INNKEEPERS USA TRUST/FL
<DOCUMENT>
<TYPE>EX-10.6(C)
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                                                 EXHIBIT 10.6(c)
                              EMPLOYMENT AGREEMENT
                          BETWEEN INNKEEPERS USA TRUST
                               AND GREGORY M. FAY

         THIS EMPLOYMENT AGREEMENT effective August 14, 1997, between INNKEEPERS
USA TRUST, a Maryland real estate investment trust (the "Company"), and GREGORY
M. FAY (the "Executive"), recites and provides as follows:

                              W I T N E S S E T H:

         WHEREAS, the Company is a self-advised equity real estate investment
trust which has been formed to own hotel properties (the "Hotel") directly and
through its subsidiaries; and

         WHEREAS, the Company desires to employ the Executive to devote
substantially all of his time (as defined in paragraph 4 hereunder) to the
business of the Company and to serve as the Vice President of Accounting of the
Company; and

         WHEREAS, the Executive desires to be so employed on the terms and
subject to the conditions hereinafter stated.

         NOW, THEREFORE, in consideration of the premises and mutual obligations
hereinafter set forth, the parties agree as follows:

         1. RECITALS. The above recitals are incorporated by reference herein
and made a part hereof as set forth verbatim.

         2. EMPLOYMENT. The Company shall employ the Executive, and the
Executive agrees to be so employed, in the capacity of Vice President of
Accounting of the Company to serve for the Term (as hereinafter defined) hereof,
subject to earlier termination as hereinafter provided.

         3. TERM. The term of the Executive's employment hereunder (the "Term")
shall be for a period of five (5) years commencing on August 14, 1997, and
continuing until December 31, 2002, unless terminated earlier as provided
herein. If neither the Company nor the Executive has provided the other with
written notice of an intention to terminate this Agreement at least thirty (30)
days before the end of the Term (or any subsequent renewal period), this
Agreement will automatically renew for successive twelve (12) month periods.


<PAGE>

         4. SERVICES. The Executive shall devote 100% of his time, attention and
effort to the Company's affairs. The Executive shall have full authority and
responsibility, subject to the general direction, approval and control of the
Company's President, Chief Executive Officer, and Board of Trustees for
formulating policies and administering the Company in all respects.

         5. COMPENSATION.

              (a) BASE SALARY. During the Term, the Company shall pay the
Executive for his services an annual Base Salary equal to $125,000.00, subject
to any increases approved by the Company's Board of Trustees and an automatic
annual adjustment based on any increase in the United States Consumer Price
Index for Wage Earners & Clerical Workers, United States Average, All Items
(1982-1984) (the "CPI") plus five percent (5%). The initial CPI adjustment shall
occur on January 1, 1998 and shall be based upon the percentage increase in the
CPI since January 1, 1997 (plus five percent (5%)). Subsequent adjustments shall
occur on January 1 of each year based on the percentage increase in the CPI
since the last adjustment date (plus five percent (5%)). The Executive's Base
Salary shall be also subject to such increases as may be approved by the
Company's Board of Trustees, in its sole discretion. Such Base Salary shall be
paid in twenty-six (26) bi-weekly installments. Any increase in Base Salary
shall not serve to limit or reduce any other obligations to the Executive under
this Agreement.

              (b) ANNUAL BONUS. In addition to the annual Base Salary in Section
5(a) above, the Executive shall be entitled to a cash bonus, payable on or
before April 1 of the following year determined as follows: the Executive shall
be entitled to receive a cash bonus equal to the percentage increase in Funds
From Operations (as defined below,"FFO") per share over the prior year,
multiplied by the then current base salary. The maximum cash bonus payable to
the Executive pursuant to this Section 5(b) shall be equal to 100% of the annual
Base Salary described in Section 5(a) above. For the purposes of this Section
5(b), FFO will mean net income (loss) computed in accordance with generally
accepted accounting principals, excluding gains (or losses) from debt
restructuring and sales of property, plus real estate depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures, as the same may be adjusted from


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<PAGE>


time to time by the National Association of Real Estate Investment Trusts.

              (c) STOCK OPTIONS. In addition to the Base Salary and Annual Bonus
indicated in (a) and (b) above, the Executive's compensation shall include any
and all stock options presently outstanding or granted by the Company in the
future.

