LEASE AGREEMENT



                            Dated as of July 9, 2000



                                 By and Between



                           SOUTHEAST TEXAS INNS, INC.,



                                  AS LANDLORD,



                                       AND



                                 MAY-RIDGE, L.P.



                                    AS TENANT





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                                 LEASE AGREEMENT



                  THIS LEASE AGREEMENT is entered into as of this 9th day of

July, 2000, by and between SOUTHEAST TEXAS INNS, INC., a Tennessee corporation,

as landlord ("Landlord"), and MAY-RIDGE, L.P., a Delaware limited partnership,

as tenant ("Tenant").



                                   WITNESSETH:



                  WHEREAS, Landlord owns fee simple title to the Leased Property

(this and other capitalized terms used and not otherwise defined herein having

the meanings ascribed to such terms in Article 1) described in Exhibit A-1 and

Exhibit A-2 and holds the tenant's interest under the Ground Lease with respect

to the Property described in Exhibit A-3; and



                  WHEREAS, Landlord wishes to lease the Leased Property to

Tenant and Tenant wishes to lease the Leased Property from Landlord, all subject

to and upon the terms and conditions herein set forth;



                  NOW, THEREFORE, in consideration of the mutual covenants

herein contained and other good and valuable consideration, the mutual receipt

and legal sufficiency of which are hereby acknowledged, Landlord and Tenant

hereby agree as follows:



                                   ARTICLE 1.



                                   DEFINITIONS



                  For all purposes of this Agreement, except as otherwise

expressly provided or unless the context otherwise requires, (i) the terms

defined in this Article shall have the meanings assigned to them in this Article

and include the plural as well as the singular, (ii) all accounting terms not

otherwise defined herein shall have the meanings assigned to them in accordance

with GAAP, (iii) all references in this Agreement to designated "Articles,"

"Sections" and other subdivisions are to the designated Articles, Sections and

other subdivisions of this Agreement, and (iv) the words "herein," "hereof,"

"hereunder" and other words of similar import refer to this Agreement as a whole

and not to any particular Article, Section or other subdivision.



                  1.1.     "ACCOUNTING PERIOD" shall mean each calendar month.



                  1.2.     "ADDITIONAL CHARGES" shall have the meaning given

such term in Section 3.1.3.



                  1.3.     "ADDITIONAL RENT" shall have the meaning given such

term in Section 3.1.2(a).



                  1.4.     "AFFILIATED PERSON" shall mean, with respect to any

Person, (a) in the case of any such Person which is a partnership, any partner

in such partnership, (b) in the case of any such Person which is a limited

liability company, any member of such company, (c) any other Person which is a

Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or

to one or more of the Persons referred to in the preceding clauses (a) and (b),

(d) any other Person who is an officer, director, trustee or employee of, or

partner in or member of, such





{PAGE}   3



Person or any Person referred to in the preceding clauses (a), (b) and (c), and

(e) any other Person who is a member of the Immediate Family of such Person or

of any Person referred to in the preceding clauses (a) through (d).



                  1.5.     "AGREEMENT" shall mean this Lease Agreement,

including Exhibits A-1 through A-3, B and C hereto, as it and they may be

amended from time to time as herein provided.



                  1.6.     "APPLICABLE LAWS" shall mean all applicable laws,

statutes, regulations, rules, ordinances, codes, licenses, permits and orders,

from time to time in existence, of all courts of competent jurisdiction and

Government Agencies, and all applicable judicial and administrative and

regulatory decrees, judgments and orders, including common law rulings and

determinations, relating to injury to, or the protection of, real or personal

property or human health or the Environment, including, without limitation, all

valid and lawful requirements of courts and other Government Agencies pertaining

to reporting, licensing, permitting, investigation, remediation and removal of

underground improvements (including, without limitation, treatment or storage

tanks, or water, gas or oil wells), or emissions, discharges, releases or

threatened releases of Hazardous Substances, chemical substances, pesticides,

petroleum or petroleum products, pollutants, contaminants or hazardous or toxic

substances, materials or wastes whether solid, liquid or gaseous in nature, into

the Environment, or relating to the manufacture, processing, distribution, use,

treatment, storage, disposal, transport or handling of Hazardous Substances,

underground improvements (including, without limitation, treatment or storage

tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or

toxic substances, materials or wastes, whether solid, liquid or gaseous in

nature.



