasonably
acceptable to the Sellers or a federal wire transfer of immediately available
funds, in an amount equal to $1,100,000, to the Escrow Agent, as an earnest
money deposit hereunder (including interest at any time accrued thereon, the
"Deposit"). The Deposit shall be held in escrow by the Escrow Agent in a
segregated, interest-bearing account of a federally insured commercial bank and
disbursed only in accordance with the terms of this Agreement. The Buyers shall
pay all costs and expenses associated with the engagement of the Escrow Agent.
If the Closing takes place, the Escrow Agent shall deliver the Deposit to the
Sellers at the Closing. If this Agreement is terminated or becomes null and void
for any reason other than the material breach by any of the Buyers of its
obligations hereunder, the Deposit shall be promptly paid within two days to the
Buyers. If this Agreement is terminated by the Sellers by reason of the material
breach by any of the Buyers of its obligations hereunder, the Deposit shall be
paid to the Sellers as liquidated damages and not a penalty with such payment,
once received, being the Sellers' sole and exclusive remedy against the Buyers.
Notwithstanding the foregoing in this SECTION 3.4, the Escrow Agent shall not
disburse the Deposit until the earlier to occur of (i) receipt by the Escrow
Agent of joint written instructions, signed by the Sellers and the Buyers, or
(ii) entry of a final and nonappealable adjudication of the Bankruptcy Court
determining which Party is entitled to receive the Deposit. In the event of a
dispute between the Parties with respect to the Deposit, the Escrow Agent may
deposit the Deposit with the Bankruptcy Court and commence an action to
determine the proper disposition of such Deposit.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers represent and warrant to the Buyers as follows:

Section 4.1 Organization. Each Seller is a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation. The Sellers are duly qualified or licensed to do business as a
foreign entity and are in good standing in each jurisdiction in which the
ownership or lease of the Purchased Assets or the conduct of the Business
requires such qualification or license, except where the failure to be so
qualified or be so licensed would not reasonably be expected to result in a
Material Adverse Effect. The Sellers have all requisite power and authority to

carry on the Business as currently conducted and to own, lease or use, as the
case may be, the Purchased Assets.

Section 4.2 Authorization of Transaction. Subject to the entry of the
Approval Order, each Seller has all requisite power and authority to execute,
deliver and perform this Agreement and each of the Ancillary Documents to which
it is a party. Subject to the entry of the Approval Order, this Agreement
constitutes, and each of such Ancillary Documents when executed and delivered by
such Seller will constitute, a valid and legally binding obligation of such
Seller (assuming that this Agreement and such Ancillary Documents constitute
valid and legally binding obligations of the other parties thereto), enforceable
in accordance with its terms and conditions, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar Laws of general applicability relating to or
affecting creditors' rights, or by general equity principles, including
principles of commercial reasonableness, good faith and fair dealing.

Section 4.3 Noncontravention; Consents. Except for the Bankruptcy Court's
entry of the Approval Order (as herein defined), no material consent, release,
authorization, order or approval of, or filing or registration with, any
governmental authority or other person is required for the execution and
delivery of this Agreement and the Ancillary Documents to be executed and
delivered by the Sellers hereunder and the consummation by the Sellers of the
transactions contemplated. Except for the Bankruptcy Court's entry of the
Approval Order, neither the execution and delivery by the Sellers of this
Agreement and the Ancillary Documents, nor the consummation by the Sellers of
the transactions contemplated hereby and thereby, will conflict with or result
in a breach of any of the terms, conditions or provisions of the Sellers'
respective certificates of incorporation or by-laws, any statute or
administrative regulation, or of any order, writ, injunction, judgment or decree
of any court or any governmental authority or of any arbitration award or any
agreement, instrument, permit or authorization held by any of the Sellers or
included within the Purchased Assets, in each case to which any of the Sellers
is subject or by which any of the Sellers is bound, which conflict or breach
would reasonably be expected to have a Material Adverse Effect on the Sellers,
the Business, the Purchased Assets or the transaction contemplated by this
Agreement.

