EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of ___________,

2003, is between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under

the laws of the State of Maryland and having its principal place of business at

Dallas, Texas (hereinafter, the "REIT"), ASHFORD HOSPITALITY LIMITED

PARTNERSHIP, a limited partnership organized under the laws of the State of

Delaware and having its principal place of business at Dallas, Texas (the

Operating Partnership"), and MARK NUNNELEY, an individual residing in Dallas,

Texas (the "Executive").



                                    RECITALS:



         A.     The REIT and the Operating Partnership (collectively, the

                "Company") desire to employ the Executive in the capacities and

                on the terms and conditions set out below; and



         B.     The Executive desires to accept such employment with the

                Company, on the terms and conditions set forth below.



         NOW, THEREFORE, the Company and the Executive, in consideration of the

respective covenants set out below, hereby agree as follows:



         1. EMPLOYMENT.



         (a) POSITIONS. During the Term (defined below), the Executive shall be

employed by the Company as Chief Accounting Officer. At the Company's request,

the Executive shall serve the Company's subsidiaries and affiliates in other

offices and capacities in addition to the foregoing. If the Executive, during

the Term, serves in any one or more of such additional capacities, the

Executive's compensation shall not be increased beyond that provided in Sections

3, 4 or 5 below. Further, if the Executive's service in one or more of such

additional capacities is terminated, the Executive's compensation provided

herein shall not be reduced for so long as the Executive otherwise remains

employed by the Company under the terms of this Agreement.



         (b) RESPONSIBILITIES. The Executive's principal employment duties and

responsibilities shall be those duties and responsibilities customary for the

position of Chief Accounting Officer and such other executive duties and

responsibilities as the Chief Executive Officer of the Company ("CEO") or Board

of Directors of the REIT (the "Board") shall from time to time reasonably assign

to the Executive. The Executive shall report directly to the CEO or such

person(s) as the CEO may designate from time to time.



         (c) EXTENT OF SERVICES. Except for illnesses and vacation periods, the

Executive shall devote substantially all of his working time and attention and

his best efforts to the performance of his duties and responsibilities under

this Agreement and shall not be otherwise employed. However, the Executive may

(so long as the following do not materially interfere with the performance of

the Executive's duties hereunder) (i) make any passive investments (including,

without limitation, continuing existing investments with Remington Hotel

Corporation or its affiliates) where he is not obligated or required to, and

shall not in fact, devote material managerial efforts, (ii) participate in

charitable, academic or community



{PAGE}

activities or in trade or professional organizations, (iii) hold directorships

in charitable or non-profit organizations, or (iv) subject to CEO and Board

approval (which approval shall not be unreasonably withheld or withdrawn), hold

directorships in for profit companies, except only that the CEO or the Board

shall have the right to limit such services as a director or such participation

whenever the CEO or the Board shall reasonably believe that the time spent on

such activities infringes in any material respect upon the time required by the

Executive for the performance of his duties under this Agreement or is otherwise

incompatible with those duties.



         2. TERM. This Agreement shall become effective as of the date of the

closing of the initial public offering of shares of the REIT's common stock (the

"Effective Date") and shall continue for a Term ending on December 31, 2006 (the

"Initial Termination Date") unless it is sooner terminated pursuant to Section

7; provided, however, that this Agreement shall be automatically extended for

one additional year on the Initial Termination Date and on each subsequent

anniversary of the Initial Termination Date, unless either the Company or the

Executive elect not to extend the Term of this Agreement by notifying the other

party in writing of such election not less than one hundred eighty (180) days

prior to the expiration of the then current Term. For purposes of this

Agreement, "Term" shall mean the actual duration of the Executive's employment

hereunder, taking into account any extension pursuant to this Section 2 or early

termination of employment pursuant to Section 7.



         3. SALARY. The Company shall pay the Executive a Base Salary which

shall be payable in periodic installments, less statutory deductions and

withholdings, according to the Company's normal payroll practices. Commencing as

of the Effective Date, the Executive's base salary shall be ONE HUNDRED

THIRTY-FIVE THOUSAND Dollars ($135,000) per year. The Board or a Compensation

Committee duly appointed by the Board (the "Compensation Committee") shall

thereafter review the Executive's Base Salary annually to determine within its

sole discretion whether and to what extent the Executive's salary may be

increased (for the purposes of this Agreement, the term "Base Salary" shall mean

the amount established and adjusted from time to time pursuant to this Section

3).



         4. INITIAL RESTRICTED STOCK AWARD. Effective upon execution of this

Agreement, the Company shall grant to the Executive, within thirty (30) days

after the Effective Date, a restricted stock award of 0.06% of the fully-diluted

shares of the common stock outstanding on the forty-fifth (45th) day after

closing of the initial public offering of shares of the REIT's common stock,

excluding shares issued to the underwriters as compensation to the underwriters.

Such stock shall be subject to restrictions on transfer by the Executive and

repurchase by the Company such that the Executive shall not be permitted to

transfer such shares (other than succession by will or by operation of laws of

descent and distribution) and the Company shall have the right to repurchase or

recover such shares for the amount of cash paid therefor, if any, if the

Executive shall terminate employment from the Company, provided that such

transfer and repurchase restrictions shall lapse with respect to 33.33% of such

initial shares on the one-year anniversary date of the issuance of the shares

and on each subsequent anniversary of the issuance of the shares that the

Executive shall remain continuously as an employee of the Company as of such

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