         6. BENEFITS. The Company agrees to provide the Executive with the
following benefits:

              (a) VACATION. The Executive shall be entitled each year to a
vacation, during which time his compensation shall be paid in full. The time
allotted for such vacation shall be an aggregate three (3) weeks. In the year
Executive terminates employment, he shall be entitled to receive a prorated paid
vacation based upon the amount of time that he has worked during the year of
termination. In the event that he has not taken his vacation time computed on a
prorated basis, he shall be paid, at his regular rate of pay, for unused
vacation. In the event Executive has taken more vacation time than allotted for
the year of termination, there shall be no reduction in compensation otherwise
payable hereunder.

              (b) EMPLOYEE BENEFITS. During the Term of this Agreement, the
Executive and/or the Executive's family, as the case may be, shall be entitled
to all rights, benefits and privileges to which other management level employees
of the Company are entitled, including, but not limited to, any retirement,
pension, profit-sharing, insurance, hospital, or other plans which may now be in
effect or which may hereafter be adopted by the Company. Regarding life
insurance, the Executive shall have the right to name the beneficiary of such
life insurance policy.

         7. EXPENSES. The Company recognizes that the Executive will have to
incur certain out-of-pocket expenses, including, but not limited to travel
expenses, related to his services and the Company's business, and the Company
agrees to promptly reimburse the Executive for all reasonable expenses
necessarily incurred by him in the performance of his duties to the Company upon
presentation of a voucher or documentation indicating the amount and business
purposes of any such expenses. These expenses include, but are not limited to,
travel, meals, entertainment, etc.


                                      -3-
<PAGE>

         8. OFFICE AND SUPPORT STAFF. During the term of this Agreement, the
Executive shall be entitled to an office of a size and with furnishings and
other appointments, and to secretarial and other assistants, at least equal to
those provided to other management level employees of the Company.

         9. TERMINATION.

              (a) GROUNDS. This Agreement shall terminate in the event of the
Executive's death. In the case of the Executive's Disability, the Company may
elect to terminate the Executive as a result of such Disability. Where
appropriate, the Company also may terminate the Executive pursuant to a
Termination With Cause. Finally, the Executive may terminate his employment with
the Company pursuant to either a Voluntary Termination or a Voluntary
Termination for Good Reason. For purposes of this Agreement, Disability,
Voluntary Termination, Voluntary Termination for Good Reason, and Termination
With Cause are defined in Section 10 of this Agreement.

              (b) NOTICE OF TERMINATION. Any termination by the Company or the
Executive (other than upon death) shall be communicated by Notice of Termination
to the Executive or the Company, as applicable. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon and the specific
ground for termination; (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination; and (iii) the
date of termination in accordance with 9(c) below. The failure of the Executive
to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his rights hereunder.

              (c) DATE OF TERMINATION. "Date of Termination" means (i) if the
Company intends to treat the termination as a termination based upon the
Executive's Disability, the Executive's employment with the Company shall
terminate effective on the sixtieth day after receipt of Notice of Termination
by the Company, provided that, within thirty (30) days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties; (ii) if the Executive's employment is terminated by reason of Death, the
Date of Termination shall be the date of death of the Executive; (iii) if the
Executive's employment


                                      -4-
<PAGE>


is terminated by reason of Voluntary Termination, the Date of Termination shall
be thirty (30) days from the date of the Notice of Termination. In addition, the
Executive shall be deemed to have terminated his employment by Voluntary
Termination if the Executive voluntarily refuses to provide substantially all
the services described in Section 4 hereof for a period greater than four (4)
consecutive weeks; In such event, the Date of Termination shall be the day after
the last day of such four-week period; (iv) if the Company intends to treat the
termination as a Termination With Cause based upon the grounds described in
clauses 10 (c) (i) and (ii), then Termination shall be effective upon Notice as
defined in this Agreement; (v) if the Company intends to treat the termination
as a Termination With Cause based upon the grounds described in clauses 10 (c)
(iii) and (iv) of this Agreement, the Company shall provide the Executive
written notice of such grounds for termination and the Executive shall have a
period of thirty (30) days to cure such cause to the reasonable satisfaction of
the Chairman of the Board, failing which employment shall be deemed terminated
at the end of such thirty (30) day period; and (vi) if the Executive's
employment is terminated by reason of Voluntary Termination for Good Reason, the
date of termination shall be thirty (30) days after the date of the Notice of
Termination if the cause is not cured.