Section 4.4 Title To the Sellers' Knowledge, the Sellers have good title
to and, subject only to the Bankruptcy Court's entry of the Approval Order, the
power to sell the material tangible personal property and the Real Property and
Entitlements contained in the Purchased Assets, free and clear of any Liens
other than Permitted Liens. To the Sellers' Knowledge, the Sellers have good
title to its ownership interests in the Joint Ventures, free and clear of any
Liens.

Section 4.5 Brokers. Except as set forth on Schedule 4.5, the Sellers have
not dealt with any person or entity who is or may be entitled to a broker's
commission, finder's fee, investment banker's fee or similar payment from the
Sellers for arranging the transactions contemplated hereby or introducing the
parties to each other. The Sellers will pay any compensation due to any person
and/or entities identified on such Schedule 4.5.

Section 4.6 LIMITATION ON WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN
THIS ARTICLE IV OR IN ANY ANCILLARY DOCUMENT, NONE OF THE SELLERS OR ANY
AFFILIATE OF THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF

THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS OR OTHERWISE,
OR WITH RESPECT TO ANY INFORMATION PROVIDED TO THE BUYERS, INCLUDING WITH
RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. ALL
OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. EXCEPT TO THE EXTENT
SPECIFICALLY SET FORTH IN THIS ARTICLE IV OR IN ANY ANCILLARY DOCUMENT, THE
SELLERS ARE SELLING, ASSIGNING AND TRANSFERRING THE PURCHASED ASSETS TO THE
BUYERS ON AN "AS-IS, WHERE-IS" BASIS.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYERS

The Buyers represent and warrant to the Sellers as follows:

Section 5.1 Organization. Each Buyer is duly organized, formed or
incorporated and validly existing and in good standing under the laws of the
state of such organization, formation or incorporation. Each Buyer is duly
qualified or licensed to do business as a foreign entity and is in good standing
in each jurisdiction where such qualification or license is required, except
where the failure to so qualify or be so licensed would not reasonably be
expected to adversely affect its ability to consummate the transactions
contemplated by, and discharge its obligations under, this Agreement and the
Ancillary Documents to which it is a party (a "Buyer Material Adverse Effect").
Each Buyer has all requisite power and authority to carry on its business as
currently conducted.

Section 5.2 Authorization of Transaction. Each Buyer has all requisite
power and authority to execute and deliver this Agreement and each of the
Ancillary Documents to which it is a party, and to perform its obligations
hereunder and thereunder. This Agreement constitutes, and each of the Ancillary
Documents executed and delivered by such Buyer constitutes, a valid and legally
binding obligation of such Buyer (assuming that this Agreement and such
Ancillary Documents will constitute valid and legally binding obligations of the
other parties thereto), enforceable in accordance with its terms and conditions,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors' rights or by general equity
principles, including principles of commercial reasonableness, good faith and
fair dealing.

Section 5.3 Noncontravention; Consents.

(a) The execution and delivery by each of the Buyers of this Agreement
and the Ancillary Documents to which it is a party, and the consummation by
the each of the Buyers of the transactions contemplated hereby and thereby,
do not: (i) violate any Law to which such Buyer or their respective assets
are subject, (ii) conflict with or result in a breach of any provision of
such Buyer's organizational or governance documents, or (iii) create a
breach, default, termination, cancellation or acceleration of any obligation
under any contract, agreement or binding commitment to which such Buyer is a
party or by which such Buyer or any of its assets or properties is bound or
subject, except for any of the foregoing in the case of CLAUSES (i) and
(iii), that would not reasonably be expected to result in a Buyer Material
Adverse Effect.

(b) No notices, permits, consents, approvals, authorizations,
qualifications or orders of Governmental Entities or third parties are
required for the consummation by the Buyers of the transactions contemplated
hereby or by the Ancillary Documents, other than such of the foregoing that,
if not obtained or made, would not reasonably be expected to result in a
Buyer Material Adverse Effect.

Section 5.4 Litigation. There are no legal, administrative, arbitration or
other formal proceedings or governmental investigations pending or, to the
knowledge of the Buyers threatened, that question the validity of this Agreement
or any of the Ancillary Documents, or any action taken or to be taken by the
Buyers in connection with this Agreement or any of the Ancillary Documents,
other than such of the foregoing that would not individually or reasonably be
expected to result in a Buyer Material Adverse Effect.

