INNKEEPERS USA TRUST/FL
OMNIBUS AGREEMENT FOR A 17 HOTEL CONVERSION, DATED MARCH 25, 2003
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<TYPE>EX-10.31
<SEQUENCE>3
<FILENAME>dex1031.txt
<DESCRIPTION>OMNIBUS AGREEMENT FOR A 17 HOTEL CONVERSION, DATED MARCH 25, 2003
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                                                                   EXHIBIT 10.31

                                OMNIBUS AGREEMENT

                            For a 17 Hotel Conversion

     THIS OMNIBUS AGREEMENT FOR A 17 HOTEL CONVERSION (this "Agreement") is made
and entered into this 25th day of March, 2003, by and between, (a) on the one
hand, Residence Inn By Marriott, Inc., a Delaware corporation ("RIBM") and
TownePlace Management Corporation, a Delaware corporation ("TPMC"), affiliates
of Marriott International, Inc., a Delaware corporation ("Marriott"); and (b) on
the other hand, Innkeepers USA Trust, a Maryland real estate investment trust
("Innkeepers Trust"); Innkeepers Hospitality, Inc. and its sister corporations
(collectively, "Outgoing Lessees"); Innkeepers Hospitality Management, Inc., a
Virginia corporation ("New Manager"); KPA Leaseco, Inc. and its sister
corporations, indirect subsidiaries of Innkeepers Trust (each, a "New
Lessee/Franchisee," and, collectively, "New Lessees/Franchisees"), and the other
affiliates of Innkeepers Trust that are executing this Agreement (collectively,
Innkeepers Trust, Outgoing Lessees, New Manager, New Lessees, and such
affiliates are the "Innkeepers Conversion Parties," and, individually, any one
of them is an "Innkeepers Conversion Party").

                                    RECITALS

     WHEREAS, the Innkeepers Conversion Parties comprise the current owners and
lessees of the seventeen (17) hotel properties listed in Schedule R-1 hereto
(each, a "Conversion Hotel," and, collectively, the "Conversion Hotels"), as
well as the proposed new lessees and new manager of the Conversion Hotels
following the consummation of the transactions contemplated herein and certain
reorganizations among the Innkeepers Conversion Parties;

     WHEREAS, each of the Conversion Hotels is currently managed by RIBM or
TPMC, as indicated in Schedule R-1 pursuant to the existing management
agreements identified in Schedule R-1 (each, an "Outgoing Management Agreement,"
and, collectively, the "Outgoing Management Agreements");

     WHEREAS, in order to effect the conversion of each Conversion Hotel from
being a managed hotel to being a franchised hotel (the "Conversion"), the
Innkeepers Conversion Parties and Marriott, in accordance with the terms and
conditions set forth herein, will terminate each Outgoing Management Agreement
and enter into a franchise agreement for each Conversion Hotel (each, together
with its attachments and related agreements, a "New Franchise Agreement," and,
collectively, the "New Franchise Agreements"), on the date indicated opposite
such Conversion Hotel in Schedule R-1 (each, a "Conversion Date," and
collectively, the "Conversion Dates");

     WHEREAS, in lieu of the fees that would otherwise become due and owing from
the Innkeepers Conversion Parties under the Outgoing Management Agreements, the
Innkeepers Conversion Parties will pay to Marriott a conversion fee in
accordance with the terms and conditions set forth herein; and

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     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

1.   DEFINITIONS

     1.1. The following terms shall have the following meanings:

          1.1.1. "Affiliate(s)" means any individual or entity directly or
               indirectly through one or more intermediaries, Controlling,
               Controlled by or under common Control with a party. The term
               "Control" means, with respect to a corporation, partnership,
               limited liability company, or other entity: (a) the right to
               exercise, directly or indirectly, more than fifty percent (50%)
               of the voting rights attributable to the equity interests of such
               entity or Controlled corporation, and, (b) otherwise, the
               possession, directly or indirectly, of the power to direct or
               cause the direction of the management or policies of such entity.

          1.1.2. "Claims" means any and all suits, claims, controversies,
               rights, promises, debts, liabilities, demands, obligations,
               costs, expenses, actions and causes of action of every nature,
               character, and description, in law or in equity, whether
               presently known or unknown, vested or contingent, suspected or
               unsuspected.

          1.1.3. "Confidential Information" means each party's confidential and
               proprietary business and technical information, whether provided
               prior to or subsequent to the execution of this Agreement,
               including written materials as well as information transferred
               orally, visually, electronically or by other means, together with
               the analyses, compilations, studies or other documents prepared
               by a party or its representatives that contain or otherwise
               reflect any of such information (and any copies of the
               foregoing). Without limiting the generality of the foregoing, the
               provisions of this Agreement shall constitute Confidential
               Information.

          1.1.4. "Franchise Documents" means, collectively, this Agreement, the
               Termination Agreements, the New Franchise Agreements, and the
               related agreements, instruments and certificates contemplated
               thereby, including without limitation Guaranties, Manager
               Acknowledgments and Owner Agreements.

          1.1.5. "Generation 1 Residence Inn Hotel" means each of the Conversion
               Hotels designated as a Generation 1 hotel on the list attached
               hereto in Schedule R-1.

          1.1.6. "Gross Room Revenues" has the meaning for such term set forth
               in the Reference Agreement.

          1.1.7. "GSS" means the guest satisfaction survey score under the
               Quality Assurance Program for the Residence Inn by Marriott
               system, or, as the case may be, for the

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          TownePlace Suites system, which score is utilized to measure the level
          of customer satisfaction with customers' experience, at a hotel.

          1.1.8. "Innkeepers Releasors" means the Innkeepers Conversion Parties,
               together with their respective Affiliates, subsidiaries,
               officers, directors, shareholders, members, trustees, partners,
               employees, predecessors, attorneys, agents, representatives,
               successors and assigns, in all cases jointly and severally.

          1.1.9. "Marriott Brand" means any hotels, lodging facilities,
               restaurants or other business operations of any type whatsoever
               operated by, or operated pursuant to a license granted by,
               Marriott or its subsidiaries and Affiliates, at any and all
               locations, including, without limitation, Marriott Hotels,
               Resorts and Suites hotels; Renaissance Hotels, Resorts and Suites
               hotels; Courtyard by Marriott hotels; Fairfield Inn hotels;
               Fairfield Suites hotels; Fairfield Inn & Suites hotels;
               SpringHill Suites by Marriott hotels; TownePlace Suites by
               Marriott hotels; Residence Inn by Marriott hotels; Ritz-Carlton
               hotels; and ExecuStay by Marriott extended stay lodging
               facilities.

          1.1.10. "Marriott Releasees" means each of Marriott, RIBM and TPMC,
               and each of their respective Affiliates, subsidiaries, officers,
               directors, shareholders, employees, predecessors, attorneys,
               agents, representatives, successors and assigns.

          1.1.11. "New Denver Residence Inn" means any Residence Inn by Marriott
               hotel comprising up to Two Hundred Fifty (250) rooms developed,
               promoted, constructed, owned, leased, acquired and/or operated by
               Marriott or a third-party licensee of Marriott, other than by the
               Innkeepers Conversion Parties, and to be located in the Denver,
               Colorado central business district.

          1.1.12. "Quality Assurance Program" means the brand specific program
               utilized by Marriott, as amended from time to time, to measure
               the performance of the hotels under each of the Marriott Brands.
               The Quality Assurance Program consists of two components: (a) the
               GSS; and (b) the Quality Assurance Review, which is a review that
               is conducted twice a year to measure a hotel's performance in key
               operational areas.

          1.1.13. "Red Zone Hotel" means each Conversion Hotel that has been
               identified as being in the Red Zone under and pursuant to the
               Quality Assurance Program.

          1.1.14. "Reference Agreement" means the form of Residence Inn
               Franchise Agreement attached hereto as Exhibit C, which form
               shall provide the basis for each New Franchise Agreement
               contemplated herein.

          1.1.15. "Special Circumstances" has the meaning set forth for such
               term in the Reference Agreement.

          1.1.16. "Termination Agreement" means the agreements to be executed by
               and between Marriott, RIBM and/or TPMC, and the applicable
               Innkeepers Conversion Parties for

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               the purpose of terminating the Outgoing Management Agreements, in
               a form substantially similar to the form of Termination of
               Outgoing Management Agreement set forth in Exhibit B.

          1.1.17. "Yellow Zone Hotel" means each Conversion Hotel that has been
               identified as being in the Yellow Zone under and pursuant to the
               Quality Assurance Program.

     1.2. Each Conversion Hotel may be referred to herein by the name assigned
          to such Conversion Hotel in Schedule R-1.

     1.3. The term Innkeepers Conversion Parties shall mean those specific
          constituent entities composing the Innkeepers Conversion Parties as
          required by the context, provided, however, that:

          1.3.1. Unless specifically provided otherwise, all representations,
               warranties and acknowledgments given by the Innkeepers Conversion
               Parties, and all releases granted by the Innkeepers Conversion
               Parties shall be deemed given and granted by all of the
               Innkeepers Conversion Parties, jointly and severally;

          1.3.2. Innkeepers Trust shall guaranty, and hereby agrees to guaranty,
               the performance of each of the obligations of each of the
               Innkeepers Conversion Parties under this Agreement, regardless of
               whether or not this Agreement directly assigns such obligation to
               Innkeepers Trust; and

          1.3.3. Marriott and its Affiliates shall be entitled to rely upon all
               actions taken, and all agreements entered into, by Innkeepers
               Trust for and on behalf of the other entities and persons
               constituting the Innkeepers Conversion Parties, and such actions
               and agreements shall be binding upon all such other entities and
               persons.

2.   CONVERSIONS

     2.1. Conversion. Subject to the terms and conditions of this Agreement,
          Marriott, RIBM, TPMC, and the Innkeepers Conversion Parties shall
          terminate the Outgoing Management Agreements and enter into the New
          Franchise Agreements on the Conversion Dates set forth in Schedule
          R-1.

     2.2. Deferral of Conversion Date.

          2.2.1. Innkeepers Trust may defer the Conversion of any of the
               Conversion Hotels (each a "Deferred Hotel", and, collectively,
               "Deferred Hotels"), through the Accounting Period ending on
               Friday, August 15, 2003, by giving written notice thereof to
               Marriott no later than thirty (30) days prior to the Conversion
               Date for such Deferred Hotel(s). Such notice shall state the date
               upon which Innkeepers Trust desires to complete such Conversion,
               and Marriott and RIBM and/or TPMC shall use their commercially
               reasonable efforts to accommodate such request on or after

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               such date (the actual date(s) of the Conversion becoming the new
               Conversion Date(s) for such Deferred Hotel(s)). Each such
               Deferred Hotel shall have a Conversion Date that coincides with
               the end of an Accounting Period.

          2.2.2. The Innkeepers Conversion Parties acknowledge and agree that
               (a) Marriott has agreed to accommodate the Innkeepers Conversion
               Parties' request for enhanced deferral rights in order to give
               the Innkeepers Conversion Parties greater flexibility in working
               with their lenders, among other things, and (b) the deferral of a
               Conversion Date may reasonably be expected to cause difficulties
               relating to the operations of any Deferred Hotel, including, but
               not limited to, the maintenance of a trained staff and,
               particularly, key management personnel. For their part, each of
               RIBM and TPMC, as the case may be, agrees to use its reasonable
               commercial efforts to address such operational difficulties. For
               their part, the Innkeepers Conversion Parties agree to hold
               harmless, and to not bring Claims against, RIBM, TPMC, and
               Marriott, with respect to, or arising from, any such operations
               difficulties relating to such deferral and the commercially
               reasonable efforts of RIBM and TPMC, as the case may be, to
               mitigate same.

     2.3. Conditions Precedent to Marriott's Obligations to Convert.
          Notwithstanding any provision to the contrary, Marriott shall not be
          obligated to complete the Conversion of any Conversion Hotel unless:

          2.3.1. The Innkeepers Conversion Parties shall have executed and
               delivered to Marriott (a) the Termination Agreement; (b) the New
               Franchise Agreement; and (c) all other Franchise Documents
               relating to the subject Conversion Hotel;

          2.3.2. On each Conversion Date, no Innkeepers Conversion Party shall
               be in breach of any material provision of any existing
               management, franchise or other agreement between Marriott or any
               of its Affiliates and such Innkeepers Conversion Party;

          2.3.3. Without limiting the generality of the provisions of Section
               2.3.2, on each Conversion Date, all Innkeepers Conversion Parties
               shall have satisfied all monetary obligations owed by them to
               Marriott and its Affiliates as of the Conversion Dates, including
               but not limited to, the Conversion Fees that the Innkeepers
               Conversion Parties will owe Marriott as a result of the
               transactions contemplated by this Agreement;

          2.3.4. Each of the Innkeepers Conversion Parties' representations,
               warranties and covenants contained in Section 8.1 and in all
               other Franchise Documents shall have been true and correct on the
               date when given, and shall be true and correct on the Conversion
               Dates as though made on and as of such dates, as further
               evidenced by the execution of an officer's certificate, in the
               form substantially similar to the certificate set forth in
               Exhibit A (the "Officer's Certificate"), by the Innkeepers
               Conversion Parties, as of the Conversion Dates;

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          2.3.5. The Innkeepers Conversion Parties on behalf of themselves and
               the Innkeepers Releasors, shall have executed and delivered to
               Marriott a general release substantially in the form attached to
               the Termination Agreement, to be effective as of each Conversion
               Dates with respect to the applicable Conversion Hotel. The
               Innkeepers Conversion Parties hereby agree that the failure to
               execute and deliver such release shall be an event of default
               under this Agreement, the applicable Termination Agreements, and
               such New Franchise Agreements, and a failure of consideration for
               the termination of the Outgoing Management Agreement(s), giving
               Marriott the right to terminate any or all such agreements by
               delivering written notice to Innkeepers Trust; provided, however,
               that the Innkeepers Conversion Parties' failure to execute and
               deliver such release shall not, by itself, give Marriott, RIBM or
               TPMC the right to terminate any Outgoing Management Agreement(s).

     2.4. Conditions Precedent to the Innkeepers Conversion Parties Obligations
          to Convert. Notwithstanding any provision to the contrary, the
          Innkeepers Conversion Parties shall not be obligated to complete the
          Conversion of any Conversion Hotel unless:

          2.4.1. Marriott and its Affiliates shall have executed and delivered
               to the Innkeepers Conversion Parties (a) the Termination
               Agreement; (b) the New Franchise Agreement; and (c) all other
               Franchise Documents relating to such Conversion Hotel; and

          2.4.2. The Innkeepers Conversion Parties shall have received the
               approval of its lenders' with respect to such Conversion Hotel,
               to the extent required, and in accordance with the provisions of
               Article 11.

     2.5. The parties acknowledge and agree that the Innkeepers Conversion
          Parties are in the process of undergoing intra-company restructuring
          as a result of the REIT Modernization Act, and that, as a result, in
          the course of the Conversions, or following them, the roles of the
          Innkeepers Conversion Parties may change, including, without
          limitation, entities defined in this Agreement as "Outgoing Lessees"
          may become the franchisee under a New Franchise Agreement in lieu of
          any identified "New Lessee/Franchisee." Such changes shall be subject
          to the ordinary approval by Marriott required in the Franchise
          Documents, and the Innkeepers Conversion Parties shall confirm any
          such changes in the Officer's Certificates delivered by the Innkeepers
          Conversion Parties at each Conversion.

3.   FORMS OF FRANCHISE AGREEMENTS

     3.1. General. Each of the New Franchise Agreements shall be substantially
          similar to the Reference Agreement, provided that: (a) the New
          Franchise Agreements shall contain the modifications set forth in this
          Agreement; (b) the New Franchise Agreements may contain changes
          reasonably determined by Marriott to be necessary to satisfy
          Marriott's obligations under state and Federal franchise and
          securities laws and regulations; and (c) the New Franchise Agreement
          for Horsham TPS will contain brand-specific provisions

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          applicable to the TownePlace Suites brand as of the Conversion Date
          for Horsham TPS, together with the modifications contemplated herein.