                  1.7.     "APPLICABLE PERCENTAGE" shall mean five percent (5%).



                  1.8.     "AWARD" shall mean all compensation, sums or other

value awarded, paid or received by virtue of a total or partial Condemnation of

any of the Leased Property (after deduction of all reasonable legal fees and

other reasonable costs and expenses, including, without limitation, expert

witness fees, incurred by Landlord, in connection with obtaining any such

award).



                  1.9.     "BASE TOTAL HOTEL SALES" shall mean, with respect to

each Property, Total Hotel Sales for such Property for the Base Year; provided,

however, that in the event that, with respect to any Lease Year, or portion

thereof, for any reason (including, without limitation, a casualty or

Condemnation) there shall be a reduction of five percent (5%) or more in the

number of rooms at any Hotel or a change in the services provided at any Hotel

(including, without limitation, if applicable, the closing of restaurants or the

discontinuation of food or beverage services) from the number of rooms or the

services provided during the Base Year, in determining Additional Rent payable

with respect to such Lease Year, Base Total Hotel Sales shall be reduced as

follows: (a) in the event of the termination of this Lease with respect to any

Property pursuant to Article 10, 11 or 12, all Total Hotel Sales attributable to

such Property during the Base Year shall be subtracted from Base Total Hotel

Sales, appropriately prorated based on time elapsed if such termination occurs

on a date other than the first day of any Fiscal Year; (b) in the event of a

complete closing of a Hotel, all Total Hotel Sales attributable to such Hotel

during the Base Year shall be subtracted from Base Total Hotel Sales throughout

the





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{PAGE}   4



period of such closing; (c) in the event of a partial closing of a Hotel

affecting five percent (5%) or more of the guest rooms in such Hotel, Total

Hotel Sales attributable to guest room occupancy or guest room services at such

Hotel during the Base Year shall be ratably allocated among all guest rooms in

service at such Hotel during the Base Year and all such Total Hotel Sales

attributable to rooms no longer in service shall be subtracted from Base Total

Hotel Sales throughout the period of such closing; (d) in the event of a closing

of a restaurant, all Total Hotel Sales attributable to such restaurant during

the Base Year shall be subtracted from Base Total Hotel Sales throughout the

period of such closing; and (e) in the event of any other change in

circumstances affecting any Hotel, Base Total Hotel Sales shall be equitably

adjusted in such manner as Landlord and Tenant shall reasonably agree.



                  1.10.    "BASE YEAR" shall mean the year commencing July 1,

2000 and ending June 30, 2001.



                  1.11.    "BUSINESS DAY" shall mean any day other than

Saturday, Sunday, or any other day on which banking institutions in the State of

Tennessee or the State of New York are authorized by law or executive action to

close.



                  1.12.    "CAPITAL ADDITION" shall mean any renovation, repair

or improvement to the Leased Property (or portion thereof), the cost of which

constitutes a Capital Expenditure.



                  1.13.    "CAPITAL EXPENDITURE" shall mean any expenditure

treated as capital in nature in accordance with GAAP.



                  1.14.    "CLAIM" shall have the meaning given such term in

Article 8.



                  1.15.    "CODE" shall mean the Internal Revenue Code of 1986

and, to the extent applicable, the Treasury Regulations promulgated thereunder,

each as from time to time amended.



                  1.16.    "COMMENCEMENT DATE" shall mean July 9, 2000 at 11:00

p.m. (New York time).



                  1.17.    "CONDEMNATION" shall mean, with respect to any

Property, (a) the exercise of any governmental power with respect to such

Property, whether by legal proceedings or otherwise, by a Condemnor of its power

of condemnation, (b) a voluntary sale or transfer of such Property by Landlord

to any Condemnor, either under threat of condemnation or while legal proceedings

for condemnation are pending, or (c) a taking or voluntary conveyance of all or

part of such Property, or any interest therein, or right accruing thereto or use

thereof, as the result or in settlement of any condemnation or other eminent

domain proceeding affecting such Property, whether or not the same shall have

actually been commenced.



                  1.18.    "CONDEMNOR" shall mean any public or quasi-public

Person, having the power of Condemnation.