         10. DEFINITIONS. For the purposes of this Agreement, the following
terms shall have the following definitions:

              (a) "DISABILITY" means a complete physical or mental inability,
confirmed by three (3) independent licensed physicians, to perform substantially
all of the services described in Section 3 hereof that continues for a period of
one hundred twenty (120) consecutive days.

              (b) "VOLUNTARY TERMINATION" means the Executive's voluntary
termination of his employment, other than a Voluntary Termination for Good
Reason, hereunder for any reason. For purposes of this Section 10, voluntary
refusal to perform services shall not include taking a vacation in accordance
with Section 6(a) hereof, the Executive's failure to perform services on account
of his illness or the illness of a member of his immediate family, provided such
illness is adequately substantiated at the reasonable request of the Company, or
any other absence from service with the written consent of the Board of
Directors.


                                      -5-
<PAGE>


              (c) "TERMINATION WITH CAUSE" means the termination of the
Executive's employment by act of the Company's Board of Directors for any of the
following reasons:

                   (i) the Executive's conviction of a crime involving some act
              of dishonesty or moral turpitude (specifically excepting simple
              misdemeanors not involving acts of dishonesty and all traffic
              violations);

                   (ii) the Executive's theft, embezzlement, misappropriation of
              or intentional and malicious infliction of damage to the Company's
              property or business opportunity;

                   (iii) the Executive's abuse of alcohol, drugs or other
              substances as determined by an independent medical physician; or

                   (iv) the Executive engages in gross dereliction of duties,
              repeated refusal to perform assigned duties consistent with his
              position or repeated violation of the Company's written policies
              after written warning.

              (d) VOLUNTARY TERMINATION FOR "GOOD REASON" means the Executive's
termination of his employment hereunder following an intentional breach by the
Company of any material provision of this Agreement if such breach continues for
a period of thirty (30) days after the board of trustees of the Company receives
written notice of such breach. For purposes of this Agreement, such breaches
include, but are not limited to, the following:

                   (i) a material modification by the Company, and/or its
              affiliates, of the Executive's duties, functions and
              responsibilities as in effect immediately before such modification
              without the Executive's written consent;

                   (ii) the failure of the Company, and/or its affiliates, to
              permit the Executive to exercise such responsibilities as are
              consistent with the Executive's position and are of such a nature
              as are usually associated with such offices or


                                      -6-
<PAGE>

              positions of a company engaged in the same business as the
              Company for which the Executive performs services;

                   (iii) a requirement by the Company, and/or its affiliates,
              that the Executive relocate his employment more than fifty (50)
              miles from Palm Beach County, Florida, without the Executive's
              written consent; or

                   (iv) a reduction in the Executive's Base Salary.

         11. COMPENSATION UPON TERMINATION-OBLIGATIONS OF THE COMPANY UPON
             TERMINATION.

         (a) If the Executive shall suffer a death, termination hereunder based
upon Executive's Disability or Voluntary Termination for Good Reason, as defined
under Section 10, then the Company shall pay the Executive cash compensation in
a lump sum equal to (a) the Executive's then current annual Base Salary, (b)
plus the average of the bonus paid to the Executive for the previous year and
the annualized bonus accrual for the Executive for the then-current year, (c)
multiplied by three (3), (d) minus all disability proceeds received by the
Executive under any disability insurance policies paid for by the Company. The
Company shall also be responsible for the following:

                   (i) the Executive's full Base Salary up to the Date of
              Termination at the rate in effect on the Date of Termination;

                   (ii) any stock option rights possessed by the Executive;

                   (iii) the product of the Annual Bonus paid to the Executive
              for the last full fiscal year and a fraction, the numerator of
              which is the number of days in the current fiscal year through the
              Date of Termination, and the denominator of which is 365;

                   (iv) any compensation previously deferred by the Executive
              (together with any accrued interest thereon) and not yet paid by
              the Company and any

                                      -7-
<PAGE>


              accrued vacation pay not yet paid by the Company; and

                   (v) any other amounts or benefits owing to, or accrued or
              vested for the account of, the Executive under the then-applicable
              employee benefit plans or policy of the Company. All such accrued
              obligations shall be paid to the Executive in a lump sum, in cash,
              within ninety (90) days of the Date of Termination. Anything in
              this Agreement to the contrary notwithstanding, the Executive's
              family shall be entitled to receive benefits at least equal to the
              benefits provided by the Company, under such plans, programs and
              policies relating to family death benefits, if any, in accordance
              with the most favorable policies of the Company.