     3.2. Royalty Fee. The royalty fee in each of the New Franchise Agreements
          shall be six and one-half percent (6 1/2%) of Gross Room Revenues for
          the first ten (10) years of the term of the New Franchise Agreement
          and shall be five percent (5%) of Gross Room Revenues thereafter for
          the remaining term of the New Franchise Agreement; except that, in the
          case of Louisville (North) RI, the royalty fee shall be six and
          one-half percent (6 1/2%) of Gross Room Revenues for the first three
          (3) years of the term of the New Franchise Agreement for Louisville
          (North) RI and five percent (5%) thereafter.

     3.3. Term of the New Franchise Agreements. Each of the New Franchise
          Agreements shall have the term set forth in Schedule 3.3. Neither
          Marriott nor the Innkeepers Conversion Parties shall have the right to
          renew the New Franchise Agreements.

     3.4. Special Termination Rights.

          3.4.1. Notwithstanding any provision in the Franchise Documents to the
               contrary, in the event that the Innkeepers Conversion Parties
               have not sold the Eden Prairie RI on or prior to the fourth (4th)
               anniversary of its Conversion Date, then Marriott shall have the
               right to terminate the New Franchise Agreement of such Conversion
               Hotel without liability to the Innkeepers Conversion Parties.
               Marriott may exercise such right by delivering to the applicable
               New Lessee/Franchisee written notice at least six (6) months
               prior to the date of termination set forth on such notice.
               Marriott shall forbear from seeking any liquidated damages owed
               with respect to such termination and any termination fee in
               connection with such termination, on condition that the
               Innkeepers Conversion Parties have: (i) provided Marriott with a
               limited release and covenant not to sue whereby the Innkeepers
               Conversion Parties agree and covenant that in no event will any
               of them commence any litigation or other legal or administrative
               proceeding against Marriott, whether in law or equity, relating
               to any Claim, arising out of or in any way connected with or
               related to Marriott's exercise of its rights under this Section
               3.4.1, or any facts related to or action taken by Marriott in
               connection with its exercise of such rights; and (ii) entered
               into a termination agreement with Marriott on Marriott's
               then-existing standard form relating to the applicable Conversion
               Hotel, which termination agreement shall contain the limited
               release and covenant not to sue set forth in (i) above in lieu of
               the standard general release.

          3.4.2. Notwithstanding any provision in the Franchise Documents to the
               contrary, Marriott shall have the right to terminate the New
               Franchise Agreement for any Conversion Hotel that is designated a
               Generation 1 Residence Inn Hotel in Schedule R-1, in the event
               that any such hotel is a Yellow Zone Hotel at any time after the
               tenth (10th) contract year of such New Franchise Agreement;
               provided however, the applicable New Lessee/Franchisee shall have
               an opportunity to cure, on terms and conditions similar to, and
               subject to, the termination provisions applicable to Red Zone
               Hotels at such time. Marriott shall exercise its termination
               right herein by

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               delivering written notice of termination to such New
               Lessee/Franchisee. The effective date of termination of such New
               Franchise Agreement shall be twelve (12) months after the date of
               the delivery of the notice (the "Termination Notice Period"). The
               applicable New Lessee/Franchisee shall not be required to pay
               royalties during the Termination Notice Period, provided that,
               during such Termination Notice Period, such New Lessee/Franchisee
               continues to operate the applicable Conversion Hotel (a) strictly
               in accordance with Marriott's system standards relating to life
               safety issues and critical items, and (b) substantially in
               accordance with all other system standards. Marriott shall
               forbear from seeking any liquidated damages owed with respect to
               such termination and any termination fee in connection with such
               termination, on condition that the Innkeepers Conversion Parties
               have: (i) provided Marriott with a limited release and covenant
               not to sue whereby the Innkeepers Conversion Parties agree and
               covenant that in no event will any of them commence any
               litigation or other legal or administrative proceeding against
               Marriott, whether in law or equity, relating to any Claim,
               arising out of or in any way connected with or related to
               Marriott's exercise of its rights under this Section 3.4.2, or
               any facts related to or action taken by Marriott in connection
               with its exercise of such rights; and (ii) entered into a
               termination agreement with Marriott on Marriott's then-existing
               standard form relating to the applicable Conversion Hotel, which
               termination agreement shall contain the limited release and
               covenant not to sue set forth in (i) above in lieu of the
               standard general release.

4.   ACKNOWLEDGMENT AND RELEASE

     4.1. Acknowledgement and Release. The Innkeepers Conversion Parties
          acknowledge and agree that Marriott, its subsidiaries, Affiliates and
          partners, and their respective successors and assigns, have and retain
          the right to develop, promote, construct, own, lease, acquire and/or
          operate the New Denver Residence Inn. The Innkeepers Conversion
          Parties, for themselves and the Innkeepers Releasors, and for all
          other persons and entities acting on their behalf or claiming under
          any of them, release and forever discharge the Marriott Releasees from
          any and all Claims arising under, relating to or in connection with
          such development, promotion, construction, ownership, lease,
          acquisition and/or operation of the New Denver Residence Inn, as
          further provided in Article 12.

5.   CONVERSION FEE. The Innkeepers Conversion Parties shall pay a Conversion
     Fee (as defined in Schedule 5 (Conversion Fee)) for each Conversion Hotel
     to Marriott in accordance with the terms and conditions of Schedule 5
     (Conversion Fee).

6. TERMINATION FEE

     6.1. Payment Obligation. Without limiting the Innkeepers Conversion
          Parties' obligations relating to termination under this Agreement and
          under the New Franchise Agreements, if, during the Conversion Fee
          Payout Period (as such term is defined in Schedule 5 (Conversion Fee))
          any Conversion Hotel ceases to do business under the Residence Inn by
          Marriott or TownePlace Suites by Marriott system, as applicable, or is
          transferred by

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          the Innkeepers Conversion Parties to a third party, the Innkeepers
          Conversion Parties shall pay to Marriott a termination fee (the
          "Termination Fee") with respect to such terminated or transferred
          Conversion Hotel.

     6.2. Termination Fee Determination. The Termination Fee shall be equal to
          the sum of the Allocated Amount of the Base Amount (as defined in
          Schedule 5 (Conversion Fee)) of such Conversion Hotel, plus an amount
          to compensate Marriott for the loss of one and one-half percent (1
          1/2%) of Gross Room Revenues that would be due for the remainder of
          the ten (10) year period (the "Rooms Revenue Royalty Shortfall"). The
          Rooms Revenue Royalty Shortfall shall be calculated by taking the
          average monthly Gross Room Revenues from the twelve (12) month period
          preceding such transfer or termination, multiplied by one and one half
          percent (1 1/2%), multiplied by the number of months remaining in the
          ten (10) year period (except in the case of the Louisville (North) RI,
          in which case the multiplier shall be the number of months remaining
          in the three (3) year period). Notwithstanding the foregoing, in the
          event that the Innkeepers Conversion Parties choose to spread the
          payment of the Termination Fee over the remainder of the ten or three
          year period, as applicable (pursuant to Section 6.3 below), the
          Termination Fee shall consist only of the Rooms Revenue Royalty
          Shortfall, and the Allocated Portion of the Base Amount for each
          applicable Conversion Hotel shall be reallocated as described in
          Schedule 5 (Conversion Fee).

     6.3. Termination Fee Payment. The Termination Fee shall be payable, in the
          discretion of Innkeepers Trust, as a lump sum payment at an eight and
          three-quarters percent (8.75%) discount or may be spread, pro rata,
          over the remainder of the ten (10) year period (or three (3) year
          period, in the case of the Louisville (North) RI); provided that the
          portion of the Termination Fee calculated by reference to the Rooms
          Revenue Royalty Shortfall shall be adjusted, from year to year, by any
          change in the Consumer Price Index (as defined in Schedule 5
          (Conversion Fee)) using calendar year 2002 as the base year.

          6.3.1. The Termination Fee shall be in addition to any other fees or
               costs payable by the Innkeepers Conversion Parties in connection
               with such termination, including, without limitation, liquidated
               damages. Notwithstanding any provision to the contrary, in the
               event that the Innkeepers Conversion Parties pay both liquidated
               damages and a Termination Fee, the liquidated damages that are
               due and payable under the New Franchise Agreements shall be
               calculated by using a five percent (5%) royalty fee rate, in
               place of the six and one half percent (6 1/2%) royalty fee rate
               that would have been otherwise due and payable.

          6.3.2. In the event that the Innkeepers Conversion Parties choose to
               pay the Termination Fee in a lump sum, such lump sum payment
               shall be paid within forty-five (45) days after the date on which
               the Conversion Hotel ceases to do business under the Residence
               Inn by Marriott or TownePlace Suites by Marriott system, as
               applicable, or is transferred by the Innkeepers Conversion
               Parties to a third party (the "Termination Date").

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          6.3.3. In the event that the Innkeepers Conversion Parties choose to
               spread the payment of the Termination Fee over the remainder of
               the ten or three year period, as applicable, the first such pro
               rata portion of the Termination Fee due shall be paid within
               forty-five (45) days after the Termination Date, and each
               successive pro rata portion of the Termination Fee due shall be
               made on the anniversary date of the Termination Date in each
               successive calendar year.

7.   REPRESENTATIONS, WARRANTIES AND COVENANTS

     7.1. Innkeeper Conversion Parties Representations, Warranties and
          Covenants. Each of the Innkeepers Conversion Parties hereby
          represents, warrants and covenants to each of Marriott, RIBM and TPMC
          (collectively, the "Marriott Companies") as follows, which
          representations, warranties and covenants shall be true at and as of
          each of the Conversion Dates, and shall be confirmed at and as of each
          such Conversion Date, by the execution of the Officer's Certificate by
          the Innkeepers Conversion Parties:

          7.1.1. Schedule 7.1.1 (Innkeepers Entities) contains a complete and
               accurate description of the current ownership structure of the
               Innkeepers Conversion Parties; the owners, lessees, managers and
               franchisees of the Conversion Hotels; and the primary debt
               obligation of each such owner as of the date hereof.

          7.1.2. Each of the Innkeepers Conversion Parties entities listed in
               Schedule 7.1.1 (Innkeepers Entities) is duly organized, validly
               existing and in good standing in the jurisdiction of its
               formation that is indicated in Schedule 7.1.1 (Innkeepers
               Entities). Each of the Innkeepers Conversion Parties is
               conducting its business activities in a manner that is consistent
               with the purposes set forth in its organic documents. None of the
               Innkeepers Conversion Parties is engaged in any activity or
               course of conduct prohibited by its organic documents.

          7.1.3. Each of the Innkeepers Conversion Parties that is entering into
               this Agreement and will enter into the Franchise Documents, has
               full power and authority to enter into the Franchise Documents to
               which it is or will be a party, and has obtained the necessary
               approvals of the Franchise Documents by its general partner,
               board of directors, or other managing or governing body, as the
               case may be, to consummate the transactions contemplated by the
               Franchise Documents.

          7.1.4. The execution, delivery and performance by each of the
               Innkeepers Conversion Parties of the Franchise Documents to which
               it is a party have been duly and validly approved and authorized
               by its general partner, board of directors, or other managing or
               governing body, as the case may be. The corporate and partnership
               officers identified in Schedule 7.1.4 (Innkeepers Officers)
               hereto hold the office of the Innkeepers Conversion Parties
               listed in Schedule 7.1.4 (Innkeepers Officers) and in such
               capacities are duly authorized to execute and deliver to Marriott
               each of the Franchise Documents on behalf of such Innkeepers
               Conversion Parties. The Innkeepers Conversion Parties, through
               the officers identified in Schedule 7.1.4 (Innkeepers Officers),
               have duly and validly executed and delivered the Franchise

                                       10

<PAGE>

               Documents that have been executed and delivered by the Innkeepers
               Conversion Parties to date.

          7.1.5. The execution and delivery of the Franchise Documents by the
               Innkeepers Conversion Parties do not, and the performance by the
               Innkeepers Conversion Parties of their obligations thereunder,
               and the consummation of the transactions contemplated thereby
               will not, conflict with, result in a violation or breach of,
               constitute (with or without notice or lapse of time or both) a
               default under, result in or give to any person any right of
               payment or reimbursement, termination, cancellation, modification
               or acceleration of, or result in the creation or imposition of
               any lien upon any of the Conversion Hotels or any of the rights,
               assets or properties under the New Franchise Agreements under any
               of the terms, conditions or provisions of (i) the organic
               documents of the Innkeepers Conversion Parties, (ii) any laws
               applicable to the Innkeepers Conversion Parties, or (iii) any
               material contract, agreement or commitment to which any
               Innkeepers Conversion Party is a party or by which any Innkeepers
               Conversion Party or any of its assets or properties is bound.

          7.1.6. Except as may have already been obtained by the Innkeepers
               Conversion Parties, no consent or approval of any person or
               entity, including, without limitation, any lender or creditor of
               any of the Innkeepers Conversion Parties, is required by any of
               the Innkeepers Conversion Parties in connection with the
               execution and delivery of the Franchise Documents, or the
               consummation by the Innkeepers Conversion Parties of the
               transactions contemplated thereby. Each of the Innkeepers
               Conversion Parties represents that it has obtained the consent
               and approval of each of the lenders set forth in Schedule 11.1
               prior to the date hereof or shall immediately obtain such consent
               and approval and have such consent and approval in place at least
               ten (10) days prior to the Conversion Date of the applicable
               Conversion Hotel.

          7.1.7. Other than comfort letters with respect to the Addison (Dallas)
               RI, Arlington (DFW -South) RI, Atlanta (Downtown) RI, Innkeepers
               Denver (Downtown) RI, San Mateo RI, Silicon Valley I RI and
               Silicon Valley II RI., which will be delivered by the respective
               Conversion Dates and which will be in the standard form of
               Marriott's comfort letter, no comfort letter or other instrument
               from Marriott is necessary or required by any lender or creditor
               of any of the Innkeepers Conversion Parties in connection with
               the execution and delivery of the Franchise Documents, or the
               consummation by the Innkeepers Conversion Parties of the
               transactions contemplated thereby.

          7.1.8. The entity designated as the owner of the Conversion Hotels in
               Schedule 7.1.1 (Innkeepers Entities) is the owner of such
               Conversion Hotels and has delivered a copy of the deed or other
               instrument of transfer evidencing such ownership. The Innkeepers
               Conversion Parties have delivered, or will by the Conversion
               Date, deliver to Marriott true and complete copies of all
               operating leases. Each such leases is valid and subsisting and
               there is no default or event or state of facts which with notice
               or passage of time may result in a default under the such leases.

                                       11

<PAGE>

          7.1.9. None of the Franchise Documents or other documents and written
               information furnished to Marriott by or on behalf of the
               Innkeepers Conversion Parties in connection with the transactions
               contemplated herein or in the other Franchise Documents contains
               any untrue statement of material fact or omits to state any
               material fact necessary in light of the circumstances in which it
               was made, to make the statements contained herein or therein not
               misleading.

     7.2. Indemnification. Each of the Innkeepers Conversion Parties and
          Innkeepers Releasors shall and hereby does indemnify and shall defend
          and save harmless the Marriott Releasees from and against all losses,
          costs, liabilities, damages, claims and expenses, of every kind and
          description, including reasonable attorneys' fees, arising out of or
          resulting from a breach of any of the representations, warranties or
          covenants set forth in Section 8.1. The Innkeepers Conversion Parties
          shall promptly give written notice to the Marriott Releasees of any
          such breach of which it becomes aware. The Marriott Releasees shall in
          any event have the right, through counsel of their choice at the
          Innkeepers Conversion Parties' expense, to control the defense or
          response to any legal action if it could affect the interests of the
          Marriott Releasees, and such undertaking by the Marriott Releasees
          shall not, in any manner or form, diminish the Innkeepers Conversion
          Parties' obligations to the Marriott Releasees hereunder.

