MEZZANINE LOAN RESTRUCTURING AGREEMENT



         THIS AGREEMENT, dated as of June 2, 2000, is by and among RHD CAPITAL

VENTURES LLC, a Delaware limited liability company having an office at 300

Willowbrook Office Park, Fairport, New York 14450, Attention: Richard Sands,

Manager, Telefax Number (716) 218-2160 (together with its successors and

assigns, "Lender"), HUDSON HOTELS PROPERTIES CORP., a New York corporation, with

an address of c/o Hudson Hotels Corporation, 300 Bausch & Lomb Place, Rochester,

New York 14604, Attention: President, Telefax Number: (716) 454-1865 ("HHPC")

and HUDSON HOTELS CORPORATION, a New York corporation, with an address of 300

Bausch & Lomb Place, Rochester, New York 14604 Attention: E. Anthony Wilson,

Chairman, Telefax Number: (716) 454-1865 ("HHC"). HHPC and HHC are referred to

herein individually as "Borrower" and collectively as "Borrowers".



                                R E C I T A L S:

                                 - - - - - - - -



         WHEREAS, Borrowers and Nomura Asset Capital Corporation ("Nomura")

entered into that certain Mezzanine Loan Agreement, dated as of November 27,

1996, which was amended and restated by that certain Amended and Restated

Mezzanine Loan Agreement, dated as of October 31, 1997, by and among Borrowers

and Nomura (such mezzanine loan agreement, as amended and restated, the

"Mezzanine Loan Agreement"), pursuant to which Borrowers obtained a loan in the

principal amount of $35,000,000 (the "Mezzanine Loan") from Nomura; and



         WHEREAS, the Mezzanine Loan is evidenced by that certain Mezzanine

Note, dated November 27, 1996, made by Borrowers payable to the order of Nomura

in the face amount of $17,000,000, as amended, restated and increased by that

certain Amended and Restated Mezzanine Note, dated as of October 31, 1997, made

by Borrowers payable to the order of Nomura in the face amount of $35,000,000

(as amended, restated and increased, the "Mezzanine Note"); and



         WHEREAS, Lender has purchased the Mezzanine Loan from Nomura, and

Nomura has endorsed the Mezzanine Note to Lender by Allonge, dated April 14,

2000, and assigned the Mezzanine Loan Agreement and the other documents

evidencing and securing the Mezzanine Loan (collectively, the "Mezzanine Loan

Documents") to Lender pursuant to a certain Assignment of Asset Documents, dated

April 14, 2000, from Nomura to Lender (the "Assignment of Asset Documents"); and



         WHEREAS, Nomura and Borrowers also entered into a certain Agreement,

dated as of April 14, 1999, whereby Nomura agreed to forbear from exercising its

rights and remedies under the Mezzanine Loan Documents in respect of certain

existing defaults, which agreement was assigned by Nomura to Lender pursuant to

the Assignment of Assets Documents and was extended by Lender pursuant to the

terms of a certain Forbearance Extension Agreement by and between Lender and

Borrowers, dated as of April 14, 2000 (as assigned and extended, the

"Forbearance Agreement"); and



         WHEREAS, on May 24, 2000 HHC issued to Mezzanine Lender a warrant to

purchase 5,000,000 common shares of stock of HHC for a consideration of

$1,000,000 pursuant to the terms of a certain Agreement and Warrant to Purchase

5,000,000 Common Shares (the "Warrant"); and



         WHEREAS, as a condition to purchasing the Warrant from HHC, Mezzanine

Lender required that HHC enter into a certain Put and Call Agreement, dated as

of May 24, 2000, with Mezzanine Lender (the "Put and Call Agreement") providing

for (a) an option exercisable by HHC to purchase the Warrant from Mezzanine

Lender and





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(b) an option exercisable by Mezzanine Lender to require HHC to purchase the

Warrant from Mezzanine Lender on the terms and conditions set forth in the Put

and Call Agreement; and



         WHEREAS, Lender is indebted to HHC in the principal amount of $750,000

pursuant to the terms of a certain Promissory Note, dated May 24, 2000, made by

Lender payable to the order of HHC in the principal amount of $750,000 (the

"Lender Note"); and



         WHEREAS, Borrowers have requested that Lender agree to a reduction in

the outstanding principal amount of the Mezzanine Loan, as evidenced by the

Mezzanine Note, from $35,000,000 to $25,000,000 by: (a) forgiving $9,250,000 of

the principal amount of the Mezzanine Loan, as evidenced by the Mezzanine Note

and (b) offsetting the obligations of Lender to HHC under the Lender Note

against $750,000 of the principal amount of the Mezzanine Loan, as evidenced by

the Mezzanine Note; and



         WHEREAS, Borrowers have also requested that Lender agree to a

termination of the Forbearance Agreement; and



         WHEREAS, Lender is willing to agree to a reduction in the outstanding

principal amount of the Mezzanine Loan and a termination of the Forbearance

Agreement as aforesaid, provided that Borrowers agree to a restructuring of the

Mezzanine Loan, as provided in this Agreement;



         NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

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