                  1.19.    "DATE OF TAKING" shall mean, with respect to any

Property, the date the Condemnor has the right to possession of such Property,

or any portion thereof, in connection with a Condemnation.





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{PAGE}   5



                  1.20.    "DEFAULT" shall mean any event or condition which

with the giving of notice and/or lapse of time would ripen into an Event of

Default.



                  1.21.    "DISBURSEMENT RATE" shall mean an annual rate of

interest, as of the date of determination, equal to the greater of (i) the

Interest Rate and (ii) the per annum rate for fifteen (15) year U.S. Treasury

Obligations as published in The Wall Street Journal plus three hundred fifty

(350) basis points.



                  1.22.    "DISTRIBUTION" shall mean (a) any declaration or

payment of any dividend (except dividends payable in common stock of Tenant, if

applicable) on or in respect of any shares of any class of capital stock of

Tenant or similar payment with respect to a partnership interest in Tenant, as

the case may be, (b) any purchase, redemption, retirement or other acquisition

of any shares of any class of capital stock of Tenant or any partnership

interest in Tenant, as the case may be, (c) any other distribution on or in

respect of any shares of any class of capital stock of Tenant or any partnership

interest in Tenant, as the case may be, or (d) any return of capital to

shareholders or partners of Tenant.



                  1.23.    "EASEMENT AGREEMENT" shall mean any conditions,

covenants and restrictions, easements, declarations, licenses and other

agreements which are Permitted Encumbrances and such other agreements as may be

granted in accordance with Section 19.1.



                  1.24.    "ENCUMBRANCE" shall have the meaning given such term

in Section 20.1.



                  1.25.    "ENTITY" shall mean any corporation, general or

limited partnership, limited liability company or partnership, stock company or

association, joint venture, association, company, trust, bank, trust company,

land trust, business trust, cooperative, any government or agency, authority or

political subdivision thereof or any other entity.



                  1.26.    "ENVIRONMENT" shall mean soil, surface waters, ground

waters, land, stream, sediments, surface or subsurface strata and ambient air.



                  1.27.    "ENVIRONMENTAL OBLIGATION" shall have the meaning

given such term in Section 4.3.1.



                  1.28.    "ENVIRONMENTAL NOTICE" shall have the meaning given

such term in Section 4.3.1.



                  1.29.    "EVENT OF DEFAULT" shall have the meaning given such

term in Section 12.1.



                  1.30.    "EXCESS TOTAL HOTEL SALES" shall mean, with respect

to any Property, with respect to any Lease Year, or portion thereof, the amount

of Total Hotel Sales for such Property for such Lease Year, or portion thereof,

in excess of Base Total Hotel Sales for such Property for the equivalent period.



                  1.31.    "EXTENDED TERMS" shall have the meaning given such

term in Section 2.4.





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{PAGE}   6



                  1.32.    "FF&E ESTIMATE" shall have the meaning given such

term in Section 5.1.2(c).



                  1.33.    "FF&E PLEDGE" shall mean the Assignment and Security

Agreement, dated as of the date hereof, made by Tenant for the benefit of

Landlord.



                  1.34.    "FF&E RESERVE" shall have the meaning given such term

in Section 5.1.2(a).



                  1.35.    "FINANCIAL OFFICER'S CERTIFICATE" shall mean a

certificate of the chief executive officer, chief financial officer or chief

accounting officer (or such officers' authorized designee) of Tenant, duly

authorized, accompanying the financial statements required to be delivered

pursuant to Section 17.2, in which such officer shall certify (a) that such

statements have been properly prepared in accordance with GAAP and are true,

correct and complete in all material respects and fairly present the financial

condition of Tenant at and as of the dates thereof and the results of Tenant's

operations for the periods covered thereby, and (b) that no Event of Default has

occurred and is continuing hereunder.



                  1.36.    "FISCAL YEAR" shall mean each calendar year.



                  1.37.    "FIXED TERM" shall have the meaning given such term

in Section 2.3.



                  1.38.    "FIXTURES" shall have the meaning given such term in

Section 2.1(d).



                  1.39.    "GAAP" shall mean generally accepted accounting

principles consistently applied.



