Letter
of Intent

$; All cash to the Seller at closing

Purchaser shall deposit $ as good faith earnest money (First Deposit) with an agreed to Escrow Agent upon the final execution of the Purchase and Sale Agreement by all parties.

At the end of the contingency period described below:

If Purchaser elects to proceed, then at that time the First Deposit shall become non-refundable and Purchaser shall deposit an additional non-refundable $ (the Second Deposit) with Escrow Agent providing for a total of $ . At closing, all earnest monies shall apply towards the purchase price. If however, Purchaser elects to withdraw from the Purchase and Sale Agreement at the end of the inspection and financing periods, then Purchaser shall receive a return of all earnest monies paid and neither party shall have any further obligation to the other.

This letter of intent is specifically subject to the below listed items. All contingencies expire days after the execution by all parties of a Purchase and Sale Agreement.

If Purchaser is not satisfied with the results of inspections or reviews, is unable to obtain the desired financing or franchise or to fully satisfy himself as to the other contingencies, he may withdraw from the Purchase and Sale Agreement and receive a prompt return of all earnest monies paid.

• Review and approval by Purchaser's and Seller's respective attorneys of the Purchase and Sale Agreement
• Inspection Period: The Purchase and Sale Agreement shall be subject to inspection by Purchaser of the property and all books, records and obligations, etc.
• Financing: The Purchase and Sale Agreement shall be subject to Purchaser securing financing satisfactory to Purchaser.
• Franchise: The Purchase and Sale Agreement shall be subject to the issuance of a new franchise agreement, to the Purchaser on terms acceptable to the Purchaser.

The Purchaser acknowledges that he is purchasing these hotels in "AS IS CONDITION WITH ALL OF ITS FAULTS AND LIMITATIONS". Purchaser will perform any and all inspections and reviews he deems appropriate during the provided inspection period and will not rely on any information provided by Seller or his Broker, Hunter Realty Associates, Inc.

Closing shall occur on or before the end of days after the end of the inspection period described above.

Hunter Realty Associates, Inc. (Hunter) is the Broker in this transaction and all parties acknowledge that there are no other Brokers involved. HUNTER REPRESENTS SOLELY THE SELLER AND WILL BE PAID A COMMISSION BY THE SELLER, at closing, as agreed to in a separate agreement with Seller.

The property will be delivered to the Purchaser free and clear of any management contract.

Purchaser certifies and represents that he is financially and operationally Qualified to purchase and operate a property of the magnitude of the property being presented herein. Purchaser agrees to promptly provide adequate financial information and both financial and operational references if requested. Broker and Seller will keep confidential the Purchasers financial and operational information if and when provided.

The parties acknowledge that this letter of intent is not intended to constitute a binding contract and that a contract will not exist unless and until the parties have executed a formal Purchase and Sale Agreement approved by their respective counsel covering the terms of this letter and all other essential terms of this transaction. The parties acknowledge that they have not attempted to set forth herein all essential terms of the subject matter of this transaction and that such essential terms have not been agreed upon by the parties and are subject to further negotiations.