AGREEMENT TO ASSIGN, RELEASE, FRANCHISE, MANAGE





         THIS AGREEMENT TO ASSIGN, RELEASE, FRANCHISE, MANAGE (this "Agreement")

is entered  into  effective  as of June 15, 2001 (the  "Effective  Date") by and

among  HOSPITALITY  PROPERTIES  TRUST, a Maryland real estate  investment  trust

("HPT"),  HPTMI  PROPERTIES  TRUST,  a Maryland  real  estate  investment  trust

("HPTMI"),  HPTMI HAWAII, INC., a Delaware corporation ("HPTMI Hawaii"), HPT TRS

MI-135, INC., a Delaware corporation (the "New Tenant"), MARRIOTT INTERNATIONAL,

INC.,  a  Delaware  corporation  ("MI"),  CR14  TENANT  CORPORATION,  a Delaware

corporation  ("CR14"),   CRTM17  TENANT  CORPORATION,   a  Delaware  corporation

("CRTM17"  and,  together  with  CR14,  collectively,  the  "Initial  Tenants"),

COURTYARD MANAGEMENT CORPORATION, a Delaware corporation ("Courtyard"), MARRIOTT

HOTEL SERVICES, INC., a Delaware corporation ("Full Service Manager"), RESIDENCE

INN BY MARRIOTT,  INC., a Delaware corporation ("Residence Inn"), SPRINGHILL SMC

CORPORATION,  a  Delaware  corporation  ("SpringHill"),   TOWNEPLACE  MANAGEMENT

CORPORATION, a Delaware corporation ("TownePlace"; and, together with Courtyard,

Full  Service  Manager,   Residence  Inn  and  SpringHill,   collectively,   the

"Managers").



                              W I T N E S S E T H:



         WHEREAS, pursuant to those certain fourteen (14) lease agreements which

are  further  described  on Exhibit A-1  attached  hereto and made a part hereof

(collectively,  the "CR14  Leases"),  HPTMI leases to CR14, and CR14 leases from

HPTMI,  certain  properties as further  described on Exhibit B-1 attached hereto

and made a part  hereof (the "CR14  Properties"),  subject to and upon the terms

and conditions set forth in the CR14 Leases; and



         WHEREAS,  pursuant to those  certain  seventeen  (17) lease  agreements

which are  further  described  on Exhibit  A-2  attached  hereto and made a part

hereof  (collectively,  the "CRTM 17 Leases" and, together with the CR14 Leases,

as the same shall be amended  pursuant to the terms  hereof,  collectively,  the

"Initial Leases"), HPTMI (as successor-in-interest to HPTMI III Properties Trust

pursuant to those certain  Articles of Merger which were filed on June 14, 2001)