     7.3. Marriott Companies' Representations, Warranties and Covenants. Each of
          the Marriott Companies hereby represents, warrants and covenants to
          the Innkeepers Conversion Parties as follows: (a) Each of the Marriott
          Companies is duly organized, validly existing and in good standing in
          the jurisdiction of its formation; (b) Each of the Marriott Companies
          has full power and authority to enter into and perform its obligations
          under the New Franchise Agreements to which it is or will be a party;
          and (c) the execution, delivery and performance by Marriott of the New
          Franchise Agreements to which it is or will be a party, have been duly
          and validly approved and authorized, and the individuals executing the
          Franchise Documents on behalf of each of the Marriott Companies are
          duly authorized to execute and deliver to the applicable Innkeepers
          Conversion Parties each of the Franchise Documents on behalf of each
          of the Marriott Companies; (d) each of the Marriott Companies, through
          its authorized persons, has duly and validly executed and delivered
          the Franchise Documents; and (e) except for comfort letters to, or any
          consents or approvals by, the creditors or lenders of the Innkeepers
          Conversion Parties, with respect to which each of the Marriott
          Companies is relying on the Innkeepers Conversion Parties'
          representations and warranties set forth in Section 8.1 above, no
          consent or approval of any person or entity is required by each of the
          Marriott Companies in connection with the execution and delivery of
          the Franchise Documents, or the consummation by each of the Marriott
          Companies of the transactions contemplated thereby.

8.   GUARANTY

     8.1. Innkeepers Trust shall be the guarantor of all of the obligations of
          each of the owners of the Conversion Hotels, and shall evidence such
          obligation by executing and delivering to

                                       12

<PAGE>

          Marriott a guaranty in form substantially similar to the form of
          guaranty set forth in the Reference Agreement.

     8.2. Each of the owners of the Conversion Hotels shall be the guarantor of
          all of the obligations of the New Lessees/Franchisees under the
          Franchise Documents, including without limitation, the New Franchise
          Agreements, and shall evidence such obligation by executing and
          delivering to Marriott an owner's agreement in form substantially
          similar to the form of owner's agreement set forth in the Reference
          Agreement.

9.   NO DEFAULTS

     9.1. Each of the Innkeepers Conversion Parties' rights to waiver of
          payments and special termination rights set forth in this Agreement
          shall be subject to there existing no defaults under any of the
          Franchise Documents, including without limitation, this Agreement, the
          Termination Agreements, and each of the applicable New Franchise
          Agreements, at the time that any such Innkeepers Conversion Party
          desires to exercise such rights.

10.  CERTAIN POST CONVERSION OBLIGATIONS

     10.1. Continued Participation. For a minimum period of twelve (12) months
          after conversion of an Conversion Hotel, the Innkeepers Conversion
          Parties shall continue to participate in all market revenue management
          and sales programs involving such Conversion Hotel as of the date of
          conversion, including, but not limited to, cluster sales, cluster
          revenue management and event booking centers programs. The Innkeepers
          Conversion Parties shall have the right to terminate such
          participation provided that the Innkeepers Conversion Parties give at
          least six (6) months prior written notice to Marriott of their
          decision to cease such participation with respect to any Conversion
          Hotel at the end of such twelve (12) months period.

     10.2. Other Obligations. The Innkeepers Conversion Parties shall pay to
          Marriott or to any party designated by Marriott all amounts that
          become due or are payable under the terminated Outgoing Management
          Agreements and shall generally comply with all post termination
          obligations under the terminated Outgoing Management Agreements.

11.  LENDER APPROVAL

     11.1. The Innkeepers Conversion Parties' Covenant. The Innkeepers
          Conversion Parties shall diligently and in good faith obtain such
          approval from their lenders that are set forth in Schedule 11.1, as is
          required to consummate the transactions contemplated by this
          Agreement. In the event that the Innkeepers Conversion Parties fail to
          obtain any such lender approval, then: (a) the Innkeepers Conversion
          Parties shall indemnify and hold Marriott harmless for the Innkeepers
          Conversion Parties' failure to consummate the transactions
          contemplated herein with respect to Marriott's reasonable out of
          pocket costs and expenses relating to the relocation and hiring of
          employees; and (b) the provisions of Section 11.1(a) shall be
          Marriott's sole remedy for such failure to obtain

                                       13

<PAGE>

          such approval, provided that the Innkeepers Conversion Parties have
          complied with the provisions of the first sentence of this Section
          11.1 and can demonstrate that they did so.

12.  GENERAL RELEASE

     12.1. General Release. The parties acknowledge and agree that they have
          been involved in a business relationship in excess of seven (7) years,
          and that the parties have, or may have had, disputes and disagreements
          regarding a variety of matters and issues relating to their business
          relationship. In consideration of the various changes to and the
          agreements concerning the parties' business relationship, as of the
          date hereof, the Innkeepers Conversion Parties, for themselves and for
          each of the other Innkeepers Releasors, hereby, jointly and severally,
          release and discharge the Marriott Releasees from, and agree and
          covenant that in no event will any Innkeepers Releasor commence any
          litigation or other legal or administrative proceeding against, the
          Marriott Releasees, whether in law or equity, relating to any Claims,
          arising out of or in any way connected with or related to:

          12.1.1. each and every Conversion Hotel listed in Schedule R-1,
               including, without limitation, any Claims as regards the Marriott
               Releasees' (including, without limitation, Marriott's, RIBM's or
               TPMC's) management of, and performance under, the Outgoing
               Management Agreements listed in Schedule R-1 through the date
               hereof;

          12.1.2. any and all Claims concerning any other management or
               franchise agreements between the Marriott Releasees and the
               Innkeepers Conversion Parties and their respective Affiliates
               related to any hotels licensed, managed, franchised, owned or
               operated by the Marriott Releasees not listed in Schedule R-1,
               through the date hereof; and

          12.1.3. Marriott's development, promotion, ownership, operation,
               licensing, franchising or management of any existing hotel
               property, any proposed hotel project or any hotel property under
               construction under any Marriott Brand, as previously identified
               in writing (the "Pipeline List") by Marriott to the Innkeepers
               Conversion Parties;

          including, with respect to each of the foregoing subsections, any
          Claims relating to or arising out of the financial or economic impact
          that such development, promotion, ownership, operation, licensing
          and/or management would have, or has had, on any Conversion Hotel or
          other property developed, promoted, owned, operated, licensed or
          managed by, and of, the Innkeepers Releasors. The Innkeepers
          Conversion Parties, for themselves and for each of the other
          Innkeepers Releasors, hereby acknowledge and agree that Marriott
          retains the right to amend the Pipeline List through the Conversion
          Date with respect to each Conversion Hotel, but not with respect to
          the Restricted Territory (as defined in Section I.G. of each New
          Franchise Agreement) relating to any Conversion Hotel for which the
          Conversion has already occurred.

                                       14

<PAGE>

     12.2. Representations and Warranties. Each of the Innkeepers Conversion
          Parties hereby represents, warrants and covenants as follows:

          12.2.1. collectively, the Innkeepers Conversion Parties, directly or
               indirectly own or Control each of the Conversion Hotels and
               Innkeepers Conversion Parties and, in such capacity, hereby grant
               the releases set forth in this Article 12 on behalf of each of
               the Conversion Hotels and Innkeepers Conversion Parties; and

          12.2.2. it has full power and authority to grant the foregoing
               releases.

     12.3. Waiver of Rights under California and Similar State Laws. Each of the
          releases set forth in this Article 12 is intended to be effective as a
          bar to every Claim stated above. Accordingly, each of the Innkeepers
          Conversion Parties hereby expressly waives any rights and benefits
          conferred by Section 1542 of the California Civil Code, which provides
          that, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
          DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
          EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
          AFFECTED HIS SETTLEMENT WITH THE DEBTOR," and hereby expressly waives
          any rights and benefits conferred by any similar provision of law
          existing under any other applicable state or local code.

     12.4. General Release Carveout. In the event that Marriott, RIBM and/or
          TPMC has willfully and wrongfully failed, in breach of this Agreement,
          to complete the Conversion of any Conversion Hotel, Innkeepers Trust
          shall have the right to declare such party or parties in breach of
          this Agreement by delivering written notice thereof to the breaching
          party, and if the breaching party or parties have not cured such
          breach within thirty (30) days of the receipt of such notice, then the
          general release set forth in this Article 12 shall be null and void
          with respect to the Conversion Hotels that Marriott, RIBM, and/or TPMC
          has willfully and wrongfully failed, in breach of this Agreement, to
          complete the Conversion of; provided that: (a) such written notice
          sets off the alleged breach or breaches with particularity; (b) as of
          the date of such written notice, all of the Innkeepers Conversion
          Parties and their Affiliates are operating all Marriott-brand hotels
          in good standing under all existing agreements with Marriott and its
          Affiliates and that no breaches by the Innkeepers Conversion Parties
          and their Affiliates exist under any agreements between them and
          Marriott and its Affiliates, including, without limitation, this
          Agreement; (c) such written notice shall set forth the statement
          contained in the previous subsection (b) and certify that it is true
          and accurate; and (d) the senior executive officers of the Innkeepers
          Conversion Parties shall sign such written notice.

13.  SURVIVAL. This Agreement shall survive the expiration or earlier
     termination of any of the individual New Franchise Agreements.

14.  MISCELLANEOUS

     14.1. Notices. Any and all notices required or permitted under this
          Agreement shall be in writing and shall be delivered personally or
          delivered by a nationally-recognized

                                       15

<PAGE>

          overnight commercial delivery service (such as Airborne Express or
          Federal Express), by certified mail, return receipt requested, or by
          facsimile (followed by delivery by certified mail, return receipt
          requested) to the respective parties at the following addresses unless
          and until a different address has been designated by written notice to
          the other party:

Notices to Marriott:                 Marriott International, Inc.
                                     Franchise Attorney
                                     Law Department 52/923.25
                                     10400 Fernwood Road
                                     Bethesda, MD 20817
                                     Fax: (301) 380-6727

with copy to:                        Marriott International, Inc.
                                     Dept. 51/944.52
                                     Lodging Franchising
                                     10400 Fernwood Road
                                     Bethesda, MD 20817
                                     Fax: (301) 380-2225

Notices to the Innkeepers Conversion
Parties:
                                     [name of entity(ies) receiving notice]
                                     c/o Jeffrey H. Fisher
                                     306 Royal Poinciana Way
                                     Palm Beach, FL 33480
                                     Attn: Jeff Fisher
                                     Fax: (561) 835-0457

Any notice shall be deemed to have been given at the date and time of (a)
receipt or first refusal of delivery if sent via certified mail, (b) one (1) day
after posting if sent via overnight commercial delivery service, or (c) upon
receipt of electronic confirmation is sent by facsimile.

                                       16

<PAGE>

     14.2 Expenses. Each party hereto shall bear its own expenses with respect
          to the transactions contemplated hereby; provided, however, that
          Innkeepers Trust shall pay all legal fees and expenses incurred by
          Marriott in connection with the consummation of the transactions
          contemplated under this Agreement in an amount up to Seventy Five
          Thousand Dollars ($75,000).

     14.3. Waivers. The failure or delay of a party hereto at any time or times
          to require performance of any provision hereof shall in no manner
          affect its right at a later time to enforce the same. No waiver by a
          party of any condition or of any breach of any term, representation,
          warranty or covenant contained in this Agreement shall be effective
          unless in writing, and no waiver in any one or more instances shall be
          deemed to be a further or continuing waiver of any such condition or
          breach in other instances or a waiver of any other condition or breach
          of any other term, representation, warranty or covenant.

     14.4. Governing Law. This Agreement shall be governed by and construed and
          enforced in accordance with the internal laws of the State of Maryland
          without giving effect to the principles of conflicts of law thereof.

     14.5. No Assignment. This Agreement and the rights of the Innkeepers
          Conversion Parties set forth herein and/or as reflect in any other
          Franchise Document are personal to the Innkeepers Conversion Parties
          and shall not be transferable, by operation of law or otherwise. Any
          attempted transfer of such rights by the Innkeepers Conversion Parties
          shall be null and void. Marriott shall have the right to transfer this
          Agreement and the rights and obligations hereunder and under any
          Franchise Document to the same extent as set forth in Section XV.M of
          the Reference Agreement.

     14.6. Enforcement of the Agreement. The parties hereto agree that
          irreparable damage would result in the event that any provision of
          this Agreement is not performed in accordance with specific terms or
          is otherwise breached. It is accordingly agreed that the parties
          hereto will be entitled to equitable relief including an injunction or
          injunctions to prevent breaches of this Agreement and to enforce
          specifically the terms and provisions hereof.

     14.7. Severability. If any provision of this Agreement shall be held
          invalid, illegal or unenforceable, the validity, legality or
          enforceability of the other provisions hereof shall not be affected
          thereby, and there shall be deemed substituted for the provision at
          issue a valid, legal and enforceable provision as similar as possible
          to the provision at issue.

     14.8. Interpretation. The various headings used in this Agreement are for
          convenience only and are not to be used in interpreting the text of
          the article or section in which they appear or to which they relate.
          The use of the masculine, feminine or neuter gender herein shall not
          limit any provision of this Agreement.

     14.9. Incorporation of Recitals and Attachments; Entire Agreement;
          Amendments. The parties acknowledge and agree that the recitals to
          this Agreement and each Schedule and Exhibit to this Agreement, are an
          integral part of this Agreement, and are hereby

                                       17

<PAGE>

          incorporated herein. This Agreement, including such definitions and
          together with the Schedules and Exhibits hereto, constitutes the
          entire agreement between the parties relating to the subject matter
          herein. All prior agreements or arrangements and understandings,
          written or oral, among the parties relating to the subject matter
          hereof are hereby canceled and superseded, including without
          limitation any term sheet between them. In the event any provision of
          any Schedule or Exhibit hereto is deemed to conflict with any
          provision of this Agreement, the provisions of this Agreement shall
          control. This Agreement may not be amended, modified or terminated
          except in a writing executed by the parties hereto.

     14.10. Waiver of Jury Trial. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL
          BY JURY IN ANY DISPUTE IN CONNECTION WITH THE TRANSACTIONS
          CONTEMPLATED BY THIS AGREEMENT AND THE OTHER RELATED AGREEMENTS, AND
          AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT
          SUCH WAIVER.

     14.11. Mutual Cooperation and Further Assurances. The parties agree to
          reasonably cooperate with each other in order to carry out the intent
          and goals of this Agreement. Without limiting the generality of the
          foregoing sentence, the parties agree to execute and deliver, or cause
          to be executed and delivered, such further instruments or documents or
          take such other action as may be reasonably necessary or convenient to
          carry out the transactions or more fully effect or confirm the
          agreements contemplated hereby, including without limitation, each of
          the Innkeepers Conversion Parties agrees that, upon request from
          Marriott, it will confirm, and will cause any Affiliate or subsidiary
          to confirm, in writing to Marriott, the releases set forth in Article
          12 above, as of the dates thereof.

     14.12. Confidential Information. No Innkeepers Conversion Party shall,
          during the term of this Agreement or thereafter, without Marriott's
          prior written consent, which consent may be granted or withheld in
          Marriott's sole discretion, copy, duplicate, record, reproduce, in
          whole or in part, or otherwise transmit or make available to any
          unauthorized person any Confidential Information; provided, however
          that in the event (a) any Confidential Information is the subject of
          court ordered disclosure, the Innkeepers Conversion Parties shall seek
          a protective order and provide immediate notice to Marriott of such
          court order and give Marriott a reasonable opportunity to seek a
          protective order or (b) Innkeepers Trust has reasonably determined
          that any Confidential Information must be disclosed in any filing made
          on its behalf with the U.S. Securities and Exchange Commission,
          Innkeepers Trust shall (i) immediately notify Marriott of such
          determination and provide Marriott with the opportunity to review and
          comment on such disclosure; and (ii) take all measures possible to
          minimize the amount and type of Confidential Information being
          disclosed including without limitation, vigorously redacting or
          eliminating as much Confidential Information as possible. The
          Innkeepers Conversion Parties may divulge such Confidential
          Information only to such of the Innkeepers Conversion Parties'
          employees or agents as must have access to it in order to operate the
          Conversion Hotels; all other persons shall be deemed "unauthorized"
          for purposes of this Agreement. Each Innkeepers Conversion Party shall

                                       18

<PAGE>

          maintain the Confidential Information in a safe and secure location
          and shall immediately report to Marriott the theft or loss of all or
          any part of the Confidential Information. The contents of the Manual,
          all Software, and all other information, knowledge, know-how or other
          data that Marriott designates as confidential shall be deemed
          confidential for purposes of this Agreement. Notwithstanding any
          provision to the contrary, Marriott and the Innkeepers Conversion
          Parties acknowledge and agree that Innkeepers Trust intends to file
          this Agreement, together with the Schedules and Exhibits listed on
          page 23 of this Agreement, with the Securities and Exchange
          Commission.

