ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the Agreement) is dated this              day of [            ], 2004, by and among Orange Hospitality, Inc., a Maryland corporation (the Company), Bergen Capital Incorporated, a New Jersey corporation (the Managing Dealer), and Wachovia Bank, National Association (the Escrow Agent). This Agreement shall be effective as of the effective date of the Companys Registration Statement filed with the Securities and Exchange Commission (the Effective Date).

WHEREAS, the Company proposes to offer and sell, on a best-efforts basis through the Managing Dealer and selected broker-dealers registered with the National Association of Securities Dealers, Inc. (the Managing Dealer and such selected broker-dealers are hereinafter referred to collectively as the Soliciting Dealers) up to 33,025,439 shares of common stock of the Company (the Shares) to investors at $15.00 per Share ($14.25 per Share for the first 842,106 Shares) pursuant to a registration statement (the Registration Statement) filed with the Securities and Exchange Commission;

WHEREAS, the Company has agreed that the subscription price paid in cash by subscribers for Shares will be refunded to such subscribers if less than an aggregate of 842,106 Shares have been sold and payment therefor received within one year of the initial effective date of the Registration Statement (the Anniversary Date); and

WHEREAS, the Company and the Managing Dealer desire to establish an escrow in which funds received from subscribers will be deposited, and the Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties covenant and agree as follows.

1. Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled Escrow Account for the benefit of subscribers for Common Stock of Orange Hospitality, Inc. (the Escrow Account). All monies deposited in the Escrow Account are hereinafter referred to as the Escrowed Funds. The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent. Any checks received that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check or the Managing Dealer. The Managing Dealer may authorize certain Soliciting Dealers which are $250,000 broker-dealers to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers checks and

issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

2. Deposits into the Escrow Account. The Managing Dealer will promptly deliver all monies received from subscribers for the payment of Shares to the Escrow Agent for deposit in the Escrow Account.

3. Collection Procedure.

(a) The Escrow Agent is hereby authorized to forward each check for collection and, upon collection of the proceeds of each check, to deposit the collected proceeds in the Escrow Account or, alternatively, the Escrow Agent may telephone the bank on which the check is drawn to confirm that the check has been paid.

(b) Any check returned unpaid to the Escrow Agent shall be returned to the Soliciting Dealer that submitted the check or the Managing Dealer. In such cases the Escrow Agent will promptly notify the Company of such return.

(c) If (i) the Company rejects any subscription for Shares or (ii) an investor who has telephonically or orally subscribed for Shares properly withdraws such subscription within fifteen (15) days from the date written confirmation has been mailed to the subscriber by the Managing Dealer or appropriate Selected Dealer, and, in either such event, the Escrow Agent has already collected funds for such subscription, the Escrow Agent shall, after receiving written notice from the Company of such event, promptly issue a refund check to the drawer of the check submitted by or on behalf of the rejected or withdrawing subscriber. If the Escrow Agent receives written notice that either of the events specified in the clauses (i) or (ii) of the preceding sentence has occurred and, in either such event, the Escrow Agent has not yet collected funds for such subscription but has submitted the check relating to such subscription for collection, the Escrow Agent shall promptly issue a check in the amount of such check to the rejected or withdrawing subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted the check relating to the subscription of the rejected or withdrawing subscriber, the Escrow Agent shall promptly remit such check directly to the drawer of the check submitted by or on behalf of the subscriber.

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