Section 5.5 Availability of Funds. The Buyers have funds available to them
sufficient to pay to the Sellers the Purchase Price and to perform all of the
obligations of the Buyers pursuant to, and to consummate the transactions
contemplated by, this Agreement and each of the Ancillary Documents to which it
is a party.

Section 5.6 LIMITATION ON THE WARRANTIES OF THE SELLERS. THE BUYERS HEREBY
ACKNOWLEDGE AND AGREE THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN
ARTICLE IV, NONE OF THE SELLERS OR THEIR RESPECTIVE AFFILIATES MAKE, and the
Buyers are not relying upon, ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE PURCHASED ASSETS, THE
ASSUMED LIABILITIES, THE BUSINESS OR OTHERWISE, OR WITH RESPECT TO ANY
INFORMATION PROVIDED TO THE BUYERS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND THE BUYERS ARE ACQUIRING THE
PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS.

ARTICLE VI
COVENANTS

Section 6.1 General. Each of the Parties will use commercially reasonable
efforts to take or cause to be taken all actions and to do or cause to be done,
as soon as possible, all things necessary, proper or advisable (subject to any
Laws) to consummate the Closing and the other transactions contemplated by this
Agreement, including the negotiation, execution and delivery of any additional
instruments necessary to consummate the transactions contemplated by this
Agreement or the Ancillary Documents. Neither of the Parties will, without prior
written consent of the other Party, take or fail to take, or permit their
respective Affiliates to take or fail to take, any action, which would
reasonably be expected to prevent or materially impede, interfere with or delay
the consummation, as soon as possible, of the transactions contemplated by this
Agreement or the Ancillary Documents; provided that nothing in this SECTION 6.1
will require a Party to cure any breach or inaccuracy with respect to any
representation or warranty contained in this Agreement or any Ancillary
Documents.

Section 6.2 Notices and Consents. Prior to the Closing Date, the Sellers
will use commercially reasonable efforts to give all notices required to be
given by the Sellers and to obtain

all material consents, approvals or authorizations of any third parties
(including any Governmental Entity) that are required to be obtained by the
Sellers in connection with the transactions contemplated by this Agreement. In
connection with the foregoing, each Party will (a) promptly notify the other
Party of any written communication to that Party or its Affiliates from any
Governmental Entity and, subject to Law, provide the other Party with a copy of
any written communication to any of the foregoing and (b) not participate in any
substantive meeting or discussion with any Governmental Entity in respect of any
filings, investigation or inquiry concerning the transactions contemplated by
this Agreement unless it consults with the other Party in advance and, to the
extent permitted by such Governmental Entity, give the other Party the
opportunity to attend and participate thereat, with respect to this Agreement or
the Ancillary Documents and the transactions contemplated hereby or thereby.
Nothing contained herein will require any Party to pay any consideration (except
filing and application fees) to any other Person from whom any such consents,
approvals or authorizations are requested.

Section 6.3 Conduct of the Business.

(a) Prior to the Closing Date, except with the written consent of the
Buyers (which consent will not be unreasonably withheld or delayed), the
Sellers will use commercially reasonable efforts under the circumstances to:
(i) maintain and operate the tangible Purchased Assets in good operating
condition and repair, ordinary wear and tear excepted; (ii) operate the
Business in the usual and ordinary course, substantially in the same manner
as heretofore conducted; and (iii) preserve and maintain the goodwill
associated with the Business and relationships with the employees, customers,
suppliers, distributors and others with whom the Business has a business
relationship.

(b) The Sellers shall not, without the prior written consent of the
Buyers (i) sell, transfer, or otherwise dispose of any Purchased Assets or
parts thereof, except in the ordinary course of business, (ii) waive any
material rights included in the Purchased Assets, or (iii) terminate, amend,
waive or modify any Assumed Contract except in the ordinary course of
business.

Section 6.4 Transfer Taxes. Subject to the Approval Order, the Buyers will
pay all Taxes that are required to be paid in respect of any transfer, recording
or similar Taxes that may be imposed by reason of the sale, assignment, transfer
and delivery of the Purchased Assets; provided that the Sellers will use their
reasonable best efforts to have the Bankruptcy Court apply SECTION 1146(c) of
the Bankruptcy Code to the transactions contemplated hereby. The Buyers will
timely file all Tax Returns required to be filed in connection with the payment
of such Taxes.