     14.13. CERTAIN ACKNOWLEDGMENTS OF THE INNKEEPERS CONVERSION PARTIES

          14.13.1. THE INNKEEPERS CONVERSION PARTIES ACKNOWLEDGE THAT THEY DID
               NOT RELY ON ANY PROMISES, REPRESENTATIONS OR AGREEMENTS ABOUT
               MARRIOTT OR MARRIOTT'S FRANCHISE NOT EXPRESSLY CONTAINED IN THE
               FRANCHISE DOCUMENTS AND IN MAKING THEIR DECISION TO SIGN THIS
               AGREEMENT. THE INNKEEPERS CONVERSION PARTIES FURTHER REPRESENT
               AND WARRANT THAT MARRIOTT AND ITS REPRESENTATIVES HAVE NOT MADE
               ANY PROMISES, REPRESENTATIONS OR AGREEMENTS, ORAL OR WRITTEN,
               EXCEPT AS EXPRESSLY CONTAINED IN THE FRANCHISE DOCUMENTS.

          14.13.2. THE INNKEEPERS CONVERSION PARTIES ACKNOWLEDGE THAT THEY HAVE
               CONDUCTED AN INDEPENDENT INVESTIGATION OF THE BUSINESS TO BE
               FRANCHISED UNDER THE FRANCHISE DOCUMENTS, AND RECOGNIZE THAT THE
               BUSINESS VENTURE CONTEMPLATED BY THE FRANCHISE DOCUMENTS INVOLVES
               BUSINESS RISKS AND THAT THEIR SUCCESS WILL BE LARGELY DEPENDENT
               UPON THE ABILITY OF THE INNKEEPERS CONVERSION PARTIES AS
               INDEPENDENT BUSINESSMEN. MARRIOTT EXPRESSLY DISCLAIMS THE MAKING
               OF, AND THE INNKEEPERS CONVERSION PARTIES ACKNOWLEDGE THAT THE
               INNKEEPERS CONVERSION PARTIES HAVE NOT RECEIVED, ANY WARRANTY OR
               GUARANTEE, EXPRESS OR IMPLIED, AS TO THE POTENTIAL VOLUME,
               PROFITS OR SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED BY THE
               FRANCHISE DOCUMENTS.

                                       19

<PAGE>

     14.14. Counterparts; Delivery by Facsimile. This Agreement may be executed
          multiple counterparts and delivered by facsimile.

                            [SIGNATURE PAGES FOLLOW]

                                       20

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Agreement
for a 17 Hotel Conversion to be executed as of the day and year first above
written.

MARRIOTT INTERNATIONAL, INC.

By: /s/ Liam Brown
    ---------------------------------------
    Name:  Liam Brown
    Title: Vice President


RESIDENCE INN BY MARRIOTT, INC.

By: /s/ Liam Brown
    ---------------------------------------
    Name:  Liam Brown
    Title: Vice President


TOWNEPLACE MANAGEMENT CORPORATION

By: /s/ Liam Brown
    ---------------------------------------
    Name:  Liam Brown
    Title: Vice President


INNKEEPERS USA TRUST

By: /s/ Jeffrey H. Fisher
    ---------------------------------------
    Name:  Jeffrey H. Fisher
    Title: President


INNKEEPERS HOSPITALITY, INC.

By: /s/ Jeffrey H. Fisher
    ---------------------------------------
    Name:  Jeffrey H. Fisher
    Title: President

                                       21

<PAGE>

I acknowledge that I am executing this Omnibus Agreement on behalf of each of
the entities set forth in Schedule 7.1.1 (Innkeepers Entities) hereto, in my
capacity as the officer of each such entity as identified in Schedule 7.1.4
(Innkeepers Officers). My signature is and shall be considered the signature of
each such entity, and shall be binding on each such entity.


----------------------------------
Jeffrey H. Fisher

                                       22

<PAGE>

List of Schedules and Exhibits

Schedule R-1     The Conversion Hotels

Schedule 3.3     Schedule of Franchise Agreement Terms

Schedule 5       Conversion Fee Schedule

Schedule 7.1.1   Innkeepers Conversion Parties' Organizational Chart

Schedule 7.1.4   Innkeepers Conversion Parties and Authorized Officers

Schedule 11.1    List of Lenders and Collateralized Conversion Hotels


Exhibit A        Form of Officer's Certificate

Exhibit B        Form of Termination of Management Agreement

Exhibit C        Reference Agreement

                                       23

<PAGE>

                                  SCHEDULE R-1

                                CONVERSION HOTELS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------

                                                           Outgoing Management Agreement;    Conversion Date   Generation 1
        Conversion Hotel               Address                      Lessee/Owner                               Residence Inn
------------------------------------------------------------------------------------------------------------------ ---------
<S>    <C>                    <C>                          <C>                                <C>                    <C>
 1.    Addison (Dallas) RI    14975 Quorum Dr.             Management Agreement by and          May 23, 2003          No
                              Addison, TX 75240            between RIBM and JF Hotel III,
                                                           Inc., dated January 31, 1997,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence
                                                           Addison (TX) LP
----------------------------------------------------------------------------------------------------------------------------
 2.    Arlington (DFW-        1050 Brookhollow Plaza Dr.   Management Agreement by and          May 23, 2003          No
       South) RI              Arlington, TX 76006          between RIBM and JF Hotel III,
                                                           Inc., dated January 31, 1997,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence
                                                           Arlington (TX) LP
----------------------------------------------------------------------------------------------------------------------------
 3.    Atlanta (Downtown)     134 Peachtree St. NW         Management Agreement by and        April 25, 2003          No
       RI                     Atlanta, GA 30303            between RIBM and JF Hotel III,
                                                           Inc., dated September 6, 1996,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence
                                                           Atlanta-Downtown LP
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       24

<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                    <C>                          <C>                                <C>                    <C>
 4.    Atlanta (Peachtree     5500 Triangle Dr.            Management Agreement by and        March 28, 2003          No
       RI                     Atlanta, GA 30092            between RIBM and JF Hotel III,
                                                           Inc., dated October 9, 1998, as
                                                           amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
 5.    Chicago (O'Hare) RI    10401 West Touhy Ave.        Management Agreement by and        March 28, 2003          No
                              Rosemont, IL 60018           between RIBM and JF Hotel III,
                                                           Inc., dated January 8, 1999, as
                                                           amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
 6.    Detroit (Livonia)      17250 Fox Dr.                Management Agreement by and
       RI                     Livonia, MI 48152            between RIBM and JF Hotel III,     March 28, 2003          No
                                                           Inc., dated March 12, 1999, as
                                                           amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
 7.    Eden Prairie RI        7780 Flying Cloud Drive      Management Agreement by and          May 23, 2003         Yes
                              Eden Prairie, MN 55344       between RIBM and JF Hotel III,
                                                           Inc., dated January 4, 1997, as
                                                           amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence
                                                           Eden Prairie LP
----------------------------------------------------------------------------------------------------------------------------
 8.    Gaithersburg           9721 Washingtonian Blvd.     Management Agreement by and          May 23, 2003          No
       (Washingtonian) RI     Gaithersburg, MD 20878       between RIBM and JF Hotel III,
                                                           Inc., dated July 10, 1998, as
                                                           amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
 9.    Horsham TPS            198 Precision Dr.            Management Agreement by and          May 23, 2003          No
                                                           between
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       25

<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                    <C>                          <C>                                <C>                    <C>
                              Horsham, PA 19044            TPMC and Innkeepers
                                                           Hospitality III, Inc., dated
                                                           May 13, 1999;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers USA LP
----------------------------------------------------------------------------------------------------------------------------
10.    Innkeepers Denver      2777 N. Zuni St.             Management Agreement by and        April 25, 2003         Yes
       (Downtown) RI          Denver, CO 80211             between RIBM and JF Hotel III,
                                                           Inc., dated November 1, 1996,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           V, Inc.
                                                           Owner: Innkeepers Residence
                                                           Denver-Downtown LP
----------------------------------------------------------------------------------------------------------------------------
11.    Louisville (North)     120 North Hurstbourne        Amended and Restated Management      May 23, 2003         Yes
       RI                     Parkway                      Agreement by and between RIBM
                              Louisville, KY 40222         and JF Hotel III, Inc., dated
                                                           December 13, 1995, as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
12.    Portland (Maine) RI     800 Roundwood Dr.           Management Agreement by and        April 25, 2003         Yes
                               Portland, ME 04074          between RIBM and JF Hotel III,
                                                           Inc., dated November 1, 1996,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence
                                                           Portland LP
----------------------------------------------------------------------------------------------------------------------------
13.    Richmond (Northwest)   3940 Westerre Parkway        Management Agreement by and          May 23, 2003          No
       RI                     Richmond, VA 23233           between RIBM and JF Hotel III,
                                                           Inc., dated January 8, 1999, as
                                                           amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
14.    San Jose (South) RI    6111 San Ignacia Ave.        Management Agreement by and        March 28, 2003          No
                              San Jose, CA 95119           between RIBM and JF Hotel III,
                                                           Inc., dated November
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       26

<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                    <C>                          <C>                                <C>                    <C>
                                                           6, 1998, as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence RI
                                                           General LP
----------------------------------------------------------------------------------------------------------------------------
15.    San Mateo RI           2000 Winward Way             Management Agreement by and           April 25, 2003      Yes
                              San Mateo, CA 94404          between RIBM and JF Hotel III,
                                                           Inc., dated November 1, 1996,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence San
                                                           Mateo LP
----------------------------------------------------------------------------------------------------------------------------
16.    Silicon Valley I RI    750 Lakeway Dr.              Management Agreement by and           April 25, 2003      Yes
                              Sunnyvale, CA 94086          between RIBM and JF Hotel III,
                                                           Inc., dated November 1, 1996,
                                                           as amended;

                                                           Lessee: Innkeepers Hospitality
                                                           V, Inc.
                                                           Owner: Innkeepers Residence
                                                           Sili I LP
----------------------------------------------------------------------------------------------------------------------------
17.    Silicon Valley II RI   1080 Stewart Dr.             Letter Agreement by and between         May 23, 2003      Yes
                              Sunnyvale, CA 94086          RIBM and JF Hotel III, Inc.,
                                                           dated November 1, 1996, as
                                                           amended.

                                                           Lessee: Innkeepers Hospitality
                                                           III, Inc.
                                                           Owner: Innkeepers Residence
                                                           Sili II LP
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       27

<PAGE>

                                  SCHEDULE 3.3

                            FRANCHISE AGREEMENT TERMS

-----------------------------------------------------
       Conversion Hotel                  Term (years)
-----------------------------------------------------
1.     Addison (Dallas) RI                   20
-----------------------------------------------------
2.     Arlington (DFW-South) RI              20
-----------------------------------------------------
3.     Atlanta (Downtown) RI                 20
-----------------------------------------------------
4.     Atlanta (Peachtree) RI                20
-----------------------------------------------------
5.     Chicago (O'Hare) RI                   20
-----------------------------------------------------
6.     Detroit (Livonia) RI                  20
-----------------------------------------------------
7.     Eden Prairie RI                       15
-----------------------------------------------------
8.     Gaithersburg (Washingtonian) RI       20
-----------------------------------------------------
9.     Horsham TPS                           20
-----------------------------------------------------
10.    Innkeepers Denver (Downtown) RI       15
-----------------------------------------------------
11.    Louisville (North) RI                 15
-----------------------------------------------------
12.    Portland (Maine) RI                   20
-----------------------------------------------------
13.    Richmond (Northwest) RI               20
-----------------------------------------------------
14.    San Jose (South) RI                   20
-----------------------------------------------------
15.    San Mateo RI                          15
-----------------------------------------------------
16.    Silicon Valley I RI                   20
-----------------------------------------------------
17.    Silicon Valley II RI                  20
-----------------------------------------------------

                                       28

<PAGE>

                                   SCHEDULE 5

                            CONVERSION FEE SCHEDULE

     1. General. The Innkeepers Conversion Parties and Marriott acknowledge that
in connection with the conversion of each Conversion Hotel from a managed hotel
to a franchised hotel, the Innkeepers Conversion Parties will pay to Marriott a
Conversion Fee (defined below) for each Conversion Hotel, in lieu of fees which
otherwise would have become due under the Outgoing Management Agreements.
Capitalized terms used in this Schedule 5, but not otherwise defined herein,
shall have the meanings assigned to such terms in the Omnibus Agreement.
Additional terms are defined in Section 3 of this Schedule 5 below.

     2. Payment of the Conversion Fee.

          The Innkeepers Conversion Parties shall have the obligation to pay the
     Aggregate Conversion Fee to Marriott on an annual basis with respect to
     each calendar year during the Conversion Fee Payout Period according to the
     following schedule:

               (i) seventy-five percent (75%) of the Base Amount shall be paid
          to Marriott no later than fifteen (15) days after the end of the third
          calendar quarter of each year.

               (ii) the remaining twenty-five percent (25%) of the Base Amount
          shall be paid to Marriott no later than fifteen (15) days after the
          end of the fourth calendar quarter of each year.

               (iii) the Aggregate Participation Amount shall be paid no later
          than forty-five (45) days after the end of the fourth calendar quarter
          of each year.

     3. Reporting Requirements.

          (a) In addition to the accounting and records requirements provided
     for in the Franchise Documents, the Innkeepers Conversion Parties shall
     deliver to Marriott (pursuant to the notice provisions of the Omnibus
     Agreement) its financial statements which form the basis for the
     calculation of the Aggregate Participation Amount and Aggregate Suite
     Revenues by the twentieth (20th) day after the end of each calendar
     quarter. Such statements shall include a statement (substantially in the
     form attached hereto as Exhibit 5-2) accurately reflecting: (i) the Suite
     Revenues for each Conversion Hotel and the source and amounts of all other
     revenues generated at each Conversion Hotel required to calculate Gross
     Revenues for each Conversion Hotel, (ii) the amount and classification of
     all Deductions from Gross Revenues for the purpose of calculating Operating
     Profit for each Conversion Hotel and (iii) such other information as is
     necessary to calculate the Aggregate Participation Amount and Aggregate
     Suite Revenues.

                                       29

<PAGE>

          (b) Marriott or its designated agent shall have the right at all
     reasonable times, and upon reasonable notice to the Innkeepers Conversion
     Parties, to examine and copy, at its expense, all books, records, accounts
     and tax returns of the Innkeepers Conversion Parties related to the
     operation of the Conversion Hotels during the preceding calendar year.
     Marriott also shall have the right, at any time, and upon reasonable notice
     to the Innkeepers Conversion Parties, to have an independent audit, at its
     expense, made of these books, accounts and records related to the operation
     of the Conversion Hotels. Subject to (d) below, Marriott may exercise its
     rights to undertake an independent audit under the immediately preceding
     sentence only once in each calendar year.

