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                        GUARANTY OF RECOURSE OBLIGATIONS



                                     made by



                        HUMPHREY HOSPITALITY TRUST, INC.,

                                  as guarantor,





                                   in favor of



                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.







                          Dated as of November 26, 2002



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                        GUARANTY OF RECOURSE OBLIGATIONS



           This GUARANTY (this "Guaranty"), dated as of November 26, 2002, made

by HUMPHREY HOSPITALITY TRUST, INC., a Virginia corporation, having an address

at c/o Humphrey Hospitality Limited Partnership, 7170 Riverwood Drive, Columbia,

Maryland 21046 ("Guarantor"), in favor of GREENWICH CAPITAL FINANCIAL PRODUCTS,

INC., a Delaware corporation (together with its successors and assigns,

hereinafter referred to as "Lender"), having an address at 600 Steamboat Road,

Greenwich, Connecticut 06830.



                                R E C I T A L S:



           A. Pursuant to that certain Loan Agreement dated as of the date

hereof (as the same may be amended, modified, supplemented or replaced from time

to time, the "Loan Agreement") between Solomons Beacon Inn Limited Partnership

and TRS Subsidiary, LLC (collectively, "Borrowers") and Lender, Lender has

agreed to make a loan (the "Loan") to Borrowers in an aggregate principal amount

not to exceed $40,000,000, subject to the terms and conditions of the Loan

Agreement;



           B. As a condition to Lender's making the Loan, Lender is requiring

that Guarantor execute and deliver to Lender this Guaranty; and



           C. Guarantor hereby acknowledges that Guarantor will materially

benefit from Lender's agreeing to make the Loan;



           NOW, THEREFORE, in consideration of the premises set forth herein and

as an inducement for and in consideration of the agreement of Lender to make the

Loan pursuant to the Loan Agreement, Guarantor hereby agrees, covenants,

represents and warrants to Lender as follows:



           1. Definitions.



              (a) All capitalized terms used and not defined herein shall have

the respective meanings given such terms in the Loan Agreement.



              (b) The term "Guaranteed Obligations" means (i) Borrowers'

Recourse Liabilities and (ii) from and after the date that any Springing

Recourse Event occurs, payment of all the Debt.



           2. Guaranty.



              (a) Guarantor hereby irrevocably, absolutely and unconditionally

guarantees to Lender the full, prompt and complete payment when due of the

Guaranteed Obligations.



                                       2



{PAGE}



              (b) All sums payable to Lender under this Guaranty shall be

payable on demand and without reduction for any offset, claim, counterclaim or

defense.



              (c) Guarantor hereby agrees to indemnify, defend and save harmless

Lender from and against any and all costs, losses, liabilities, claims, causes

of action, expenses and damages, including reasonable attorneys' fees and

disbursements, which Lender may suffer or which otherwise may arise by reason of

Borrowers' failure to pay any of the Guaranteed Obligations when due,

irrespective of whether such costs, losses, liabilities, claims, causes of

action, expenses or damages are incurred by Lender prior or subsequent to (i)

Lender's declaring the Principal, interest and other sums evidenced or secured

by the Loan Documents to be due and payable, (ii) the commencement or completion

of a judicial or non-judicial foreclosure of any Mortgage or (iii) the

conveyance of all or any portion of any Property by deed-in-lieu of foreclosure.



              (d) Guarantor agrees that no portion of any sums applied (other

than sums received from Guarantor in full or partial satisfaction of its

obligations hereunder), from time to time, in reduction of the Debt shall be

deemed to have been applied in reduction of the Guaranteed Obligations until

such time as the Debt has been paid in full, or Guarantor shall have made the

full payment required hereunder, it being the intention hereof that the

Guaranteed Obligations shall be the last portion of the Debt to be deemed

satisfied.



           3. Representations and Warranties. Guarantor hereby represents and

warrants to Lender as follows (which representations and warranties shall be

given as of the date hereof and shall survive the execution and delivery of this

Guaranty):



              (a) Organization, Authority and Execution. Guarantor is a

corporation duly organized, validly existing and in good standing under the laws

of the State of Virginia, and has all necessary power and authority to own its

properties and to conduct its business as presently conducted or proposed to be

conducted and to enter into and perform this Guaranty and all other agreements

and instruments to be executed by it in connection herewith. This Guaranty has

been duly executed and delivered by Guarantor.



              (b) Enforceability. This Guaranty constitutes a legal, valid and

binding obligation of Guarantor, enforceable against Guarantor in accordance

with its terms, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the

enforcement of creditors' rights generally.



              (c) No Violation. The execution, delivery and performance by

Guarantor of its obligations under this Guaranty has been duly authorized by all

necessary action, and do not and will not violate any law, regulation, order,

writ, injunction or decree of any court or governmental body, agency or other

instrumentality applicable to Guarantor, or result in a breach of any of the

terms, conditions or provisions of, or constitute a default under, or result in

the creation or imposition of any mortgage, lien, charge or encumbrance of any

nature whatsoever upon any of the assets of Guarantor pursuant to the terms of

Guarantor's articles of organization, or any mortgage, indenture, agreement or

instrument to which Guarantor is a party or by which it or any of its properties

is bound. Guarantor is not in default under any other guaranty which it has

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