Section 6.5 Access to Business, Records and Documents.

(a) Except as may be prohibited by Law, by the terms of any contract or
under any confidentiality or non-disclosure agreement, prior to the Closing,
the Sellers will (a) upon reasonable notice, permit representatives of the
Buyers to have reasonable access during normal business hours and under
reasonable circumstances to all personnel, premises, properties, assets,
books, records, the Assumed Contracts and documents of the Business, and (b)
furnish the Buyers with financial and other information in the Sellers'
possession relating to the Business and the Purchased Assets as the Buyers
may from time to time reasonably request; provided,

however that the Buyers may not under any circumstances conduct or cause
to be conducted any intrusive or invasive environmental testing at any of
the properties of the Sellers, including any of the Leased Real Property.

(b) The Buyers will preserve and maintain all books and records
included in the Purchased Assets (including all items under SECTION
2.2(a)(viii)) for a period of two (2) years following the Closing Date. After
such two-year period, the Buyers will provide at least 60 days prior written
notice to the Sellers, c/o Jenner & Block LLP, of its intent to dispose of
any such books and records, and the Sellers and their respective Affiliates
will be given the opportunity, at their cost and expense, to remove and
retain all or any part of such books and records as they may select. During
such two-year period, duly authorized representatives of the Sellers and
their respective Affiliates will, upon reasonable notice, have reasonable
access during normal business hours to examine, inspect and copy such books
and records; provided that to the extent that disclosing any such information
would reasonably be expected to constitute a waiver of attorney-client, work
product or other privilege with respect thereto, the Parties will take all
commercially reasonable action to prevent a waiver of any such privilege,
including entering into an appropriate joint defense agreement in connection
with affording access to such information.

Section 6.6 Bankruptcy Case.

(a) The Sellers shall use commercially reasonable efforts to have the
Bankruptcy Court enter the Approval Order.

(b) (i) The Buyers shall have until the date that is one (1) business
day prior to the hearing by the Bankruptcy Court for the Approval Order to
designate, by written notice to the Sellers, the Assumed Contracts that it
wishes the Sellers to assume and assign to the Buyers, and the Assumed
Contracts so identified in such notice shall be set forth on Schedule
2.2(a)(vi); and, (ii) up until the day the Approval Order is entered by the
Bankruptcy Court, the Buyers may elect, by written notice to the Sellers, to
have any of the executory contracts or unexpired leases set forth on Schedule
2.2(a)(vi) not be assigned to and assumed by the Buyers, and any such
contracts or leases so identified in such notice shall be removed from
Schedule 2.2(a)(vi) and shall no longer constitute Assumed Contracts;
provided that the Buyers may not remove the Development Agreement from
Schedule 2.2(a)(vi) without the prior written consent of the Sellers, which
consent may be withheld in their sole discretion. The Buyers shall not elect
to assume the contracts set forth on Schedule 6.6 (the "Rejected Contracts")
and the Sellers shall have no obligation to assume and assign the Rejected
Contracts. Subject to the entry of the Approval Order and the Closing having
occurred, the Sellers shall file a motion to reject the Rejected Contracts.

Section 6.7 Prorations.

(a) The Parties agree that all assessments attributable to the Owned
Real Property, including, sewer rents, water charges, and all other municipal
charges, if any, which have become a lien upon the Owned Real Property,
whether or not recorded, prior to the Closing Date and any real estate and
personal property Taxes on the Owned Real Property that are due or become due
without acceleration for any Straddle Period (such Taxes, other than any
Taxes with respect to which the Buyers acquire escrowed amounts under SECTION
2.2(a)(iii) and/or