         (b) if the Executive shall suffer a Termination With Cause or a
Voluntary Termination, then the Executive shall not be entitled to any
compensation after the effective date of such Termination With Cause or
Voluntary Termination (except compensation accrued but unpaid as of such
effective date, including any vested or accrued options, shares or similar
grants by the Company).

         12. CHANGE IN CONTROL. In the event of a Change in Control, as defined
below, either the Executive or the Company, shall have the option to terminate
Executive's employment.

              (a) NOTICE. Written notice that a "Change in Control" has occurred
must be delivered by the Company within ten (10) days after such "Change in
Control" occurs. Proper notice to effectuate a termination upon Change in
Control shall be effective the date either the Executive or the Company receives
written notice which (i) indicates that this Employment Agreement is being
terminated on the basis of Change in Control, and, (ii) sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for such
termination.

              (b) DEFINITIONS - CHANGE IN CONTROL.

                   (1) ACQUIRING PERSON means that a Person, considered alone or
together with all Control Affiliates and


                                      -8-
<PAGE>

Associates of that Person, is or becomes directly or indirectly the beneficial
owner of securities representing at least thirty (30) percent of the Companies'
then outstanding securities entitled to vote generally in the election of the
Board.

                   (2) AFFILIATE means any "subsidiary" or "parent" corporation
(within the meaning of Section 424 of the Code) of the Companies.

                   (3) BOARD means the Board of Directors of the Companies.

                   (4) CONTROL AFFILIATE, with respect to any Person, means an
Affiliate as defined in Rule 12B-2 of the General Rules and Regulations under
the Exchange Act, as amended as of January 1, 1990.

                   (5) EXCHANGE ACT means the Securities Exchange Act of 1934,
as amended and as in effect from time to time.

                   (6) PERSON means any human being, firm, corporation,
partnership, or other entity. Person also includes any human being, firm,
corporation, partnership , or other entity as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act, as amended as of January 1, 1990. The term Person
does not include the Companies or any related entity within the meaning of Code
Section 1563(a), 414(b) or 414(c), and the term Person does not include any
employee-benefit plan maintained by the Companies or by any Related Entity, and
any Person or entity organized, appointed, or established by the Companies or by
any subsidiary for or pursuant to the terms of any such employee-benefit plan,
unless the Board determines that such an employee-benefit plan, or such Person
or entity is a Person.

                   (7) "CHANGE IN CONTROL". For purposes of this Agreement, a
"Change in Control" shall mean any of the following events:

                   (i) In the event a Person is or becomes an Acquiring Person;

                   (ii) In the event a Person enters into an agreement that
              would result in that Person's becoming an Acquiring Person;


                                      -9-
<PAGE>


                   (iii) In the event that the Company enters into any agreement
              with a Person that involves the transfer of at least fifty (50)
              percent of the Company's total assets on a consolidated basis, as
              reported in the Company's consolidated financial statements filed
              with the Securities and Exchange Commission;

                   (iv) In the event that the Company enters into an agreement
              to merge or consolidate the Company or to effect a statutory share
              exchange with another Person, regardless of whether the Company is
              intended to be the surviving or resulting entity after the merger,
              consolidation, or statutory share exchange;

                   (v) In the event the individuals who, as of the date of this
              Agreement, are members of the Board, cease for any reason to
              constitute a majority of the members of the Board;

                   (vi) A complete liquidation or dissolution of the Company;
              or,

                   (vii) Notwithstanding the foregoing, a Change in Control
              shall not be deemed to control solely because any Person acquired
              Beneficial Ownership as defined in the Exchange Act of more than
              the permitted amount of the then outstanding securities as a
              result of the acquisition of securities by the Company which by
              reducing the number of securities then outstanding, increases the
              proportional number of shares Beneficially Owned by the subject
              Person(s), provided that if a Change in Control would occur as a
              result of the acquisition of securities by the Company, and after
              such share acquisition by the Company, the Person becomes the
              Beneficial Owner of any additional securities which increases the
              percentage of the then outstanding securities Beneficially Owned
              by the subject Person, then a Change in Control shall occur.

