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Property Acquisition/Disposition Agreement

PROPERTY ACQUISITION/DISPOSITION AGREEMENT

THIS AGREEMENT is made and entered into as of February 14, 2007, by and between ORANGE REIT, INC., a Maryland corporation (hereinafter referred to as the Company), and ORANGE REALTY GROUP, LLC, a New Jersey limited liability company (hereinafter referred to as the Advisor).

WHEREAS, the Company plans to conduct business as a real estate investment trust, and, in connection therewith, plans to, from time to time, acquire and dispose of real property, in particular, limited service, extended stay and other hotel properties (hereinafter referred to individually as a Property and collectively as the Properties);

WHEREAS, the Company desires to use the services of the Advisor in connection with the acquisition and disposition of the Properties on the terms set forth in this Agreement; and

WHEREAS, the Company and the Advisor desire to enter into this Agreement for the purposes herein contained.

NOW, THEREFORE, in consideration of the promises herein contained, and for other valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. Engagement of Advisor. The Company hereby engages the Advisor as an advisor in connection with the purchase and sale of the Properties, upon the conditions and for the term and compensation herein set forth.

2. Term of Agreement; Renewal. This Agreement shall continue in force until February 13, 2008, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties.

3. Acceptance of Engagement. The Advisor hereby accepts its engagement as an advisor for the purchase and sale of the Properties and agrees to perform all services as follows:

	a.		serve as the Companys advisor with respect to the acquisition and disposition of Properties and provide research and economic and statistical data in connection with the Companys Properties;

	b.		locate and analyze potential investments in Properties

	c.		present analysis of potential investment in Properties to Directors and to Orange Advisors, LLC.;

	d.		investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors and any and all agents for any of the foregoing, including affiliates of the Advisor, and persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;

	e.		structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties will be made by the Company;

	f.		coordinate the activities of, and act as liaison between Company and independent professionals connected with the purchase or sale of a Property, including attorneys, appraisers, engineers, inspectors, lenders, if any, and others;

	g.		assist Company and its authorized representatives in satisfying any conditions precedent to the purchase or sale of a Property, which shall include contracting on behalf of Company with any third parties whose services are required to close any such purchase or sale;

	h.		negotiate on behalf of the Company with banks or lenders for loans to be made to the Company; provided, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company;

	i.		from time to time, or at any time reasonably requested by the Directors, make reports to the Directors regarding prospective investments in Properties or its performance of services to the Company under this Agreement; and

	j.		do all things necessary to assure its ability to render the services described in this Agreement.

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