2.2(a)(xiii), the "Apportioned Obligations"), and any
refund, rebate or similar payment received by the Sellers or the Buyers for
any Taxes that are Apportioned Obligations, will be apportioned between the
Sellers and the Buyers based upon (i) the number of days in the applicable
Straddle Period falling on or before the Closing Date and the number of days
in the applicable Straddle Period falling after the Closing Date and (ii) the
total amount of the most recent ascertainable real estate Taxes for the Owned
Real Property. The Sellers will be responsible for the amount apportioned to
days on or before the Closing Date, less the aggregate amount of any escrows
acquired by the Buyers under SECTION 2.2(a)(iii) and/or 2.2(a)(xiii), and the
Buyers will be responsible for (x) the amount apportioned to days after the
Closing Date and (y) any amounts apportioned to days on or before the Closing
Date, to the extent of the aggregate amount of escrows acquired by the Buyers
under SECTION 2.2(a)(iii) and/or 2.2(a)(xiii). The Sellers will pay
Apportioned Obligations that are due and payable on or prior to the Closing
Date, and the Buyers will pay Apportioned Obligations that are due and
payable after the Closing Date. The proration of the Apportioned Obligations
made pursuant to this SECTION 6.7 shall be final. In no event shall the
Sellers pay or be apportioned assessments attributable to the Owned Real
Property for any period after the Closing Date.

(b) The Buyers shall promptly reimburse the Sellers for one-half of all
fees, costs and expenses incurred by the Sellers in connection with
transferring the Mortgages to the Buyers in an amount not to exceed
$150,000.00; provided that the Sellers shall use their commercially
reasonable efforts to minimize such fees, costs and expenses.

ARTICLE VII
EMPLOYEE MATTERS

Section 7.1 Employment. The Buyers may in their sole discretion offer to
employ none, any or all of the Sellers' employees. The Buyers shall not have any
liability or obligation to the Sellers for any persons who are employees of the
Sellers from and after the Closing Date or in respect of any severance or other
costs relating to the termination of employment of any of the Sellers' employees
or in respect of any liability or obligation of the Sellers under any employee
plan. Any employment arrangement between the Buyers and any of the Sellers'
employees to be hired by the Buyers as of the Closing Date (each a "Transferred
Employee") shall be employment at the will of the Buyers and each Transferred
Employee. Either the Buyers or Transferred Employee shall be entitled to
terminate the employment arrangement at any time for any reason or for no
reason, with or without cause, and with or without notice to the other. Nothing
herein or elsewhere will be construed as a commitment to employ any Transferred
Employee (or any employee) for any period of time or to pay any Transferred
Employee (or any employee) any severance pay.

ARTICLE VIII
CLOSING CONDITIONS

Section 8.1 Conditions to Obligations of the Buyers. The obligations of
the Buyers to effect the Closing are subject to the fulfillment or waiver on or
before the Closing Date of the following conditions:

(a) The representations and warranties of the Sellers contained in this
Agreement or the Ancillary Documents shall be true and correct in all
material respects on the Closing Date as

though made on the Closing Date, except for changes therein specifically
permitted by this Agreement or the Ancillary Documents, and the Sellers shall
have delivered a certificate confirming the foregoing.

(b) The covenants and agreements contained herein or in any Ancillary
Documents to be performed or complied with by the Sellers on or prior to the
Closing Date shall have been performed or complied with in all material
respects, and the Sellers shall have delivered a certificate confirming the
foregoing.

(i) a duly executed counterpart of the bill of sale and assignment
and assumption agreement in substantially the form attached as Exhibit A
(the "Bill of Sale and Assignment and Assumption Agreement");

(ii) special warranty deeds with respect to the Owned Real Property;

(iii) FIRPTA affidavits on behalf of the Sellers;

(iv) assignment and assumption of the ownership interests in the
Joint Ventures;

(v) assignment and assumption of the Nonexcludable Mortgage
Agreements;

(vi) assignment and assumption of the Royalty Sharing Agreement; and

(vii) such other instruments of sale, transfer, conveyance and
assignment as the Buyers may reasonably request to effect the transactions
contemplated thereby.

(d) the Bankruptcy Court shall have entered the Approval Order.

(e) The Approval Order shall have become final and nonappealable;
provided, however, that at the Buyers' sole option, the Closing may occur at
any time after the entry of the Approval Order by the Bankruptcy Court and
prior to the time it shall become final and nonappealable.

