ORANGE HOSPITALITY, INC.

1775 BROADWAY, SUITE 604

NEW YORK, NEW YORK, 10019

Common Shares

Agency Agreement

May 27, 2004

Bergen Capital Incorporated

Heights Plaza

777 Terrace Avenue, 3^rd Floor

Hasbrouck Heights, NJ 07604

Dear Sirs:

Orange Hospitality, Inc., a Maryland corporation (the Company), is a corporation that will elect to qualify as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended ( the Code). Subject to the terms and conditions stated herein, the Company proposes to engage Bergen Capital Incorporated as its managing dealer (the Agent) to solicit offers to buy and obtain purchasers for shares of common stock, $.01 par value, of the Company (Shares) in a public offering for a minimum of $20,000,000 up to a maximum of $350,000,000 (the Offering). The Shares will be registered for sale to the public under the Securities Act of 1933, as amended (the Act), and the regulations promulgated thereunder by the Securities and Exchange Commission (the Commission), on SEC Form S-11, but will not be listed for post-issuance trading on any exchange or included for quotation on any of the Nasdaq markets. The net proceeds of the Offering will be employed by us primarily for the purposes of acquiring hotel properties, including extended-stay, limited service hotels and other hotels, and to repay up to $350,000 of funds loaned to the Company by Brad Honigfeld. This will confirm our agreement respecting your engagement as agent to solicit offers to buy and obtain purchasers for the Shares on a best efforts basis.

1 Representations and Warranties.

(a) The Company represents and warrants to, and agrees with, the Agent with effect from the date hereof, that:

(i) The Company will file a registration statement on Form S-11 with the Commission, and as a part thereof a preliminary prospectus, with respect to the registration of the Shares under the Act; any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424 of the Commission under the Act is hereinafter called a Preliminary Prospectus; the registration statement, as amended at the time it becomes effective under the Act, and the prospectus filed as a part thereof pursuant to Rule 424(b) of the Act are hereinafter called the Registration Statement and Prospectus, respectively; except that (A) if the Company files a post-effective amendment to the registration statement, then the term Registration Statement shall refer to the registration statement as amended by such post-effective amendment thereto and the term Prospectus shall refer to the amended prospectus

then on file with the Commission, and (B) if the prospectus, including any sticker supplement thereto not theretofore consolidated into a post-effective amendment, filed by the Company pursuant to either Rule 424(b) or (c) of the rules and regulations of the Commission under the Act (the Regulations), shall differ from the prospectus on file at the time the Registration Statement or any post-effective amendment thereto shall have become effective, the term Prospectus shall refer to the prospectus, including any such sticker supplement, filed pursuant to either Rule 424(b) or (c), as the case may be, from and after the date on which it shall have been filed. The Company will not file any registration statement for Shares or any amendment to the registration statement or any amendment or supplement to the Prospectus to which you shall reasonably object in writing or which shall be reasonably disapproved by your counsel;

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