          (c) If an examination reveals that the Innkeepers Conversion Parties
     have underpaid Marriott in connection with the Conversion Fee, upon written
     notification by Marriott to the Innkeepers Conversion Parties, the
     Innkeepers Conversion Parties shall immediately pay to Marriott upon
     demand, the amount underpaid plus interest thereon (at a rate of eighteen
     percent (18%) per annum (calculated on the basis of the actual number of
     days the payment has been overdue over a 360-day year) or, if such interest
     exceeds the legal amount, the highest rate allowed by law) from the date
     such amount was due until paid. If an inspection discloses an
     understatement of the Aggregate Conversion Fee in any fiscal year of three
     percent (3%) or more, the Innkeepers Conversion Parties also shall
     reimburse Marriott for all costs and expenses connected with the
     examination and audit (including reasonable accounting and attorneys'
     fees). The foregoing remedies shall be in addition to any other remedies
     Marriott may have. If an examination or audit reveals that the Innkeepers
     Conversion Parties have overpaid Marriott, the amount of any such
     overpayment, without interest, shall be credited against future Conversion
     Fee payments due and payable by the Innkeepers Conversion Parties to
     Marriott.

          (d) Notwithstanding anything to the contrary in clause (b) above,
     Marriott or its designated agent shall have the right at all reasonable
     times, and upon reasonable notice to the Innkeepers Conversion Parties, to
     conduct an on-site review, at Marriott's expense, of all books, records,
     accounts and tax returns of the Innkeepers Conversion Parties related to
     the operation of the Conversion Hotels during the preceding calendar
     quarter. In the event that the aforementioned review detects any
     questionable practices or reporting problems in the reasonable opinion of
     Marriott, Marriott may undertake an additional independent audit
     notwithstanding the limitation set forth in the last sentence of clause (b)
     above.

          (e) The Innkeepers Conversion Parties shall have fifteen (15) days
     after the delivery by Marriott of written notice of an underpayment of the
     Conversion Fee to object to the determination by delivery of notice to
     Marriott containing a detailed explanation of its calculations. If Marriott
     and the Innkeepers Conversion Parties cannot resolve their dispute within
     ten (10) days after the delivery of the Innkeepers Conversion Parties'
     objection notice, either party may submit the dispute to an Expert (as
     defined below) for resolution in accordance with the provisions of this
     Section 3(e) within 180 days after delivery of the objection notice.

                                       30

<PAGE>

               (i) The use of the Expert shall be the exclusive remedy of the
          parties and neither party shall attempt to adjudicate any dispute in
          any other forum. The decision of the Expert shall be final and binding
          on the parties and shall not be capable of challenge, whether by
          arbitration, in court or otherwise.

               (ii) Each party shall be entitled to make written submissions to
          the Expert, and if a party makes any submission it shall also provide
          a copy to the other party and the other party shall have the right to
          comment on such submission. The parties shall make available to the
          Expert all books and records relating to the issue in dispute and
          shall render to the Expert any assistance requested of the parties.
          The costs of the Expert and the proceedings shall be borne equally by
          the parties or as otherwise directed by the Expert.

               (iii) The Expert shall make its decision with respect to the
          matter referred for determination by applying U.S. generally accepted
          accounting principles and the Uniform System of Accounts.

               (iv) The terms of engagement of the Expert shall include an
          obligation on the part of the Expert to: (A) notify the parties in
          writing of his decision within forty-five (45) days from the date on
          which the Expert has been selected (or such other period as the
          parties may agree or as set forth herein); and (B) establish a
          timetable for the making of submissions and replies.

               (v) For the purposes of this Section 3(e), "Expert" means an
          independent, nationally recognized lodging consulting firm or
          individual who is qualified to resolve the issue in question, and who
          is appointed in each instance by agreement of the parties or, failing
          agreement, each party shall select one such nationally recognized
          consulting firm or individual and the two (2) respective firms and/or
          individuals so selected shall select another such nationally
          recognized consulting firm or individual to be the Expert. Each party
          agrees that it shall not appoint an individual as an Expert hereunder
          if the individual is, as of the date of appointment or within six (6)
          months prior to such date, employed by such party, either directly or
          as a consultant, in connection with any other matter. In the event
          that either party calls for an Expert determination pursuant to the
          terms hereof, the parties shall have ten (10) days from the date of
          such request to agree upon an Expert and, if they fail to agree, each
          party shall have an additional ten (10) days to make its respective
          selection of a firm or individual, and within ten (10) days of such
          respective selections, the two (2) respective firms and/or individuals
          so selected shall select another such nationally recognized consulting
          firm or individual to be the Expert. If either party fails to make its
          respective selection of a firm or individual within the ten (10) day
          period provided for above, then the other party's selection shall be
          the Expert. Also, if the two (2) respective firms and/or individuals
          so selected shall fail to select a third nationally recognized
          consulting firm or individual to be the Expert, then such Expert shall
          be appointed by the American Arbitration Association and shall be a
          qualified

                                       31

<PAGE>

          person having at least ten (10) years recent professional experience
          as to the subject matter in question.

     4. Definitions. As used in this Schedule 5, the following terms shall have
the following meanings:

          (a) "Aggregate Base Year Revenues" means the sum of the Suite Revenues
     for each of the Conversion Hotels for calendar year 2002 (both such sum and
     the Suite Revenues for each individual Conversion Hotel for calendar year
     2002 as calculated by Marriott, and verified by the Innkeepers Conversion
     Parties), as adjusted downward to reflect any Conversion Hotel
     Terminations. In any calendar year in which a Conversion Hotel Termination
     occurs, Aggregate Base Year Revenues shall be reduced by an amount equal to
     the Suite Revenues in calendar year 2002 for each Conversion Hotel that was
     the subject of a Conversion Hotel Termination during such year multiplied
     by a fraction: (i) the numerator of which is the number of days in the
     period from the effective date of the Conversion Hotel Termination to the
     last day of such year (including the first and last days of the period) and
     (ii) the denominator of which is the total number of days in such year.

          (b) "Aggregate Conversion Fee" means the sum of the Conversion Fees
     for each of the Conversion Hotels.

          (c) "Aggregate Participation Amount" means the sum of the
     Participation Amounts for each of the Conversion Hotels.

          (d) "Aggregate Suite Revenues" means the sum of the Suite Revenues for
     each of the Conversion Hotels in a given calendar year.

          (e) "Allocated Amount of the Base Amount," for each Conversion Hotel,
     means the dollar amount set forth under the heading "Allocated Amount of
     the Base Amount" opposite the name of such Conversion Hotel on Table 5-1 to
     this Schedule 5. Notwithstanding the foregoing, in the event that any
     Conversion Hotel is the subject of a Conversion Hotel Termination and the
     Termination Fee is paid pursuant to Section 6.3.3 of the Omnibus Agreement,
     the Allocated Amount of the Base Amount for each of the Conversion Hotels
     shall be reallocated, at the discretion of Marriott, to take such
     Conversion Hotel Termination into effect, and Table 5-1 to this Schedule 5
     shall be replaced to reflect such readjustment.

          (f) "Allocated Amount of the Owner's Priority," for each Conversion
     Hotel, means the dollar amount set forth under the heading "Allocated
     Amount of the Owner's Priority" opposite the name of such Conversion Hotel
     on Table 5-1 to this Schedule 5, as adjusted downward to reflect any
     Conversion Hotel Terminations. In any calendar year in which a Conversion
     Hotel Termination occurs, the Allocated Amount of the Owner's Priority for
     such Conversion Hotel for such year shall be the dollar amount set forth
     under the heading "Allocated Amount of the Owner's Priority" opposite the
     name of such

                                       32

<PAGE>

     Conversion Hotel on Table 5-1 to this Schedule 5 multiplied by a fraction:
     (i) the numerator of which is the number of days in the period from the
     first day of such year to the effective date of the Conversion Hotel
     Termination (including the first and last days of the period) and (ii) the
     denominator of which is the total number of days in such year.

          (g) "Available Cash Flow" means:

               (i) for each Conversion Hotel other than Louisville (North) RI,
          with respect to each calendar year or portion thereof, an amount that
          is equal to the excess (deficit) of the Operating Profit for such year
          over the applicable Lessee's Priority; and

               (ii) for Louisville (North) RI, with respect to each calendar
          year or portion thereof, an amount that is equal to the excess
          (deficit) of the Operating Profit for such year over the Stand Aside.

          (h) "Base Amount" means a figure equal to Eight Hundred Fifty Thousand
     Dollars ($850,000.00) per annum; provided that the Base Amount shall be
     reduced in the event that a Termination Fee, due and payable in connection
     with a Conversion Hotel Termination, is paid pursuant to Section 6.3.2 of
     the Omnibus Agreement. The amount of such reduction shall be the Allocated
     Amount of the Base Amount of the Conversion Hotel subject to such
     Conversion Hotel Termination.

          (j) "Base Rent," for each Conversion Hotel, means the dollar amount
     set forth under the heading "Base Rent" opposite the name of such
     Conversion Hotel on Table 5-1 to this Schedule 5, as adjusted, from year to
     year, by any increase in the Consumer Price Index using the Consumer Price
     Index for 2002 as the base year. Base Rent shall be prorated for any
     partial calendar years based upon the actual number of days in such year.

          (k) "Buildings" means the facilities and buildings of each of the
     Conversion Hotels.

          (l) "Consumer Price Index" means the "Consumer Price Index" published
     by the Bureau of Labor Statistics of the United States Department of Labor,
     U.S. City Average, All Items for Urban Wage Earners and Clerical Workers
     (1982-1984 = 100).

          (m) "Conversion Fee," for each Conversion Hotel in any given calendar
     year in the applicable Conversion Fee Payout Period means the sum of the
     Allocated Portion of the Base Amount for such Conversion Hotel plus the
     Participation Amount for such Conversion Hotel. No Conversion Fee shall be
     due for any Conversion Hotel that is the subject of a Conversion Hotel
     Termination in any calendar year during the Conversion Fee Payout Period
     after the year in which such Conversion Hotel Termination takes effect.

                                       33

<PAGE>

          (n) "Conversion Fee Payout Period" means (A) for each Conversion Hotel
     (other than Louisville (North) RI), a period of ten (10) years commencing
     with and including calendar year 2004 and ending with and including
     calendar year 2013 and (B) for Louisville (North) RI only, a period of
     three (3) years commencing with and including calendar year 2004 and ending
     with and including calendar year 2006.

          (o) "Conversion Hotel Termination" means any termination or Transfer
     of a Conversion Hotel under Section 3.4 or Article 6 of the Omnibus
     Agreement.

          (p) "Deductions" has the meaning assigned to such term in the
     definition of Operating Profit.

          (q) "FF&E" means furniture, furnishings, fixtures, kitchen appliances,
     vehicles, carpeting and equipment, including front desk and
     back-of-the-house computer equipment, but shall not include Fixed Asset
     Supplies or any computer software of any type (including upgrades and
     replacements) owned by Manager, Marriott, an Affiliate of Manager of
     Marriott, or the licensor of any of them.

          (r) "First Mortgage" means any first-lien mortgage indebtedness
     incurred by Lessee or Owner to finance any Conversion Hotel.

          (s) "Fixed Asset Supplies" means items included within "Property and
     Equipment" under the Uniform System of Accounts including, but not limited
     to, linen, china, glassware, tableware, uniforms, and similar items,
     whether used in connection with public space or Suites.

          (t) "Gross Revenues" means all revenues and receipts of every kind
     derived from operating any Conversion Hotel or any department or part
     thereof, including, but not limited to:

               (i) income (from both cash and credit transactions) from rental
          of suites, telephone charges, stores, offices, exhibit or sales space
          of every kind; license, lease and concession fees and rentals (not
          including gross receipts of licensees, lessees and concessionaires);

               (ii) income from vending machines;

               (iii) income from parking; health club membership fees; food and
          beverage sales; wholesale and retail sales of merchandise; service
          charges; and

               (iv) proceeds, if any, from business interruption or other loss
          of income insurance;

     provided, however, that Gross Revenues shall not include the following:

                                       34

<PAGE>

               (i) gratuities to employees of any Conversion Hotel;

               (ii) federal, state or municipal excise, sales or use taxes or
          any other taxes collected directly from patrons or guests or included
          as part of the sales price of any goods or services;

               (iii) proceeds from the sale of FF&E;

               (iv) interest received or accrued with respect to the other
          operating accounts of any Conversion Hotel;

               (v) any refunds, rebates, discounts and credits of a similar
          nature, given, paid or returned in the course of obtaining Gross
          Revenues or components thereof;

               (vi) insurance proceeds (other than proceeds from business
          interruption or other loss of income insurance; condemnation proceeds
          (other than for a temporary taking); or

               (vii) any proceeds from any Transfer of a Conversion Hotel or
          from the refinancing of any debt encumbering any Conversion Hotel.

          (w) "Inventories" means "Inventories" as defined in the Uniform System
     of Accounts (such as, but not limited to, provisions in storerooms,
     refrigerators, pantries and kitchens; beverages in wine cellars and bars;
     other merchandise intended for sale; fuel; mechanical supplies; stationery;
     and other expensed supplies and similar items).

          (x) "Lessee" means, with respect to each Conversion Hotel, the party
     set forth under the heading "Lessee" in Schedule R-1 to the Omnibus
     Agreement. The term "Lessee" shall also include all successors and
     permitted assigns of the identified entity.

          (y) "Lessee's Priority" means:

               (i) for each Conversion Hotel (other than Louisville (North) RI),
          the greater of:

                    (A)  Base Rent, or

                    (B)  thirty percent (30%) of Suite Revenues up to and
                         including the Threshold Amount for each calendar year
                         and sixty-eight percent (68%) of Suite Revenues in
                         excess of the Threshold Amount for each calendar year.

                                       35

<PAGE>

          (z) "Manager" means Innkeepers Hospitality Management, Inc., a
     Virginia corporation. The term "Manager" shall also include all successors
     and permitted assigns of the respective Manager.

          (aa) "Operating Profit" for each Conversion Hotel means the excess of
     Gross Revenues over the following deductions ("Deductions") incurred by
     Manager on behalf of Lessee, in operating the Conversion Hotel:

               (i) the cost of sales, including, without limitation,
          compensation, fringe benefits, payroll taxes and other costs related
          to employees (the foregoing costs shall not include salaries and other
          employee costs of executive personnel of Manager who do not work at
          the Conversion Hotel on a regular basis; except that the foregoing
          costs shall include the allocable portion of the salary and other
          employee costs of any general manager or other supervisory personnel
          (not including regional vice-presidents or regional salespeople)
          assigned to a "cluster" of hotels and inns which includes the
          Conversion Hotel);

               (ii) departmental expenses incurred at departments within the
          Conversion Hotel; administrative and general expenses; the cost of
          marketing incurred by the Conversion Hotel; advertising and business
          promotion incurred by the Conversion Hotel; heat, light and power;
          computer line charges; and routine repairs, maintenance and minor
          alterations which are normally expensed under United States generally
          accepted accounting principles;

               (iii) the cost of Inventories and Fixed Asset Supplies consumed
          in the operation of the Conversion Hotel;

               (iv) a reasonable reserve for uncollectible accounts receivable
          as determined by Manager; provided that such reserve shall not exceed
          the greater of (A) three percent (3%) of all outstanding accounts
          receivable or (B) fifty percent (50%) of accounts receivable that are
          more than 120 days past due;

               (v) all costs and fees of independent professionals or other
          third parties who are retained by Manager to perform required or
          permitted services;

               (vi) all costs and fees, payable by Manager to Marriott, of
          technical consultants and operational experts who are retained or
          employed by Marriott and/or Affiliates of Marriott for specialized
          services (including, without limitation, the costs of any quality
          assurance inspections which exceed the level of quality assurance
          inspections which are mandated by System Standards) and the cost of
          attendance by employees of the Conversion Hotel at training and
          manpower development programs sponsored by Marriott;

               (vii) the royalty fee for such Conversion Hotel, as set forth in
          Article III (Fees), Section C of the franchise agreement for such
          Conversion Hotel;

                                       36

<PAGE>

               (viii) insurance costs and expenses consistent with past
          practices, with the exception of property insurance on the Buildings
          and contents against loss or damage by fire, lightning, and all other
          risks consistent with past practices for such Conversion Hotel, which
          shall be paid by Owner;

               (ix) taxes, if any, payable by or assessed against Manager
          related to the management or to Manager's operation of the Conversion
          Hotel (inclusive of any and all sales, use, occupancy and like taxes
          and assessments but exclusive of Manager's income taxes and any real
          estate taxes related to the Conversion Hotel);

               (x) the marketing fund fee for such Conversion Hotel, as set
          forth in Article III (Fees), Section D of the franchise agreement for
          such Conversion Hotel;

               (xi) in the case of Horsham TPS only, all sums charged to such
          Conversion Hotel for room reservations as set forth in Article III
          (Fees), Section E. of the franchise agreement for such Conversion
          Hotel;

               (xii) such other costs and expenses incurred by Manager for the
          proper and efficient operation of the Conversion Hotel as are
          consistent with past practices for such Conversion Hotel;

          The term "Deductions" shall not include:

               (i) with respect to Horsham TPS, the percentage lease payments
          pursuant to the percentage lease agreement between the Owner and
          Lessee of such Conversion Hotel,

               (ii) debt service payments pursuant to the First Mortgage or any
          other mortgage financing on the Conversion Hotel,

               (ii) payments pursuant to equipment leases or other forms of
          financing obtained for the FF&E located in or connected with the
          Conversion Hotel,

               (iv) rental payments pursuant to any ground lease of the Site,
          all of which shall be paid by Lessee from its own funds, or

               (v) any amounts reserved for the maintenance of FF&E.