                  1.40.    "GOVERNMENT AGENCIES" shall mean any court, agency,

authority, board (including, without limitation, environmental protection,

planning and zoning), bureau, commission, department, office or instrumentality

of any nature whatsoever of any governmental or quasi-governmental unit of the

United States or any State or any county or any political subdivision of any of

the foregoing, whether now or hereafter in existence, having jurisdiction over

Tenant or the Leased Property or any portion thereof or any Hotel operated

thereon.



                  1.41.    "GROUND LEASE" shall mean the Ground Lease Agreement,

dated April 12, 1995, between Adorff, Inc., Lehndorff Capital Resources, Inc.,

Wonderland Associates, Noble Associates and Lehndorff United Properties (USA),

collectively as predecessor in interest to MRO Southwest, Inc., a Delaware

corporation, as landlord, and Landlord, as tenant, as amended from time to time.



                  1.42.    "HAZARDOUS SUBSTANCES" shall mean any substance:



                           (a)      the presence of which requires or may

         hereafter require notification, investigation or remediation under any

         federal, state or local statute, regulation, rule, ordinance, order,

         action or policy; or



                           (b)      which is or becomes defined as a "hazardous

         waste", "hazardous material" or "hazardous substance" or "pollutant" or

         "contaminant" under any present or





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{PAGE}   7



         future federal, state or local statute, regulation, rule or ordinance

         or amendments thereto including, without limitation, the Comprehensive

         Environmental Response, Compensation and Liability Act (42 U.S.C. et

         seq.) and the Resource Conservation and Recovery Act (42 U.S.C. section

         6901 et seq.) and the regulations promulgated thereunder; or



                           (c)      which is toxic, explosive, corrosive,

         flammable, infectious, radioactive, carcinogenic, mutagenic or

         otherwise hazardous and is or becomes regulated by any governmental

         authority, agency, department, commission, board, agency or

         instrumentality of the United States, any state of the United States,

         or any political subdivision thereof; or



                           (d)      the presence of which on the Leased

         Property, or any portion thereof, causes or materially threatens to

         cause an unlawful nuisance upon the Leased Property, or any portion

         thereof, or to adjacent properties or poses or materially threatens to

         pose a hazard to the Leased Property, or any portion thereof, or to the

         health or safety of persons on or about the Leased Property, or any

         portion thereof; or



                           (e)      without limitation, which contains gasoline,

         diesel fuel or other petroleum hydrocarbons or volatile organic

         compounds; or



                           (f)      without limitation, which contains

         polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam

         insulation; or



                           (g)      without limitation, which contains or emits

         radioactive particles, waves or material; or



                           (h)      without limitation, constitutes materials

         which are now or may hereafter be subject to regulation pursuant to the

         Material Waste Tracking Act of 1988.



                  1.43.    "HOTEL" shall mean, with respect to any Property

described on Exhibit A-1 through A-3, the all suites hotel being operated on

such Property.



                  1.44.    "HOTEL MORTGAGE" shall mean any Encumbrance placed

upon the Leased Property in accordance with Article 20.



                  1.45.    "HOTEL MORTGAGEE" shall mean the holder of any Hotel

Mortgage.



                  1.46.    "HPT" shall mean Hospitality Properties Trust, a

Maryland real estate investment trust.



                  1.47.    "IMMEDIATE FAMILY" shall mean, with respect to any

individual, such individual's spouse, parents, brothers, sisters, children

(natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law,

brothers-in-law, sisters-in-law, nephews and nieces.



                  1.48.    "IMPOSITIONS" shall mean collectively, all taxes

(including, without limitation, all taxes imposed under the laws of any State,

as such laws may be amended from time to time, and all ad valorem, sales and

use, or similar taxes as the same relate to or are





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imposed upon Landlord, Tenant or the business conducted upon the Leased