Notwithstanding anything to the contrary in this Agreement, in the event
that (i) the Development Agreement or (ii) any or all of the Excludable
Mortgage Agreements is or are not assignable or otherwise transferrable to
the Buyers for any reason whatsoever, or such assignment or transfer would
constitute a breach under any such agreements, this Agreement shall not, and
shall not be deemed to, constitute an assignment or transfer of, or an
agreement by the Sellers to transfer or assign, the Development Agreement or
any or all of the Excludable Mortgage Agreements to the Buyers, and the
assignment or transfer of such Development Agreement or any or all of the
Excludable Mortgage Agreements to the Buyers shall not be a condition to the
obligation of the Buyers to effect the Closing.

Section 8.2 Conditions to Obligations of the Sellers. The obligations of
the Sellers to effect the Closing are subject to the fulfillment or waiver on or
before the Closing Date of the following conditions:

(a) The representations and warranties of the Buyers contained in this
Agreement or the Ancillary Documents shall be true and correct in all
material respects on the Closing Date as though made on the Closing Date,
except for changes therein specifically permitted by this Agreement or the
Ancillary Documents, and the Buyers shall have delivered a certificate
confirming the foregoing.

(b) The covenants and agreements contained herein or in any Ancillary
Document to be performed or complied with by the Buyers on or prior to the
Closing Date shall have been performed or complied with in all material
respects and the Buyers shall have delivered a certificate confirming the
foregoing.

(i) the Purchase Price in cash by wire transfer of immediately
available funds to the account or accounts designated by the Sellers;

(ii) the Bill of Sale and Assignment and Assumption Agreement, duly
executed by the Buyers; and

(iii) such other instruments of sale, transfer, conveyance and
assignment as the Sellers may reasonably request to effect the
transactions contemplated thereby.

(d) The Bankruptcy Court shall have entered the Approval Order.

ARTICLE IX
TERMINATION

Section 9.1 Termination of Agreement. This Agreement may be terminated at
any time prior to Closing:

(a) by the mutual written consent of the Sellers and the Buyers;

(b) by written notice from the Sellers or the Buyers if any court of
competent jurisdiction or governmental body, authority or agency having
jurisdiction shall have issued an order, decree or ruling or taken any other
action restraining, enjoining or otherwise prohibiting the transactions as a
whole contemplated by this Agreement and such order, decree, ruling or other
action shall have become final and nonappealable;

(c) by the Sellers, in the event any of the conditions set forth in
SECTION 8.2 have not been met, satisfaction of such condition is impossible
and such condition has not been waived in writing by the Sellers; provided
that the right to terminate this Agreement under this SECTION 9.1(c) shall
not be available to the Sellers if the failure of such condition to be met
was primarily caused by the breach of this Agreement by the Sellers;

(d) by the Buyers, in the event any of the conditions set forth in
SECTION 8.1 have not been met, satisfaction of such condition is impossible
and such condition has not been waived in writing by the Buyers; provided
that the right to terminate this Agreement under this SECTION 9.1(d) shall
not be available to the Buyers if the failure of such condition to be met was
primarily caused by the breach of this Agreement by the Buyers;

(e) by either Party, if Closing has not occurred by January 31, 2006;
provided, however, that the right to terminate this Agreement under this
SECTION 9.1(e) shall not be available to a Party if the failure of the
Closing to occur on or prior to such date was primarily caused by a breach of
this Agreement by such Party; and

(f) by the Sellers, if the Bankruptcy Court approves a higher or better
offer for the Purchased Assets.

Section 9.2 Effect of Termination(a) . If any Party terminates this
Agreement pursuant to SECTION 9.1 above, all of the unperformed obligations
of the Parties hereunder shall terminate without any liability of any Party
to such other Party; provided that nothing herein shall relieve any Party
from any liability for any breach of this Agreement.

Section 9.3 Expense Reimbursement; Break-Up Fee.

(a) In the event (i) this Agreement is terminated by the Sellers at a
time when the Buyers are not in breach of this Agreement and (ii) the Sellers
thereafter consummate an Alternative Transaction with an unaffiliated third
party, the Sellers shall pay to the Buyers an amount equal to a break-up fee
of Two (2% ) per cent of the Purchase Price (the "Break-Up Fee").