          (bb) "Owner" means, with respect to each Conversion Hotel, the party
     set forth under the heading "Owner" in Schedule R-1 to the Omnibus
     Agreement. The term "Owner" shall also include all successors and permitted
     assigns of the entity identified as the Owner.

                                       37

<PAGE>

          (cc) "Owner's Priority" means an amount equal to $2,850,000, as
     adjusted downward to reflect any Conversion Hotel Terminations. In any
     calendar year in which a Conversion Hotel Termination occurs, Owner's
     Priority shall be reduced by an amount equal to the Allocated Amount of the
     Owner's Priority for each Conversion Hotel that was the subject of a
     Conversion Hotel Termination during such year multiplied by a fraction: (i)
     the numerator of which is the number of days in the period from the
     effective date of the Conversion Hotel Termination to the last day of such
     year (including the first and last days of the period) and (ii) the
     denominator of which is the total number of days in such year.

          (dd) "Participation Amount," for each Conversion Hotel, in any given
     calendar year, is an amount equal to fifty percent (50%) of:

               (i) the Available Cash Flow for such Conversion Hotel (which may
          be a negative number); less

               (ii) the Allocated Amount of the Base Amount for such Conversion
          Hotel; less

               (iii) the Allocated Amount of the Owner's Priority for such
          Conversion Hotel.

          (ee) "Site" means the parcel of real property owned by the Owner and
     as described in detail in the recitals to the respective management
     agreements.

          (ff) "Stand Aside" means, with respect to Louisville (North) RI only,
     the sum of: (A) $1,025,471, plus (B) all real estate taxes and personal
     property taxes, levies, assessments and similar charges on or relating to
     such Conversion Hotel plus, (C) a dollar amount equal to four percent (4%)
     of Gross Revenues for such Conversion Hotel during the applicable calendar
     year, plus (D) property insurance on the Buildings and contents of such
     Conversion Hotel against loss or damage by fire, lightning, and all other
     risks consistent with past practices for such Conversion Hotel.

          (gg) "Suite" means a lodging unit in a Conversion Hotel.

          (hh) "Suite Revenues" means that portion of the Gross Revenues of the
     Conversion Hotel which is attributable to the rental of the Suites.

          (jj) "System" means, as applicable, all hotels and inns which are
     operated under the "Residence Inn by Marriott," "Residence Inn," "Marriott
     Residence Inn," "TownePlace Suites by Marriott", "TownePlace Suites" or
     "Marriott TownePlace Suites" trade names.

                                       38

<PAGE>

          (kk) "System Standards" means the operational standards (for example,
     staffing, amenities offered to guests, advertising, etc.) and the physical
     standards (for example, the quality, condition and age of the FF&E) that
     are generally required of hotels which are in the System, as such
     operational and physical requirements may fluctuate from time to time.

          (ll) "Threshold Amount," with respect to each Conversion Hotel, means
     the amount set forth under the heading "Applicable Threshold Amount"
     opposite the name of such Conversion Hotel on Table 5-1 to this Schedule 5,
     as adjusted, from year to year, by any increase in the Consumer Price Index
     using the Consumer Price Index for 2002 as the base year. The Threshold
     Amount for any partial calendar year shall be prorated based upon the
     actual number of days in such year.

          (mm) "Transfer" means any "Transfer" of a Conversion Hotel as defined
     in the Franchise Documents.

          (nn) "Uniform System of Accounts" means the Uniform System of Accounts
     for Hotels, Ninth Revised Edition, 1996, as published by the Hotel
     Association of New York City, Inc.

                                       39

<PAGE>

                            TABLE 5-1 TO SCHEDULE 5

                          CONVERSION HOTEL INFORMATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                    Allocated
                                    Allocated       Amount of                      Applicable
                                  Amount of the      Owner's                        Threshold
Conversion Hotel                   Base Amount      Priority        Base Rent        Amount
-----------------------------------------------------------------------------------------------
<S>                                <C>            <C>             <C>             <C>
Addison (Dallas) RI                $ 60,000.00    $  200,000.00   $  978,428.00   $2,242,882.00
-----------------------------------------------------------------------------------------------
Arlington (DFW-South) RI             26,000.00        86,000.00      696,469.00    1,844,813.00
-----------------------------------------------------------------------------------------------
Atlanta (Downtown) RI                60,000.00       200,000.00    1,397,754.00    3,606,684.00
-----------------------------------------------------------------------------------------------
Atlanta (Peachtree) RI               60,000.00       200,000.00      991,457.00    2,269,775.00
-----------------------------------------------------------------------------------------------
Chicago (O'Hare) RI                  60,000.00       200,000.00    2,636,960.00    3,558,491.00
-----------------------------------------------------------------------------------------------
Detroit (Livonia) RI                 43,000.00       143,000.00    1,058,597.00    2,113,738.00
-----------------------------------------------------------------------------------------------
Eden Prairie RI                            N/A              N/A      873,597.00    2,217,457.00
-----------------------------------------------------------------------------------------------
Gaithersburg (Washingtonian) RI      43,000.00       143,000.00    1,409,500.00    2,198,778.00
-----------------------------------------------------------------------------------------------
Horsham TPS                           9,000.00        29,000.00      699,478.00      857,351.00
-----------------------------------------------------------------------------------------------
Innkeepers Denver (Downtown) RI            N/A              N/A      788,827.00    3,171,570.00
-----------------------------------------------------------------------------------------------
Louisville (North) RI                 9,000.00        29,000.00             N/A             N/A
-----------------------------------------------------------------------------------------------
Portland (Maine) RI                   3,000.00        23,000.00      490,879.00    1,437,209.00
-----------------------------------------------------------------------------------------------
Richmond (Northwest) RI               9,000.00        29,000.00      882,019.00    1,853,471.00
-----------------------------------------------------------------------------------------------
San Jose (South) RI                 255,000.00       855,000.00    1,918,352.00    3,248,683.00
-----------------------------------------------------------------------------------------------
San Mateo RI                         43,000.00       143,000.00    1,645,699.00    2,825,460.00
-----------------------------------------------------------------------------------------------
Silicon Valley I RI                  85,000.00       285,000.00    2,484,117.00    3,113,885.00
-----------------------------------------------------------------------------------------------
Silicon Valley II RI                 85,000.00       285,000.00    2,484,117.00    3,113,885.00
===============================================================================================
   Total                            850,000.00     2,850,000.00
                                   ===========    =============
-----------------------------------------------------------------------------------------------
</TABLE>

                                       40

<PAGE>

                           EXHIBIT 5-2 TO SCHEDULE 5

                      FORM OF ANNUAL FINANCIAL STATEMENTS

                                [To be attached]

                                       41

<PAGE>

                                 SCHEDULE 7.1.1

               INNKEEPERS CONVERSION PARTIES' ORGANIZATIONAL CHART

                                   (Attached)

                                       42

<PAGE>

                                 SCHEDULE 7.1.4

              INNKEEPERS CONVERSION PARTIES AND AUTHORIZED OFFICERS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Each of the following Innkeepers Conversion
Parties is hereby executing this Omnibus
Agreement:                                           Executed by:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
Innkeepers USA Trust                                 Jeffrey H. Fisher,
                                                     Chairman of the Board, Chief Executive Officer
                                                     & President
-------------------------------------------------------------------------------------------------------
Innkeepers Financial Corporation                     Jeffrey H. Fisher,
                                                     President
-------------------------------------------------------------------------------------------------------
Innkeepers USA Limited Partnership, owner of the     Jeffrey H. Fisher,
general partners of owners of the Conversion         President, Innkeepers Financial Corporation
Hotels and direct owner of Horsham TPS,
By Innkeepers Financial Corporation, Its General
Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Sili II, Inc., general          Jeffrey H. Fisher,
partner of the owner of Silicon Valley II RI         President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Sili II LP, direct owner of     Jeffrey H. Fisher,
Silicon Valley II RI,                                President, Innkeepers Residence Sili II, Inc.
By Innkeepers Residence Sili II, Inc., Its General
Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Financial Corporation III, general        Jeffrey H. Fisher,
partner of the owners of Innkeepers Denver           President
(Downtown) RI and Silicon Valley I RI
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Denver-Downtown LP, direct      Jeffrey H. Fisher,
owner of Innkeepers Denver (Downtown) RI,            President, Innkeepers Financial Corporation III
By Innkeepers Financial Corporation III, its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Sili I LP, direct owner of      Jeffrey H. Fisher,
Silicon Valley I RI,                                 President, Innkeepers Financial Corporation III
By Innkeepers Financial Corporation III, its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Atlanta-Downtown, Inc.,         Jeffrey H. Fisher,
general partner of the owner of Atlanta (Downtown)   President
RI
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       42

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Each of the following Innkeepers Conversion
Parties is hereby executing this Omnibus
Agreement:                                           Executed by:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
Innkeepers Residence Atlanta-Downtown LP, direct     Jeffrey H. Fisher,
owner of Atlanta (Downtown) RI,                      President, Innkeepers Residence Atlanta-Downtown,
By Innkeepers Residence Atlanta-Downtown, Inc.,      Inc.
its General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence San Mateo, Inc., general        Jeffrey H. Fisher,
partner of the owner of San Mateo RI                 President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence San Mateo LP, direct owner of   Jeffrey H. Fisher,
San Mateo RI,                                        President, Innkeepers Residence San Mateo, Inc.
By Innkeepers Residence San Mateo, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Arlington, Inc., general        Jeffrey H. Fisher,
partner of the owner of Arlington (DFW-South) RI     President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Arlington (TX) LP, direct       Jeffrey H. Fisher,
owner of Arlington (DFW-South) RI,                   President, Innkeepers Residence Arlington, Inc.
By Innkeepers Residence Arlington, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Addison, Inc., general          Jeffrey H. Fisher,
partner of the owner of Addison (Dallas) RI          President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Addison (TX) LP, direct owner   Jeffrey H. Fisher,
of Addison (Dallas) RI,                              President, Innkeepers Residence Addison, Inc.
By Innkeepers Residence Addison, Inc., its General
Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Eden Prairie, Inc., general     Jeffrey H. Fisher,
partner of the owner of Eden Prairie RI              President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Eden Prairie LP, direct owner   Jeffrey H. Fisher,
of Eden Prairie RI,                                  President, Innkeepers Residence Eden Prairie, Inc.
By Innkeepers Residence Eden Prairie, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence RI General, Inc., general       Jeffrey H. Fisher,
partner of the owner of Atlanta (Peachtree) RI;      President
Chicago (O'Hare) RI; Detroit (Livonia) RI;
Gaithersburg (Washingtonian) RI; Louisville
(North) RI; Richmond (Northwest) RI; and San Jose
(South) RI hotels
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       44

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Each of the following Innkeepers Conversion
Parties is hereby executing this Omnibus
Agreement:                                           Executed by:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
Innkeepers Residence RI General LP, direct owner     Jeffrey H. Fisher,
of Atlanta (Peachtree) RI; Chicago (O'Hare) RI;      President, Innkeepers Residence RI General, Inc.
Detroit (Livonia) RI; Gaithersburg (Washingtonian)
RI; Louisville (North) RI; Richmond (Northwest)
RI; and San Jose (South) RI hotels,
By Innkeepers Residence RI General, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Portland, Inc., general         Jeffrey H. Fisher,
partner of the owner of Portland (Maine) RI          President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Portland LP, direct owner of    Jeffrey H. Fisher,
Portland (Maine) RI,                                 President, Innkeepers Residence Portland, Inc.
By Innkeepers Residence Portland, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Hospitality III, Inc., the Outgoing       Jeffrey H. Fisher,
Lessee (and as currently contemplated under          President
Section 2.5, the new franchisee) of Addison
(Dallas) RI; Arlington (DFW-South) RI; Atlanta
(Downtown) RI; Atlanta (Peachtree) RI; Chicago
(O'Hare)RI; Detroit (Livonia) RI; Eden Prairie RI;
Gaithersburg (Washingtonian) RI; Louisville
(North) RI; Portland (Maine) RI; Richmond
(Northwest) RI; San Jose (South) RI; San Mateo RI,
Silicon Valley II RI; and Horsham TPS
-------------------------------------------------------------------------------------------------------
Innkeepers Hospitality V, Inc., the Outgoing         Jeffrey H. Fisher,
Lessee (and as currently contemplated under          President
Section 2.5, the new franchisee) and the current
New Lessee/Franchisee of Innkeepers Denver
(Downtown) RI and Silicon Valley I RI hotels
-------------------------------------------------------------------------------------------------------
KPA Leaseco, Inc., the (as currently contemplated    Jeffrey H. Fisher,
under Section 2.5, the future, proposed) New         President
Lessee/Franchisee of Addison (Dallas) RI;
Arlington (DFW-South) RI; Atlanta (Downtown) RI;
Atlanta (Peachtree) RI; Chicago (O'Hare)RI;
Detroit (Livonia) RI; Eden Prairie RI;
Gaithersburg (Washingtonian) RI; Louisville
(North) RI; Portland (Maine) RI; Richmond
(Northwest) RI; San Jose (South) RI; San Mateo RI;
Silicon Valley II RI; and Horsham TPS
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       45

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Each of the following Innkeepers Conversion
Parties is hereby executing this Omnibus
Agreement:                                           Executed by:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
KPA Leaseco III, Inc., the (as currently             Jeffrey H. Fisher,
contemplated under Section 2.5, the future,          President
proposed) New Lessee/Franchisee of Innkeepers
Denver (Downtown) RI and Silicon Valley I RI
hotels
-------------------------------------------------------------------------------------------------------
Innkeepers Hospitality Management, Inc., the (as     Jeffrey H. Fisher,
currently contemplated under Section 2.5, the        President
future, proposed) New Manager of all of the
Conversion Hotels
-------------------------------------------------------------------------------------------------------
</TABLE>

In addition, Mark Murphy is the Vice President of each entity identified above
as a general partner or New Lessee and the General Counsel and Corporate
Secretary of Innkeepers USA Trust.