Property), assessments (including, without limitation, all assessments for

public improvements or benefit, whether or not commenced or completed prior to

the date hereof), water, sewer or other rents and charges, excises, tax levies,

fees (including, without limitation, license, permit, inspection, authorization

and similar fees), and all other governmental charges, in each case whether

general or special, ordinary or extraordinary, or foreseen or unforeseen, of

every character in respect of the Leased Property or the business conducted

thereon by Tenant (including all interest and penalties thereon due to any

failure in payment by Tenant), which at any time prior to, during or in respect

of the Term hereof may be assessed or imposed on or in respect of or be a lien

upon (a) Landlord's interest in the Leased Property, (b) the Leased Property or

any part thereof or any rent therefrom or any estate, right, title or interest

therein, or (c) any occupancy, operation, use or possession of, or sales from,

or activity conducted on, or in connection with the Leased Property or the

leasing or use of the Leased Property or any part thereof by Tenant; provided,

however, that nothing contained herein shall be construed to require Tenant to

pay and the term "Impositions" shall not include (i) any tax based on net income

imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer

fee (but excluding any mortgage or similar tax payable in connection with a

Hotel Mortgage) or other tax imposed with respect to the sale, exchange or other

disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any

single business, gross receipts tax, transaction privilege, rent or similar

taxes as the same relate to or are imposed upon Landlord, (v) any interest or

penalties imposed on Landlord as a result of the failure of Landlord to file any

return or report timely and in the form prescribed by law or to pay any tax or

imposition, except to the extent such failure is a result of a breach by Tenant

of its obligations pursuant to Section 3.1.3, (vi) any impositions imposed on

Landlord that are a result of Landlord not being considered a "United States

person" as defined in Section 7701 (a) (30) of the Code, (vii) any impositions

that are enacted or adopted by their express terms as a substitute for any tax

that would not have been payable by Tenant pursuant to the terms of this

Agreement or (viii) any impositions imposed as a result of a breach of covenant

or representation by Landlord in any agreement governing Landlord's conduct or

operation or as a result of the negligence or willful misconduct of Landlord.



                  1.49.    "INCIDENTAL DOCUMENTS" shall mean the Security

Agreement, the Partnership Interest Documents and the FF&E Pledge.



                  1.50.    "INDEBTEDNESS" shall mean all obligations, contingent

or otherwise, which in accordance with GAAP should be reflected on the obligor's

balance sheet as liabilities.



                  1.51.    "INSURANCE REQUIREMENTS" shall mean all terms of any

insurance policy required by this Agreement and all requirements of the issuer

of any such policy and all orders, rules and regulations and any other

requirements of the National Board of Fire Underwriters (or any other body

exercising similar functions) binding upon Landlord, Tenant or the Leased

Property.



                  1.52.    "INTEREST RATE" shall mean ten percent (l0%) per

annum.



                  1.53.    "LAND" shall have the meaning given such term in

Section 2.1(a).





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{PAGE}   9



                  1.54.    "LANDLORD" shall have the meaning given such term in

the preambles to this Agreement and shall also include its permitted successors

and assigns.



                  1.55.    "LANDLORD LIENS" shall mean liens on or against the

Leased Property or any payment of Rent (a) which result from any act of, or any

claim against, Landlord or any owner of a direct or indirect interest in the

Leased Property, or which result from any violation by Landlord of any terms of

this Agreement, or (b) which result from liens in favor of any taxing authority

by reason of any tax owed by Landlord or any fee owner of a direct or indirect

interest in the Leased Property; provided, however, that "Landlord Lien" shall

not include any lien resulting from any tax for which Tenant is obligated to pay

or indemnify Landlord against until such time as Tenant shall have already paid

to or on behalf of Landlord the tax or the required indemnity with respect to

the same.



                  1.56.    "LEASE YEAR" shall mean any Fiscal Year or portion

thereof, commencing with the 2000 Fiscal Year, during the Term.



                  1.57.    "LEASED IMPROVEMENTS" shall have the meaning given

such term in Section 2.1(b).



                  1.58.    "LEASED INTANGIBLE PROPERTY" shall mean all hotel

licensing agreements and other service contracts, equipment leases, booking

agreements and other arrangements or agreements affecting the ownership, repair,

maintenance, management, leasing or operation of the Leased Property to which

Landlord is a party; all books, records and files relating to the leasing,

maintenance, management or operation of the Leased Property belonging to

Landlord; all transferable or assignable permits, certificates of occupancy,

operating permits, sign permits, development rights and approvals, certificates,

licenses, warranties and guarantees, rights to deposits, telephone exchange

numbers identified with the Leased Property, and all other transferable

intangible property, miscellaneous rights, benefits and privileges of any kind

or character belonging to Landlord with respect to the Leased Property other

than liquor licenses and other than trade names and service marks, the use of

which by Tenant shall be governed by the Purchase Agreement; provided, however,

there shall be excluded from the term "Leased Intangible Property" so much of

the property described above as shall have been transferred to Tenant pursuant

to the Purchase Agreement and the portion of the property described above that

the leasing thereof to Tenant pursuant to this Agreement would be inconsistent

with the Purchase Agreement.