              (c) COMPENSATION UPON TERMINATION BASED UPON CHANGE IN CONTROL -
PAYMENT OF EXCISE TAXES. If a termination occurs upon


                                      -10-
<PAGE>

a Change in Control as defined above, then the Company shall pay the Executive
those same amounts at the same time as indicated in Section 11 (i) - (v) (a
"Termination Payment"). In addition, if the excise tax on "excess parachute
payments," as defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), will be imposed on the Executive under Code Section 4999
as a result of the Executive's receipt of the Termination Payment or any other
payment, benefit, or compensation (without regard to the "Additional Amount"
described below) which the Executive receives or has the right to receive from
the Company or any of its affiliates (the "Change of Control Benefits"), the
Company shall indemnify the Executive and hold him harmless against all claims,
losses, damages, penalties, expenses, and excise taxes. To effect this
indemnification, the Company shall pay to the Executive the "Additional Amount"
described in this Section 12(c). The Additional Amount shall be the amount that
is sufficient to indemnify and hold the Executive harmless from the application
of Code Section 280G and 4999 of the Code, including the amount of (i) the
excise tax that will be imposed on the Executive under Section 4999 of the Code
with respect to the Change of Control Benefits; (ii) the additional (A) excise
tax under Section 4999 of the Code, (B) hospital insurance tax under Section
3111(b) of the Code, and (C) federal, state and local income taxes for which the
Executive is or will be liable on account of the payment of the amount described
in item (i); and (iii) the further excise, hospital insurance and income taxes
for which the Executive is or will be liable on account of the payment of the
amount described in item (ii) and this item (iii) and any other indemnification
payment under this Section 12(c). The Additional Amount shall be calculated and
paid to the Executive at the time that the Termination Payment is paid to the
Executive. In calculating the Additional Amount, the highest marginal rates of
federal and applicable state and local income taxes applicable to individuals
and in effect for the year in which the Change of Control occurs shall be used.
Nothing in this Section 12(c) shall give the Executive the right to receive
indemnification from the Company or its affiliates for federal, state or local
income taxes or hospital insurance taxes payable solely as a result of the
Executive's receipt of (a) the Termination Payment or (b) any additional
payment, benefit or compensation OTHER THAN additional compensation in the form
of the excise tax payment specified in item (i) above. As specified in items
(ii) and (iii) above, all income, hospital insurance and additional excise taxes
resulting from additional compensation in the form of the excise tax payment
specified in item (i) above shall be paid to the Executive.


                                      -11-
<PAGE>

              The provisions of this Section 12(c) are illustrated by the
following example:

              Assume that the Termination Payment and all other Change of
Control Benefits result in a total federal, state and local income tax and
hospital insurance tax liability of $180,000; and an excise tax liability under
Code Section 4999 of $70,000. Under such circumstances, the Executive is solely
responsible for the $180,000 income and hospital insurance tax liability; and
the Company must pay to the Executive $70,000, plus an amount necessary to
indemnify the Executive for all federal, state and local income taxes, hospital
insurance taxes, and excise taxes that will result from the $70,000 payment to
the Executive and from all further indemnification to the Executive of taxes
attributable to the initial $70,000 payment.

         13. CONFIDENTIAL INFORMATION. The executive recognizes that the
Company's business interests require a confidential relationship between the
Company and the Executive and the fullest practical protection and confidential
treatment of their trade secrets, operating manuals, marketing techniques,
designs, concepts, franchise operation and system management programs, customer
lists, innovations and improvements (collectively, "Information") that will be
conceived or learned by him in the course of his employment with the Company.
Accordingly, the Executive agrees, both during and after termination of his
employment, to keep secret and to treat confidentially all of the Company's
Information and not to use or aid others in using any such Information in
competition with the Company. The obligation set forth in this Paragraph 13
shall exist during the Executive's employment and shall continue after the
termination of the Executive's employment for so long as any of the Company's
Information retains any confidentiality.

         14. NOTICES. All notices or deliveries authorized or required pursuant
to this Agreement shall be deemed to have been given when in writing and
personally delivered or three (3) days following the date when deposited in the
U.S. mail, certified, return receipt requested, postage prepaid, addressed to
the parties at the following addresses or to such other addresses as either may
designate in writing to the other party:

                   To the Company:     INNKEEPERS USA TRUST
                                       Attn: Mr. Jeffrey H. Fisher
                                       306 Royal Poinciana Way
                                       Palm Beach, FL 33487

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<PAGE>

                   To the Executive:   GREGORY M. FAY
                                       15546 Whispering Willow Drive
                                       Wellington, FL 33414


         15. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and shall
not be modified in any manner except by instrument in writing signed, by or on
behalf of, the parties hereto. This Agreement shall be binding upon and inure to
the benefit of the heirs, successors and assigns of the parties hereto.