                                       46

<PAGE>

                                  SCHEDULE 11.1

              LIST OF LENDERS AND COLLATERALIZED CONVERSION HOTELS

1.   MassMutual
     .    Silicon Valley II RI

2.   Nomura/Pacific Life Insurance Company
     .    Innkeepers Denver (Downtown) RI; and
     .    Silicon Valley I RI

3.   Wachovia National Bank/Lennar Partners Inc.
     .    Addison (Dallas) RI;
     .    Arlington (DFW-South) RI;
     .    Atlanta (Downtown) RI; and
     .    San Mateo RI

                                       47

<PAGE>

                                    EXHIBIT A

                         [FORM OF OFFICER'S CERTIFICATE]

                              OFFICER'S CERTIFICATE
                                       OF
                          INNKEEPERS CONVERSION PARTIES

     In accordance with and pursuant to the provisions of that certain OMNIBUS
AGREEMENT FOR A 17 HOTEL CONVERSION (the "Omnibus Agreement") made and entered
into on the 25th day of March, 2003, by and between, (a) on the one hand,
Residence Inn By Marriott, Inc., a Delaware corporation ("RIBM") and TownePlace
Management Corporation, a Delaware corporation ("TPMC"), affiliates of Marriott
International, Inc., a Delaware corporation ("Marriott"); and (b) on the other
hand, Innkeepers USA Trust, a Maryland real estate investment trust ("Innkeepers
Trust"); Innkeepers Hospitality, Inc. and its sister corporations (collectively,
"Outgoing Lessees"); Innkeepers Hospitality Management, Inc., a Virginia
corporation ("New Manager"); KPA Leaseco, Inc. and its sister corporations,
indirect subsidiaries of Innkeepers Trust (each, "New Lessee/Franchisee," and,
collectively, "New Lessees/Franchisees"), and the other affiliates of Innkeepers
Trust which executed the Omnibus Agreement (collectively, Innkeepers Trust,
Outgoing Lessees, New Manager, New Lessees, and such affiliates are the
"Innkeepers Conversion Parties," and, individually, any one of them is an
"Innkeepers Conversion Party") each of the undersigned hereby certifies to
Marriott as follows:

     1. I am the duly elected, qualified and acting officer of each of the
Innkeepers Conversion Parties (the "Certifying Parties").

     2. I have reviewed and am familiar with the contents of this Officer's
Certificate. I have reviewed and am familiar with the provisions of the Omnibus
Agreement and all of the Franchise Documents.

     3. As of the date hereof, each of the representations and warranties
contained in Section 8.1 of the Omnibus Agreement and in each of the Franchise
Documents is true and correct, and each of the Certifying Parties is in
compliance with each of the covenants contained in said agreements.

     Capitalized terms used herein but not defined have the meanings assigned to
such terms in the Omnibus Agreement.

                                       48

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Officer's Certificate as of          , 2003.
                            ---------

INNKEEPERS USA TRUST


By:
    ----------------------------------------
    Name:
         -----------------------------------
    Title:
         -----------------------------------


INNKEEPERS HOSPITALITY, INC.


By:
    ----------------------------------------
    Name:
         -----------------------------------
    Title:
         -----------------------------------

I acknowledge that I am executing this Officer's Certificate on behalf of each
of the entities set forth in Schedule A hereto, in my capacity as the officer of
each such entity as identified in such Schedule


------------------------
Jeffrey H. Fisher

                                       49

<PAGE>

<TABLE>
<CAPTION>
                                   SCHEDULE A

-------------------------------------------------------------------------------------------------------
Innkeepers Conversion Parties:                       Position held:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
Innkeepers USA Trust                                 Jeffrey H. Fisher,
                                                     Chairman of the Board, Chief Executive Officer
                                                     & President
-------------------------------------------------------------------------------------------------------
Innkeepers Financial Corporation                     Jeffrey H. Fisher,
                                                     President
-------------------------------------------------------------------------------------------------------
Innkeepers USA Limited Partnership, owner of the     Jeffrey H. Fisher,
general partners of owners of the Conversion         President, Innkeepers Financial Corporation
Hotels and direct owner of Horsham TPS, By
Innkeepers Financial Corporation, Its General
Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Sili II, Inc., general          Jeffrey H. Fisher,
partner of the owner of Silicon Valley II RI         President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Sili II LP, direct owner of     Jeffrey H. Fisher,
Silicon Valley II RI,                                President, Innkeepers Residence Sili II, Inc.
By Innkeepers Residence Sili II, Inc., Its General
Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Financial Corporation III, general        Jeffrey H. Fisher,
partner of the owner of Innkeepers Denver            President
(Downtown) RI and Silicon Valley I RI
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Denver-Downtown LP, direct      Jeffrey H. Fisher,
owner of Innkeepers Denver (Downtown) RI,            President, Innkeepers Financial Corporation III
By Innkeepers Financial Corporation III, its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Sili I LP, direct owner of      Jeffrey H. Fisher,
Silicon Valley I RI,                                 President, Innkeepers Financial Corporation III
By Innkeepers Financial Corporation III, its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Atlanta-Downtown, Inc.,         Jeffrey H. Fisher,
general partner of the owner of Atlanta (Downtown)   President
RI
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Atlanta-Downtown LP, direct     Jeffrey H. Fisher,
owner of Atlanta (Downtown) RI,                      President, Innkeepers Residence Atlanta-Downtown,
By Innkeepers Residence Atlanta-Downtown, Inc.,      Inc.
its General Partner
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       50

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Innkeepers Conversion Parties:                       Position held:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
Innkeepers Residence San Mateo, Inc., general        Jeffrey H. Fisher,
partner of the owner of San Mateo RI                 President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence San Mateo LP, direct owner of   Jeffrey H. Fisher,
San Mateo RI,                                        President, Innkeepers Residence San Mateo, Inc.
By Innkeepers Residence San Mateo, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Arlington, Inc., general        Jeffrey H. Fisher,
partner of the owner of Arlington (DFW-South) RI     President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Arlington (TX) LP, direct       Jeffrey H. Fisher,
owner of Arlington (DFW-South) RI,                   President, Innkeepers Residence Arlington, Inc.
By Innkeepers Residence Arlington, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Addison, Inc., general          Jeffrey H. Fisher,
partner of the owner of Addison (Dallas) RI          President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Addison (TX) LP, direct owner   Jeffrey H. Fisher,
of Addison (Dallas) RI,                              President, Innkeepers Residence Addison, Inc.
By Innkeepers Residence Addison, Inc., its General
Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Eden Prairie, Inc., general     Jeffrey H. Fisher,
partner of the owner of Eden Prairie RI              President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Eden Prairie LP, direct owner   Jeffrey H. Fisher,
of Eden Prairie RI,                                  President, Innkeepers Residence Eden Prairie, Inc.
By Innkeepers Residence Eden Prairie, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Residence RI General, Inc., general       Jeffrey H. Fisher,
partner of the owner of Atlanta (Peachtree) RI;      President
Chicago (O'Hare) RI; Detroit (Livonia) RI;
Gaithersburg (Washingtonian) RI; Louisville
(North) RI; Richmond (Northwest) RI; and San Jose
(South) RI hotels
-------------------------------------------------------------------------------------------------------
Innkeepers Residence RI General LP, direct owner     Jeffrey H. Fisher,
of Atlanta (Peachtree) RI; Chicago (O'Hare) RI;      President, Innkeepers Residence RI General, Inc.
Detroit (Livonia) RI; Gaithersburg (Washingtonian)
RI; Louisville (North) RI; Richmond (Northwest)
RI; and San Jose (South) RI hotels,
By Innkeepers Residence RI General, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       51

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Innkeepers Conversion Parties:                       Position held:
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>
Innkeepers Residence Portland, Inc., general         Jeffrey H. Fisher,
partner of the owner of Portland (Maine) RI          President
-------------------------------------------------------------------------------------------------------
Innkeepers Residence Portland LP, direct owner of    Jeffrey H. Fisher,
Portland (Maine) RI,                                 President, Innkeepers Residence Portland, Inc.
By Innkeepers Residence Portland, Inc., its
General Partner
-------------------------------------------------------------------------------------------------------
Innkeepers Hospitality III, Inc., the Outgoing       Jeffrey H. Fisher,
Lessee of Addison (Dallas) RI; Arlington             President
(DFW-South) RI; Atlanta (Downtown) RI; Atlanta
(Peachtree) RI; Chicago (O'Hare)RI; Detroit
(Livonia) RI; Eden Prairie RI; Gaithersburg
(Washingtonian) RI; Louisville (North) RI;
Portland (Maine) RI; Richmond (Northwest) RI; San
Jose (South) RI; San Mateo RI , Silicon Valley II
RI; and Horsham TPS
-------------------------------------------------------------------------------------------------------
Innkeepers Hospitality V, Inc., the Outgoing         Jeffrey H. Fisher,
Lessee of Innkeepers Denver (Downtown) RI and        President
Silicon Valley I RI hotels
-------------------------------------------------------------------------------------------------------
KPA Leaseco, Inc., the New Lessee/Franchisee of      Jeffrey H. Fisher,
Addison (Dallas) RI; Arlington (DFW-South) RI;       President
Atlanta (Downtown) RI; Atlanta (Peachtree) RI;
Chicago (O'Hare)RI; Detroit (Livonia) RI; Eden
Prairie RI; Gaithersburg (Washingtonian) RI;
Louisville (North) RI; Portland (Maine) RI;
Richmond (Northwest) RI; San Jose (South) RI; San
Mateo RI; Silicon Valley II RI; and Horsham TPS
-------------------------------------------------------------------------------------------------------
KPA Leaseco III, Inc., the New Lessee of              Jeffrey H. Fisher,
Innkeepers Denver (Downtown) RI and Silicon Valley    President
I RI hotels
-------------------------------------------------------------------------------------------------------
Innkeepers Hospitality Management, Inc., the New     Jeffrey H. Fisher,
Manager of all of the Conversion Hotels              President
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       52

<PAGE>

                                   EXHIBIT B

                  FORM OF TERMINATION OF MANAGEMENT AGREEMENT

                                (To be attached)

                                       53

<PAGE>

                          AGREEMENT FOR TERMINATION OF
                              MANAGEMENT AGREEMENT

     THIS AGREEMENT FOR TERMINATION OF MANAGEMENT AGREEMENT (this "Agreement"),
is entered into as of this        , day of      ,       ("Effective Date") by
                           -------         -----  -----
and between Innkeepers Hospitality III, Inc., a Virginia corporation with a
mailing address at 306 Royal Poinciana Way, Palm Beach, Florida 33480
("Lessee"), and RESIDENCE INN BY MARRIOTT, INC. ("Management Company"), a
Delaware corporation with a mailing address at 10400 Fernwood Road, Bethesda,
Maryland 20817.

                              W I T N E S S E T H:

     WHEREAS, Lessee and Management Company are parties to that certain
Management Agreement dated as of [[[insert date of management agreement]]],
[[[insert if applicable: which is subject to two letter agreements dated
December 13, 1995 and one letter agreement dated December 30, 1997]]] (together
with all amendments, the "Management Agreement") for the operation and
management of a Residence Inn by Marriott located at [[[insert Inn address]]]
("Inn"); and

     WHEREAS, Lessee and Management Company desire to terminate the Management
Agreement;

     NOW, THEREFORE, for the mutual covenants and considerations herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Management Agreement Terminology.

     Any capitalized term not specifically defined in this Agreement shall have
the definition given such term in the Management Agreement. Any provision of the
Management Agreement governing the Termination of the Management Agreement shall
not be affected by this Agreement unless specifically modified herein.

     Although referred to as "Owner" in the Management Agreement, Innkeepers
Hospitality III, Inc. shall be referred to throughout this Agreement as
"Lessee," and each such reference herein shall have the same force and effect as
if Innkeepers Hospitality III, Inc. were identified by the designation "Owner."

2. Date of Termination and Conditions Precedent to Termination.

     (a) Provided that all Conditions Precedent set forth in Paragraph 2(b)
below have been fully satisfied, the Management Agreement will terminate at
11:59 PM on [[[insert date that Marriott's management will end]]] (the
"Termination Date"). Revenues from room sales of the night beginning the evening
of [[[insert date Marriott's management will end]]]] and ending the morning of
[[[inset day after Marriott's management ends]]] will be considered as Gross

                                       54

<PAGE>

Revenues under the Management Agreement. After the Termination Date, Management
Company shall have no further obligations regarding the management of the Inn.

     (b)  The termination of the Management Agreement is expressly subject to,
          and conditioned upon, satisfaction of each and all of the following
          conditions precedent: (i) full execution of a License Agreement
          between Marriott International, Inc., ("Marriott") in its role as
          Franchisor, and Lessee (or its permitted assignee), in its role as
          Franchisee, in the form attached as an exhibit to Marriott's
          then-current Uniform Franchise Offering Circular, as amended by mutual
          agreement of Marriott and Lessee; and (ii) execution of a Release by
          Owner in the manner and form set forth in Exhibit A attached hereto.

3. Termination of Inn Management by Management Company.

     It is understood that following the termination of the Management
Agreement, Management Company shall not provide corporate services of any kind
with respect to the Inn except: (i) as set forth in the provisions of the
Management Agreement that expressly survive termination; and (ii) for a period
of ninety (90) days following the Termination Date, Management Company shall pay
the Inn's payables resulting from operations of the Inn prior to the Termination
Date to the extent sufficient funds exist in the Payables Escrow (herein
defined) or from Inn operations prior to the Termination Date.

4. Termination Fee.

     Notwithstanding any provision to the contrary in the Management Agreement,
and in complete satisfaction of any Termination Fee otherwise payable under the
Management Agreement, Lessee shall pay Management Company a termination fee in
accordance with that certain Omnibus Agreement by and between (a) on the one
hand, Residence Inn By Marriott, Inc., a Delaware corporation and TownePlace
Management Corporation, a Delaware corporation, affiliates of Marriott
International, Inc., a Delaware corporation; and (b) on the other hand,
Innkeepers USA Trust, a Maryland real estate investment trust; Innkeepers
Hospitality, Inc. and its sister corporations; Innkeepers Hospitality
Management, Inc., a Virginia corporation; KPA Leaseco, Inc. and its sister
corporations, indirect subsidiaries of Innkeepers USA Trust, and the other
affiliates of Innkeepers USA Trust which executed the Omnibus Agreement dated as
of March 25, 2003, effective as of March 28, 2003.

5. Employees.

     (a) Lessee acknowledges and agrees that employees currently employed to
operate the Inn are employees of Management Company or one of its affiliates
("Employees") and as such will be terminated or transferred as a result of the
termination of the Management Agreement. Lessee hereby represents and warrants
to Management Company that:

     (i) except for Employees identified on Schedule A (which Management Company
     has informed Lessee will be transferred by Management Company and thus not
     available to by hired by Lessee), and except for Employees that, at
     Lessee's request, Management Company (or its appropriate affiliate) shall
     "lend/lease" to Lessee (or its appropriate affiliate) under the terms and
     conditions set forth in the form agreement attached as

                                       55

<PAGE>

     Exhibit B hereto, Lessee will, prior to the Termination Date, offer
     employment at the Inn to each person who is, or will be, employed by
     Management Company at the Inn as of the Termination Date (collectively, the
     "Available Employees") at no less than the same hourly wage or annual
     salary, as applicable, and with substantially similar benefits, as each
     such Available Employee receives from Management Company as of the date of
     such offer of employment; Lessee shall not be liable for severance costs
     with respect to Available Employees to whom Lessee extends an offer of
     employment at the Inn under substantially similar terms and conditions
     prior to the Termination Date;

     (ii) for at least ninety (90) days after the Termination Date, Lessee will
     not terminate the employment of any one or more of the Available Employees
     without cause or materially alter the terms of any Available Employee's
     employment; and

     (iii) for at least ninety (90) days following the Termination Date, Lessee
     will not change the benefits offered to Available Employees by Lessee (and
     approved by Management Company) prior to the Termination Date.

     (b) Notwithstanding offers of employment by Lessee, Management Company
shall have the right, upon reasonable notice to Lessee, to transfer Inn
employees to other properties managed by Management Company or one of its
affiliates. Funds placed into the escrow fund required in Section 11.11 (I) of
the Management Agreement for reimbursement of employee related costs shall not
be treated as Deductions. In the event any one or more Employees are eligible
for Management Company's Severance Plan, severance will be paid, if at all, to
Employees and charged to Lessee as a result of the termination of the Management
Agreement only in accordance with the terms of said Severance Plan as
administered and interpreted in the sole discretion of the Management Company as
administrator of the Severance Plan.

     (c) Lessee acknowledges and agree that Management Company shall pay to each
Employee directly such Employee's vested paid time off accrued as of the
Termination Date. Management Company shall not be liable for Employees' vested
or unvested paid time off accruing after the Termination Date.

