ASSET MANAGEMENT AND CONSULTING AGREEMENT



         This ASSET MANAGEMENT AND CONSULTING AGREEMENT (this "Agreement"), is

entered into as of May 15, 2003 (the "Effective Date"), by and between Remington

Indianapolis Employers Corporation, a Texas corporation ("Manager"), and Ashford

Financial Corporation, a Texas corporation ("Consultant").



                                    RECITALS



         A. Reference is hereby made to those certain hotel management

agreements (collectively, the "Management Agreements" or singularly, a

"Management Agreement"), described on EXHIBIT A attached hereto, and covering

those respective hotel properties more particularly described in each Management

Agreement and on EXHIBIT A attached hereto (collectively, the "Properties" or

singularly, a "Property").



         B. Manager desires to engage Consultant, pursuant to the terms and

conditions of this Agreement, to provide to Manager certain business and

financial advice, asset management, consultation, information and services, as

more particularly described and set forth on EXHIBIT B attached hereto (the

"Services"), in connection with the Properties, the obligations of Manager under

the Management Agreements, and otherwise.



         NOW THEREFORE, in consideration of the covenants and agreements set

forth below and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, Manager and Consultant, intending

to be legally bound, agree as follows:



                                   ARTICLE I

                                   ENGAGEMENT



         SECTION 1.1 CONSULTANT'S ENGAGEMENT. Subject to the terms and

conditions of this Agreement, Manager hereby engages and retains Consultant on a

non-exclusive basis as an independent contractor to perform the Services, and

Consultant hereby agrees to accept and undertake such engagement, and to perform

the Services.



         SECTION 1.2 TERM OF ENGAGEMENT. The term (the "Term") of this Agreement

shall commence on the Effective Date and shall continue thereafter until all of

the Management Agreements have expired (including all extension periods

contained therein, if any) or been terminated, unless this Agreement is

otherwise sooner terminated as provided herein.



         SECTION 1.3 SCOPE OF AGREEMENT. During the Term of this Agreement,

Consultant shall provide its expertise and undertake the performance of the

Services as requested by Manager from time to time. Manager is not required to

follow the advice rendered by Consultant. Notwithstanding the foregoing, it is

expressly acknowledged and agreed that Consultant shall have no responsibility

for the employment, supervision, training, compensation, promotion or discharge

of any employees of Manager, and no employee hired for or with respect to the

Properties shall be or shall be deemed to be an employee of Consultant.





{PAGE}



                                   ARTICLE II

                             DEFAULT AND TERMINATION



         SECTION 2.1 EVENTS OF DEFAULT. The following shall constitute events of

default (each an "Event of Default"):



         (a) The filing of a voluntary petition in bankruptcy or insolvency or a

petition for reorganization under any bankruptcy law by Manager or Consultant;



         (b) The consent to any involuntary petition in bankruptcy or the

failure to vacate within ninety (90) days from the date of entry thereof, any

order approving an involuntary petition by Manager or Consultant;



         (c) The entering of an order, judgment or decree by any court of

competent jurisdiction, on the application of a creditor, adjudicating Manager

or Consultant as bankrupt or insolvent, or approving a petition seeking

reorganization or appointing a receiver, trustee, or liquidator of all or a

substantial part of such party's assets, and such order, judgment or decree

continues unstayed and in effect for any period of ninety (90) days or more;



         (d) The appointment of a receiver for all or any substantial portion of

the property of Manager or Consultant;



         (e) The failure of Manager or Consultant to perform, keep or fulfill

any of the other covenants, undertakings, obligations or conditions set forth in

this Agreement, and the continuance of such default for a period of thirty (30)

days after written notice of said failure; provided, however, if such default

cannot be cured within such thirty (30) day period and Manager or Consultant, as

the case may be, commences to cure such default within such thirty (30) day

period and thereafter diligently and expeditiously proceeds to cure the same,

such thirty (30) day period shall be extended so long as it shall require

Manager or Consultant, as the case may be, in the exercise of due diligence to

cure such default, it being agreed that no such extension shall be for a period

in excess of one hundred twenty (120) days; or



         (f) The failure of Manager to make any payment required to be made in

accordance with the terms of this Agreement within ten (10) days after receipt

of notice from Consultant specifying said default with reasonable specificity,

when such payment is due and payable.



         SECTION 2.2 CONSEQUENCE OF DEFAULT. Upon the occurrence of an Event of

Default, the non-defaulting party may give the defaulting party written notice

of intention to terminate this Agreement (after the expiration of any applicable

grace or cure period provided in Section 2.1 above), and upon the expiration of

thirty (30) days from the date of such notice, this Agreement shall terminate

(the "Termination Date") and the non-defaulting party shall be entitled to

exercise any rights and remedies, at law or in equity, under this Agreement or

under applicable law. In the event this Agreement is terminated, then Consultant

shall also be entitled to receive any and all amounts due Consultant under this

Agreement through and, except for expense reimbursements, prorated to the

Termination Date. Any indemnification obligations contained herein shall survive

any termination of this Agreement.

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