leases to CRTM17,  and CRTM17 leases from HPTMI,  certain  properties as further

described  on Exhibit B-2  attached  hereto and made a part hereof (the  "CRTM17

Properties"; and, together with the CR14 Properties,  collectively, the "Initial

Properties"),  subject  to and upon the  terms and  conditions  set forth in the

CRTM17 Leases; and



         WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as

of the Effective Date, by and among  Courtyard,  SpringHill and  TownePlace,  as

sellers,  and  HPT,  as  purchaser  (as  the  same  may  be  amended,  restated,

supplemented or otherwise  modified from time to time as therein  provided,  the

"Limited  Service Purchase  Agreement"),  HPT agreed to purchase from Courtyard,

SpringHill and TownePlace,  and Courtyard,  SpringHill and TownePlace  agreed to

sell to HPT, three (3) additional properties as further described on Exhibit C-1

attached  hereto  and  made a  part  hereof  (the  "Additional  Limited  Service

Properties"),  subject  to and upon the  terms and  conditions  set forth in the

Limited Service Purchase Agreement; and



{PAGE}



         WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as

of  the  Effective  Date,  by and  between  Marriott  Kauai,  Inc.,  a  Delaware

corporation  ("Marriott  Kauai" and,  together with  Courtyard,  SpringHill  and

TownePlace,  collectively,  the "Sellers"), as seller, and HPT, as purchaser (as

the same may be amended, restated,  supplemented or otherwise modified from time

to time as therein provided,  the "Kauai Purchase  Agreement" and, together with

the  Limited   Service   Purchase   Agreement,   collectively,   the   "Purchase

Agreements"), HPT agreed to purchase one (1) additional property as described in

Exhibit C-2 attached  hereto and made a part hereof (the "Kauai  Property"  and,

together with the  Additional  Limited  Service  Properties,  collectively,  the

"Additional Properties"), subject to and upon the terms and conditions set forth

in the Kauai Purchase Agreement; and



         WHEREAS,  pursuant to that certain Assignment and Assumption Agreement,

dated as of the Effective  Date, by and between HPT and HPTMI,  HPT has assigned

to HPTMI all of HPT's  right,  title and  interest  under  the  Limited  Service

Purchase  Agreement,  and HPTMI has  agreed to assume  all of HPT's  obligations

under the Limited Service Purchase Agreement,  subject to and upon the terms and

conditions set forth in such Assignment and Assumption Agreement; and



         WHEREAS,  pursuant to that certain Assignment and Assumption Agreement,

dated as of the Effective  Date,  by and between HPT and HPTMI  Hawaii,  HPT has

assigned to HPTMI Hawaii all of HPT's right,  title and interest under the Kauai

Purchase  Agreement,  and  HPTMI  Hawaii  has  agreed  to  assume  all of  HPT's

obligations  under the Kauai Purchase  Agreement,  subject to and upon the terms

and conditions set forth in such Assignment and Assumption Agreement; and



         WHEREAS,  in  connection  with  the  transactions  contemplated  by the

Purchase  Agreements,  HPTMI and HPTMI  Hawaii  have  agreed to lease to the New

Tenant,  and the New Tenant has agreed to lease from HPTMI and HPTMI Hawaii, the

Additional Properties,  subject to and upon the terms and conditions hereinafter

set forth; and



         WHEREAS,  in  connection  with  the  transactions  contemplated  by the

Purchase  Agreements,  HPTMI and the  Initial  Tenants  have agreed to amend the

Initial  Leases,  subject to and upon the terms and conditions set forth in this

Agreement; and



         WHEREAS,  in  connection  with  the  transactions  contemplated  by the

Purchase  Agreements,  the  Initial  Tenants  have  agreed to assign the Initial

Leases to the New Tenant,  the New Tenant has agreed to accept  such  assignment

from the Initial  Tenants and HPTMI has agreed to consent to such assignment and

to release the Initial Tenants from their  liabilities and obligations under the

Initial  Leases,  subject to and upon the terms and conditions set forth in this

Agreement; and



         WHEREAS,  in  connection  with  the  transactions  contemplated  by the

Purchase Agreements, HPTMI, HPTMI Hawaii and the New Tenant have agreed to amend

the Additional  Leases and to further amend the Initial  Leases,  subject to and

upon the terms and conditions set forth in this Agreement; and



         WHEREAS,  in  connection  with  the  transactions  contemplated  by the

Purchase Agreements, the New Tenant has agreed to engage the Managers to manage,

and the Managers



                                      -2-

{PAGE}



have agreed to be engaged to manage,  the Properties  that are leased by the New

Tenant,  subject  to and  upon  the  terms  and  conditions  set  forth  in this

Agreement; and



         WHEREAS,  in  connection  with  the  transactions  contemplated  by the

Purchase  Agreements,  MI and the New Tenant  have agreed that in the event that

any of the  Managers  shall no longer  manage a Property,  such  Property  shall

continue to be operated as a Marriott brand hotel;



         WHEREAS, in connection with the transactions  contemplated the Purchase

Agreements,  the HPT Parties and the Marriott  Parties have agreed to enter into

various other agreements in order to accomplish all of the foregoing;



         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained

herein  and  in the  Purchase  Agreements,  and  for  other  good  and  valuable

consideration,   the  receipt  and  legal   sufficiency   of  which  are  hereby

acknowledged, the parties hereto hereby agree as follows:



         1.  Defined  Terms.  Capitalized  terms used  herein and not  otherwise

defined  herein  shall  have the  meanings  set  forth  below,  in the  Purchase

Agreements and/or the Initial Leases, as applicable.



                  (a)  "Additional   Leases"  shall  mean  those  certain  Lease

         Agreements,  dated as of the  Effective  Date, by and between HPTMI and

         the New Tenant, with respect to the Additional Properties,  as the same

         may be amended, restated,  supplemented or otherwise modified from time

         to time as therein provided.



                  (b)  "Additional  Limited Service  Properties"  shall have the

         meaning ascribed thereto in the recitals to this Agreement.



                  (c) "Additional  Properties"  shall have the meaning  ascribed

         thereto in the recitals to this Agreement.



                  (d) "Agreement" shall mean this Agreement to Assign,  Release,

         Franchise  and Manage,  together with Exhibits A through I, as the same

         may be amended, restated,  supplemented or otherwise modified from time

         to time as herein provided.



                  (e)  "Agreement  to Lease  (Kauai)"  shall  mean that  certain

         Agreement to Lease  (Kauai),  dated as of the  Effective  Date,  by and

         between  HPTMI  Hawaii  and MI, as the same may be  amended,  restated,

         supplemented  or  otherwise  modified  from  time  to  time  as  herein

         provided.



                  (f)  "Amendment  to Initial  Leases"  shall mean that  certain

         Amendment to Initial  Leases,  dated as of the  Effective  Date, by and

         among  HPTMI and the  Initial  Tenants,  with  respect  to the  Initial

         Leases.



                  (g)  "Amendment  to Closing  Leases"  shall mean that  certain

         Amendment to Closing Leases,  substantially in the form attached hereto

         as Exhibit D, to be entered  into by and  between  HPTMI  and/or  HPTMI

         Hawaii (as applicable) and Tenant with respect to the Properties  which

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