(b) The Sellers shall pay to the Buyers an amount equal to their
documented reasonable out-of-pocket costs and expenses (including reasonable
legal fees) incurred in connection with the transactions contemplated by this
Agreement (the "Expense Reimbursement"), in an amount not to exceed $100,000
if the Buyers are ready, willing and able to effect the Closing and deliver
to the Sellers written notice thereof, and the Sellers are unable to effect
the Closing because of their material breach of this Agreement and the Buyers
are not otherwise entitled to recover a Break-Up Fee.

(c) The payment of the Break-Up Fee shall be made by wire transfer of
immediately available funds on the fifth business day following the later of
(i) consummation of the Alternative Transaction and (ii) receipt by the
Sellers of reasonable documentation detailing the amount of Break-Up Fee due.

(d) The payment of the Expense Reimbursement shall be made by wire
transfer of immediately available funds on the fifth business day following
the later of (i) the satisfaction of the conditions set forth in SECTION
9.3(b) and (ii) receipt by the Sellers of reasonable documentation detailing
the amount of Expense Reimbursement due.

ARTICLE X
MISCELLANEOUS

Section 10.1 Notices. Any notice, request, instruction or other document
to be given hereunder will be sent in writing and delivered personally, sent
by reputable, overnight courier service (charges prepaid), sent by registered
or certified mail, postage prepaid, or by facsimile, according to the
instructions set forth below. Such notices will be deemed given: at the time
delivered by hand, if personally delivered; one business day after being
sent, if sent by reputable, overnight courier service; at the time received,
if sent by registered or certified mail; and at the time when confirmation of
successful transmission is received by the sending facsimile machine, if sent
by facsimile.

If to any Seller: Arlington Hospitality, Inc.
2355 S. Arlington Heights Rd.
Arlington Heights, IL 60005
Attention: Leon Vainikos
Facsimile No.: (847) 228-5422

With a copy (which will not constitute Jenner & Block LLP
notice) to: One IBM Plaza
Chicago, IL 60611-7603
Attention: Catherine Steege
Facsimile No.: (312) 840-7352

If to any Buyer: Sunburst Hotel Holding, Inc.
10770 Columbia Pike
Silver Spring, MD 20901
Attn: General Counsel
Facsimile No.: (301) 592-3935

With a copy (which will not constitute Bruce Wald
notice) to: Tishler & Wald, Ltd.
200 South Wacker Drive,
Suite 3000 Chicago, IL 60606
Facsimile No.: (312) 876-3816

or to such other address or to the attention of such other party that the
recipient party has specified by prior written notice to the sending party
in accordance with the preceding.

Section 10.2 Expenses; No Offset. Except as expressly provided in this
Agreement, each of the Buyers and the Sellers, and their respective
Affiliates, will bear their respective costs and expenses (including legal,
accounting and investment banking fees and expenses) incurred in connection
with this Agreement and the transactions contemplated hereby, whether or not
such transactions are consummated. No Party may make any offset against
amounts due to any other Party pursuant to this Agreement, the Ancillary
Documents or otherwise.

Section 10.3 Disclosure Schedules. The representations and warranties of
the Sellers set forth in this Agreement are made and given subject to the
disclosures contained in the Disclosure

Schedules. The Sellers will not be, nor will they be deemed to be, in breach
of any such representations and warranties in connection with any such matter
so disclosed in the Disclosure Schedules. Where only brief particulars of a
matter are set out or referred to in the Disclosure Schedules, or a reference
is made only to a particular part of a disclosed document, full particulars
of the matter and the full contents of the document are deemed to be
disclosed. Inclusion of information in the Disclosure Schedules will not be
construed as an admission that such information is material to the business,
operations or condition (financial or otherwise) of the Business or the
Purchased Assets, taken as a whole, or as an admission of liability or
obligation of the Sellers to any third party. The specific disclosures set
forth in the Disclosure Schedules have been organized to correspond to
Section references in this Agreement to which the disclosure may be most
likely to relate, together with appropriate cross references when disclosure
is applicable to other Sections of this Agreement; provided, however, that
any disclosure in the Disclosure Schedules will apply to and will be deemed
to be disclosed with respect to all other Disclosure Schedules as to which it
is reasonably apparent from the face of such disclosure that such disclosure
should relate to such other Disclosure Schedule. In the event that there is
any inconsistency between any disclosure contained in this Agreement and any
matters disclosed in the Disclosure Schedules, information contained in the
Disclosure Schedules will prevail and will be deemed to be the relevant
disclosure. None of the representations and warranties of the Parties shall
survive the Closing.