6. Indemnification.

     Lessee, on behalf of itself and its successors and assigns, hereby agrees
to indemnify, defend and hold harmless Management Company, its parent companies,
subsidiaries, affiliates, and each of their officers, directors, shareholders,
agents, and assigns ("Management Company Releasees") against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs and expenses, including attorneys' fees of whatever kind or nature which
may be imposed on or incurred by Management Company Releasees, individually or
collectively, arising out of or relating to any of the following: (i) any loss
or damage to the contents of any Safe Deposit Boxes (hereafter defined) or Guest
Baggage (hereafter defined); (ii) Existing Inn Contracts (hereafter defined);
(iii) severance and WARN Act (and all similar state statutes) claims by one or
more Employees; and (iv) any events or occurrences, of whatever kind, relating
to or arising out of ownership or management of the Inn after the Termination
Date.

                                       56

<PAGE>

     From the Effective Date through the Termination Date, Management Company
shall not enter into any material service contracts, equipment leases, or other
such agreements with respect to the Inn that cannot be terminated without
penalty. Further, Management Company covenants and agrees to manage and operate
the Inn in accordance with Management Company's obligations under the Management
Agreement from the Effective Date through the Termination Date.

7. Use of Names.

     As provided in Article 11.12 of the Management Agreement, the names
"Marriott" and "Residence Inn by Marriott," whether used alone or in connection
with another word or words, and all other Proprietary Marks shall in all events
remain the exclusive property of Management Company or its affiliates. Lessee
shall have no right to use the name "Marriott," "Residence Inn by Marriott," or
any other Proprietary Marks in the operation of the Inn after the Termination
Date unless permitted by a written contract between the parties or their
affiliates.

8. Commitments.

     Lessee agrees (i) to honor and fully perform all commitments or agreements
that were entered into by Management Company on behalf of the Inn on or before
the Termination Date ("Existing Inn Contracts"), including, but not limited to,
agreements involving room reservations, group sales events, banquet events,
catered functions, service, maintenance, and equipment leases or (ii) to
terminate such Existing Inn Contracts in accordance with their terms.

9. Deposits.

     All deposits, advance rents under leases, and bank accounts relating to the
operation of the Inn shall be terminated or transferred to Lessee or its
designee at the direction of Lessee at the time Management Company delivers the
final accounting statement to Lessee as set forth in the Management Agreement.

                                       57

<PAGE>

10. Escrows.

     Pursuant to the Management Agreement, Management Company is establishing
escrow funds from Gross Revenues in the following amounts that Management
Company reasonably believes will be necessary in connection with the termination
of the Management Agreement:

     (i)  Approximately [[[insert amount based on Inn's claim history, pending
          claims, and location]]] for claims under worker's compensation and
          employer's liability ("Insurance Escrow"), with the exact amount of
          funds placed in said escrow to be determined by Management Company no
          later than fourteen (14) days after the Termination Date;

     (ii) [[[insert amount based on the Inn's prior tax audits/liabilities]]]
          for sales and use tax assessments ("Tax Escrow"); and

     (iii) $[[[insert amount per business agreement]]] for severance pay
          liabilities ("Severance Escrow");

     (iv) $ 10,000 for payment of Inn expenses and liabilities incurred on or
          before the Termination Date ("Payables Escrow").

Management Company shall be obligated to disburse to Lessee any funds remaining
in the: (a) Insurance Escrow after[[[insert date thirty days after close of
Inn's insurance cycle]]]; (b) Tax Escrow after the earlier of sixty (60) days
after the completion of all audits or sixty (60) days after the expiration of
any and all applicable statute of limitations; (c) Severance Escrow at the time
Management Company delivers the final accounting statement to Lessee as set
forth in the Management Agreement (less any funds in the Severance Escrow which
Management Company reasonably determines is necessary to pay severed employees
who elect to be paid out over time rather than in lump sum); and (d) Payables
Escrow at the time Management Company delivers the final accounting statement to
Lessee as set forth in the Management Agreement. To the extent there are
insufficient funds in such escrows to reimburse Management Company for all
expenses relating to such escrows or for other Deductions paid by Management
Company pursuant to the Management Agreement, Lessee (or Lessee's assigns or
successors) shall reimburse Management Company for all expenses relating to such
expenses (including, but not limited to, severance pay and any liability arising
from any WARN Act violations) within ten (10) days of being notified by
Management Company of such insufficient funds and demand for reimbursement.
Lessee agrees that Management Company may commingle funds in such escrows and
use the escrowed funds for any of the aforementioned purposes.

11. Reserve Shortfalls.

The Reserve (as such term is defined in the Management Agreement) shall be
transferred to Lessee no later than thirty (30) days after the Termination Date.
With respect to FF&E costs and expenses of the Inn that are required to paid
from the Reserve pursuant to Article 5.02 of the Management Agreement ("FF&E
Expenses") and costs and expenses for major repairs,

                                       58

<PAGE>

renovations, alternations, and improvements to the Inn required to be funded
solely by Lessee pursuant to Article 5.03 of the Management Agreement ("CapEx
Expenses"), Management Company shall pay such FF&E Expenses and CapEx Expenses
from the Reserve. If a shortfall occurs because the FF&E Expenses and/or the
CapEx Expenses of the Inn exceed the amount of the Inn's Reserve (said amount
constituting a "Shortfall"), Management Company shall in its sole discretion
either (i) use other Inn funds in control of Management Company to pay such
Shortfall; or (ii) provide a written request to Lessee for payment of such
Shortfall that describes with reasonable particularity the FF&E Expenses and/or
CapEx Expenses incurred. If Management Company requests payment of a Shortfall
pursuant to (ii) in the immediately preceding sentence, Lessee shall thereafter
have ten (10) days within which to satisfy the demand for payment in full.

12. House Banks.

     As of the Termination Date, Lessee or its designee and Management Company
shall jointly count all till money then held at the Inn for use as house banks.
Upon completion of such count, all such funds will be turned over to Lessee or
its designee and Lessee or its designee will deliver to Management Company a
receipt thereof.

13. Safe Deposit Boxes.

     On the Termination Date, Management Company shall deliver to Lessee or its
designee (i) all keys in its possession to the Inn's safe deposit boxes ("Safe
Deposit Boxes"), and (ii) any receipts, agreements, and lists relating to the
Safe Deposit Boxes. Additionally, on the Termination Date, the Safe Deposit
Boxes shall be inventoried in the presence of representatives of both Management
Company and Lessee or its designee and the contents thereof delivered to Lessee.

14. Guest Baggage.

     All baggage of guests who are still at the Inn on the Termination Date that
has been checked with or left in the care of Management Company shall be
inventoried and tagged jointly by Management Company and Lessee or its designee
and delivered to Lessee. Any baggage or other items in the Inn's "Lost and
Found" shall be inventoried in the presence of representatives of both
Management Company and Lessee or its designee and delivered to Lessee. All
baggage described in this paragraph 14 is collectively called "Guest Baggage".

15. Publicity.

     Except as otherwise permitted under the Omnibus Agreement, no party to this
Agreement shall make any publicity releases or other public notice of the
transactions described in this Agreement without the prior written consent of
the other party, which consent may be conditioned upon the reasonable review and
approval of the text and method of dissemination of the publicity release.

                                       59

<PAGE>

16. Construction.

     Each party hereby acknowledges that it has participated equally in the
drafting of this Agreement, with assistance of counsel, and therefore that no
court construing this Agreement should construe it more stringently against one
party than the other.

17. Cumulative Remedies.

     All rights, benefits and remedies provided to the parties by this
Agreement, or any instruments or documents executed pursuant to this Agreement,
are cumulative and shall not be exclusive of any other of the rights, remedies
and benefits allowed by law or equity to the parties.

18. Governing Law.

     This Agreement shall be governed by, and construed under, the laws of the
State in which the Inn is located.

19. Invalid Provisions.

     If any provision of any of this Agreement is held to be illegal, invalid,
or unenforceable under present or future laws in effect from time to time, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never
comprised a part hereof; and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid, or unenforceable provision there shall be added
automatically as a part of this Agreement a provision as similar in terms to the
illegal, invalid, or unenforceable provision as may be possible so as to make it
legal, valid, and enforceable.

20. Multiple Counterparts.

     This Agreement may be executed in identical counterparts, each of which
shall be deemed an original for all purposes and all of which shall constitute,
collectively, one Agreement.

21. Authority.

     The parties hereto represent and warrant that they are duly authorized to
execute and deliver this Agreement on behalf of the party in accordance with the
party's organizational and governing documents, including, as applicable,
corporate charter, corporate bylaws and/or partnership agreements and that this
Agreement is binding upon the party in accordance with its terms.

22. Binding Effect.

                                       60

<PAGE>

     This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns. No
assignment or other transfer of the rights or obligations of the parties shall
relieve the assignor or transferor of any obligations under this Agreement.

23. Waiver; Modification; Entire Agreement.

     Failure by a party to insist upon or enforce any of its rights hereunder
shall not constitute a waiver thereof. Any party hereto may waive, in writing,
any benefit contained in this Termination Agreement. No oral modification or
waiver hereof shall be binding upon the parties, and any modification shall be
in writing and signed by all parties hereto. This Agreement constitutes the
entire agreement between the parties concerning termination of the Management
Agreement and supercedes any and all prior understandings and agreements, oral
or written, relating thereto.

24. Guarantee of Lessee's Obligations.

     As consideration and inducement for Management Company to execute this
Agreement for Termination of Management Agreement, Innkeepers USA Trust
("Guarantor"), on behalf of itself and its successors and assigns hereby
unconditionally warrants to Management Company and its successors and assigns
that all of Lessee's obligations under the Management Agreement and this
Agreement for Termination of Management Agreement will be punctually paid and
performed. Upon notice from Management Company that any such obligation of
Lessee has not been punctually fulfilled by Lessee, Guarantor shall immediately
and fully perform such obligation.

     IN WITNESS WHEREOF, the parties have executed this Termination Agreement as
of the date first above written.

                        [SIGNATURES FOLLOW ON NEXT PAGE]

                                       61

<PAGE>

"MANAGEMENT COMPANY"                   "LESSEE"

RESIDENCE INN BY MARRIOTT, INC.        [[[[INSERT NAME OF ENTITY]]]


By:                                    By:
    --------------------------------       -------------------------------------

Title                                  Title:
      ------------------------------          ----------------------------------


                                       GUARANTOR


                                       INNKEEPERS USA TRUST, a Maryland
                                       Real Estate Investment Trust,


                                       By:
                                           --------------------------------
                                       Title:
                                              -----------------------------

                                       62

<PAGE>

                                    Exhibit A
                                     RELEASE

     THIS RELEASE (this "Release") is entered into as of this           day of
                                                              ---------
      ,     , ("Effective Date") by and between Innkeepers USA Trust, a Maryland
------  ----
real estate investment trust ("Innkeepers Trust"); Innkeepers Hospitality, Inc.
and its sister corporation Innkeepers Hospitality III, Inc, (the "Outgoing
Lessee"), Innkeepers Hospitality Management, Inc. (the "New Manager") and KPA
Leaseco, Inc. (the "New Lessee/Franchisee") (collectively, Innkeepers Trust,
Outgoing Lessee, New Manager and New Lessee/Franchisee, the "Innkeepers
Parties," and, individually, any one of them is an "Innkeepers Party"), and
RESIDENCE INN BY MARRIOTT, INC. ("Management Company"), a Delaware corporation
with a mailing address at 10400 Fernwood Road, Bethesda, Maryland 20817.

     WHEREAS, Outgoing Lessee and Management Company are parties to (i) that
certain Management Agreement dated as of                   , as amended (the
                                         ------------------
"Management Agreement"), for the operation and management of the Residence Inn
by Marriott located at                              (the "Inn"); (ii) that
                       ----------------------------
certain Agreement for Termination of Management Agreement of even date hereof
("Termination Agreement") concerning the Inn; and (iii) that certain Omnibus
Agreement dated as of March 25, 2003, effective as of March 28, 2003 (the
"Omnibus Agreement");

     WHEREAS, Outgoing Lessee desires to terminate the Management Agreement
governing the Inn;

     WHEREAS, Management Company desires to terminate the Management Agreement
provided that Lessee execute a license agreement with Marriott International,
Inc. governing the Inn and execute a release of all claims relating to or
arising out of Management Company's operation or management of the Inn;

     NOW, THEREFORE, without acknowledging any liability, the same being
expressly denied, in consideration of the mutual covenants contained herein, and
for good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, it is agreed as follows:

     1. Each recital set forth above is true and correct and is incorporated as
a substantive part of this Release.

     2. With the exception of any Excluded Claims (as herein defined), each of
the Innkeepers Parties, for itself and all of its officers, directors,
shareholders, employees, predecessors, insurers, attorneys, agents,
representatives, affiliates, successors and assigns (and any affiliates,
subsidiaries and/or parent companies of the foregoing) (together, the
"Innkeepers Releasors"), in all cases jointly and severally, hereby releases,
discharges, and forever waives and relinquishes any and all claims, demands,
obligations, liabilities, defenses, affirmative defenses, set-offs,
counterclaims, actions and causes of action of whatever kind or nature, whether
known or unknown, which any of the Innkeepers Releasors has, may have, might
have, or may assert now or in the future have against Management Company and/or
any of its present or former officers,

                                       63

<PAGE>

directors, shareholders, employees, predecessors, insurers, attorneys, agents,
representatives, affiliates, successors and assigns (and any affiliates,
subsidiaries and/or parent companies of the foregoing) (together, the
"Management Company Releasees"), directly or indirectly, arising out of, based
upon, or in any manner connected with any transaction, event, circumstance,
action, failure to act, or occurrence of any sort or type, whether known or
unknown, which occurred, existed, was taken, permitted, or begun prior to the
execution of this Release and occurred, existed, was taken, permitted, or begun
in connection with, pursuant to, or by virtue of the Management Agreement and/or
Termination Agreement or which was in any way related to or connected with
Management Company's operation, management, and/or development of the Inn
(including, with respect to each of the foregoing Management Company Releasees,
any claims or alleged claims relating to or arising out of the financial or
economic impact that any development, promotion, ownership, operation,
licensing, franchising, and/or management would have or has had on the Inn
arising out of or related to any other property developed, promoted, owned,
operated, licensed, franchised or managed by, and of, Management Company
Releasees that is in existence as of the date of this release or that has been
previously identified in writing by Marriott to Innkeepers Trust; provided,
however, that the foregoing release shall not apply to, or prohibit the
Innkeepers Releasors from asserting, a claim for: (i) breach of the Termination
Agreement, the Omnibus Agreement, or any Management Support Agreements between
the parties; (ii) failure to make any payment accruing prior to the Termination
of the Management Agreement but not due and payable until a date thereafter;
and/or (iii) breach of any other obligation of Management Company arising after
the Termination Date ("Excluded Claims").

     The release set forth above is intended to be effective as a bar to every
claim stated above. Accordingly, the Innkeepers Releasors hereby expressly
waives any rights and benefits conferred by Section 1542 of the California Civil
Code, which provides that, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR," and hereby expressly waives any rights and benefits
conferred by any similar provision of law existing under any other applicable
state or local code.

                                       64

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Release as of the
Effective Date set forth above.

"MANAGEMENT COMPANY"

RESIDENCE INN BY MARRIOTT, INC.


By:
    --------------------------------
    Name:
         ---------------------------
    Title:
          --------------------------


INNKEEPERS USA TRUST


By:
    --------------------------------
    Name:
         ---------------------------
    Title:
          --------------------------


INNKEEPERS HOSPITALITY, INC.


By:
    --------------------------------
    Name:
         ---------------------------
    Title:
          --------------------------


INNKEEPERS HOSPITALITY III, INC.


By:
    --------------------------------
    Name:
         ---------------------------
    Title:
          --------------------------

                                       65

<PAGE>

                                    EXHIBIT C

                               REFERENCE AGREEMENT

                                (To be Attached)

                                       66

</TEXT>
</DOCUMENT>