                  1.59.    "LEASED PERSONAL PROPERTY" shall have the meaning

given such term in Section 2.1(e).



                  1.60.    "LEASED PROPERTY" shall have the meaning given such

term in Section 2.1.



                  1.61.    "LEGAL REQUIREMENTS" shall mean all federal, state,

county, municipal and other governmental statutes, laws, rules, orders,

regulations, ordinances, judgments, decrees and injunctions affecting the Leased

Property or the maintenance, construction, alteration or operation thereof,

whether now or hereafter enacted or in existence, including, without limitation,

(a) all permits, licenses, authorizations, certificates and regulations

necessary to





                                       8

{PAGE}   10



operate any Property for its Permitted Use, and (b) all covenants, agreements,

restrictions and encumbrances contained in any instruments at any time in force

affecting any Property, including those which may (i) require material repairs,

modifications or alterations in or to any Property or (ii) in any way materially

and adversely affect the use and enjoyment thereof, but excluding any

requirements which would arise if Landlord were a real estate investment trust.



                  1.62.    "LIEN" shall mean any mortgage, security interest,

pledge, collateral assignment, or other encumbrance, lien or charge of any kind,

or any transfer of property or assets for the purpose of subjecting the same to

the payment of Indebtedness or performance of any other obligation in priority

to payment of its general creditors.



                  1.63.    "MANAGEMENT AGREEMENT" shall mean any management

agreement entered into by Tenant with respect to all or any portion of the

Leased Property, together with all amendments, modifications and supplements

thereto.



                  1.64.    "MANAGER" shall mean any manager under a Management

Agreement.



                  1.65.    "MINIMUM RENT" shall mean an amount equal to (a) Two

Hundred Forty-Two Thousand Six Hundred Eighty-Seven and No/100 Dollars

($242,687.00) per Accounting Period prior to July 1, 2011, and (b) Two Hundred

Sixty Thousand Six Hundred Fifty and No/100 Dollars ($260,650.00) per Accounting

Period after June 30, 2011. Notwithstanding anything to the contrary, in the

event that (x) either (i) any portion of the HPT Lease Security Deposit (as

defined in the Purchase Agreement) which relates to an Existing HPT Hotel (as

defined in the Purchase Agreement) (or a hotel exchanged for an Existing HPT

Hotel as contemplated in the last sentence of Section 11.6 of the Purchase

Agreement) is either (A) returned to Prime or the Prime HPT Subsidiary (as

defined in the Purchase Agreement) prior to June 30, 2013 for any reason or (B)

applied against any obligation of the Prime HPT Subsidiary in accordance with

the terms of the HPT Lease (as defined in the Purchase Agreement) prior to June

30, 2013 due to a default by the Prime HPT Subsidiary under the HPT Lease, or

(ii) any portion of the HPT Lease Security Deposit is paid to ShoLodge and Prime

pursuant to the last sentence of the initial paragraph of Section 5.3 or the

last sentence of the third paragraph of Section 5.4 of the Purchase Agreement,

then (y) the Minimum Rent payable prior to July 1, 2011 (as previously

increased, if applicable), shall be increased by an amount calculated by first

determining the monthly amount that if invested at nine percent (9%) for the

number of months between the date of calculation and June 30, 2013 (disregarding

partial months) would equal the reduction in the amount payable by Prime to

ShoLodge pursuant to Section 18.3 of the Purchase Agreement as a result of the

event requiring such calculation (and assuming for the purpose of calculating

such reduction only that Minimum Rent is increased as a result of such event and

paid in a timely manner), such increase in Minimum Rent to be allocated among

the Hotels in the same proportion as the Minimum Rent is allocated among the

Hotels before such calculation. The calculation of Minimum Rent under this Lease

as set forth in part (y) of the preceding sentence is described in Exhibit C

attached hereto and incorporated herein by this reference. In the event of any

conflict between the calculation of Minimum Rent as set forth in part (y) above

and Exhibit C, the terms of Exhibit C shall govern.



                  1.66.    "NET WORTH" shall mean the excess of total assets

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