Section 10.4 Bulk Sales or Transfer Laws. The Sellers shall obtain, in the
Approval Order, a provision waiving compliance by the Sellers and the Buyers
with the provisions of any bulk sales laws that may be applicable to the
transactions contemplated by this Agreement.

Section 10.5 Assignment; Successors and Assigns. Neither this Agreement
nor any of the rights, interests or obligations provided by this Agreement
may be assigned by either Party (whether by operation of Law or otherwise)
without the prior written consent of the other Party, provided, however, that
the Buyers may assign this Agreement to one or more of its Affiliates, but no
such assignment shall relieve the Buyers of any of its obligations under this
Agreement. Subject to the preceding sentence and except as otherwise
expressly provided herein, this Agreement will be binding upon and inure to
the benefit of the Parties hereto and their respective successors and
permitted assigns.

Section 10.6 Amendment; Waiver. This Agreement may be amended by a written
instrument executed and delivered by the Sellers and the Buyers. At any time
prior to the Closing, the Parties may extend the time for performance of or
waive compliance with any of the covenants or agreements of the other Party
to this Agreement, and may waive any breach of the representations or
warranties of such other Party. No agreement extending or waiving any
provision of this Agreement will be valid or binding unless it is in writing
and is executed and delivered by or on behalf of the Party against which it
is sought to be enforced.

Section 10.7 Severability; Specific Performance. Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be
effective and valid under Law, but if any provision of this Agreement is held
to be prohibited by or invalid under Law, such provision will be ineffective
only to the extent of such prohibition or invalidity, without invalidating
the remainder of this Agreement. Each Party acknowledges and agrees that the
other Party may be irreparably damaged if any provision of this Agreement is
not performed in accordance with its terms or otherwise is breached.
Accordingly, each Party agrees that the other Party may be entitled, subject

to a determination by a court of competent jurisdiction, to injunctive relief
to prevent any such failure of performance or breach and to enforce
specifically this Agreement and any of the terms and provisions hereof.

Section 10.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all such
counterparts taken together will constitute one and the same Agreement.

Section 10.9 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and will not constitute a part of
this Agreement.

Section 10.10 No Third-Party Beneficiaries. This Agreement will not confer
any rights or remedies upon any Person or entity other than the Parties
hereto, their respective successors and permitted assigns.

Section 10.11 Entire Agreement. This Agreement and the Ancillary Documents
collectively constitute the entire agreement among the Parties and supersede
any prior and contemporaneous understandings, agreements or representations
by or among the Parties, written or oral, that may have related in any way to
the subject matter hereof.

Section 10.12 Exhibits and Schedules. The Exhibits and Disclosure
Schedules attached to this Agreement are made a part of this Agreement as if
set forth fully herein.

Section 10.13 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
GIVING EFFECT TO ANY LAW OR RULE THAT WOULD CAUSE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF ILLINOIS TO BE APPLIED.

Section 10.14 Public Announcement. Neither Party will issue any press
release or public announcement relating to the subject matter of this
Agreement prior to the Closing without the prior written consent of the other
Party, provided that either Party may make any public disclosure it believes
in good faith is required by Law, including all necessary disclosures in the
Bankruptcy Case or any listing agreement concerning its publicly-traded
securities, in which case the disclosing Party will use its commercially
reasonable efforts to advise the other Party prior to making such disclosure.

Section 10.15 Recitals. The Recitals are made part of this Agreement as if
set forth fully herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have duly executed and delivered this
Agreement on the date first written above.

THE SELLERS:

ARLINGTON HOSPITALITY, INC.

By:
-----------------------------------
Name:
--------------------------------
Title:
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ARLINGTON HOSPITALITY DEVELOPMENT, INC.

By:
-----------------------------------
Name:
--------------------------------
Title:
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ARLINGTON HOSPITALITY MANAGEMENT

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

ARLINGTON HOSPITALITY STAFFING

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

ARLINGTON INNS OF AMERICA, INC.

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

ARLINGTON INNS OF OHIO, INC.