         16. ARBITRATION. Any claim or controversy arising out of, or relating
to, this Agreement or its breach, shall be settled by arbitration in Palm Beach
County, Florida in accordance with the governing rules of the American
Arbitration Association. Judgment upon the award rendered may be entered in any
court of competent jurisdiction. In the event one of the parties hereto requests
an arbitration proceeding under this Agreement, such proceeding shall commence
within 30 days from the date of such request. The prevailing party shall be
entitled to reasonable attorney's fees and costs.

         17. APPLICABLE LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.

                  18. NO SETOFF. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by a setoff, counterclaim, recoupment, defense
or other claim, right or action which the Company may have against the Executive
or others. In no event shall the Executive be obligated to seek other employment
or take other action by way of mitigation of the amounts payable to the
Executive under the provisions of this Agreement.

         19. ASSIGNMENT. The Executive acknowledges that his services are unique
and personal. Accordingly, the Executive may not assign his rights or delegate
his duties or obligations under this Agreement. The Executive's rights and
obligations under this Agreement shall insure to the benefit of and shall be
binding upon the Executive's successors and assigns.


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<PAGE>

         20. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
_____ day of April, 1998.

                                 THE COMPANY:

                                 INNKEEPERS USA TRUST, a Maryland
                                 real estate investment trust

                                 By:
                                    --------------------------------
                                    Jeffrey H. Fisher
                                    Title: Chairman of the Board, Chief
                                           Executive Officer and President


                                 EXECUTIVE:

                                 By:
                                    ---------------------------------
                                    Gregory M. Fay


                                      -14-
<PAGE>


                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of November 13, 2000,
between INNKEEPERS USA TRUST, a Maryland real estate investment trust
("Company"), and GREGORY M. FAY ("Executive"), recites and provides as follows:

         WHEREAS, the Company and Executive entered into an Employment Agreement
effective February 1, 1997 ("Employment Agreement"); and

         WHEREAS, the parties have agreed to amend the Employment Agreement to
provide for an increased Base Salary and extend the term.

         NOW, THEREFORE, in consideration of the premises and mutual obligations
set forth herein and in the Employment Agreement, the parties hereto hereby
agree as follows:

         1. The first sentence of Section 3 of the Employment Agreement shall be
deleted and replaced in its entirety with the following:

                  "The term of the Executive's employment hereunder (the "Term")
                  shall expire on January 2, 2004, unless terminated earlier as
                  provided herein."

         2. Section 5(a) of the Employment Agreement is hereby amended to
provide for an annual Base Salary in 2001 of $196,690, subject to increase in
each subsequent year of the Term as set forth in Section 5(a).

         3. Section 6(a) of the Employment Agreement is hereby amended to delete
the second sentence thereof in its entirety and replace it with the following:

                  "The time allotted for such vacation shall be an aggregate of
                  four (4) weeks."

         4. The terms and provisions of the Employment Agreement shall not be
deemed to have been changed except as expressly modified hereby, and as so
modified the Employment Agreement shall remain in full force and effect.

         5. Capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Employment Agreement.

         IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement as of the 13th day of November, 2000.


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<PAGE>

                            THE COMPANY:

                            INNKEEPERS USA TRUST, a Maryland real estate
                            investment trust


                            By:
                                  ------------------------
                                  Jeffrey H. Fisher
                             Its: Chairman of the Board, Chief Executive Officer
                                  and President

                            EXECUTIVE:


                            -----------------------------
                            GREGORY M. FAY

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<PAGE>


                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of October 9, 1998,
between INNKEEPERS USA TRUST, a Maryland real estate investment trust
("Company"), and GREGORY M. FAY ("Executive"), recites and provides as follows:

         WHEREAS, the Company and Executive entered into an Employment Agreement
effective August 14, 1997 ("Employment Agreement"); and

         WHEREAS, the parties have agreed to amend the Employment Agreement to
provide for an increased Base Salary and revised Annual Bonus formula.

         NOW, THEREFORE, in consideration of the premises and mutual obligations
set forth herein and in the Employment Agreement, the parties hereto hereby
agree as follows:

         1. Section 5(a) of the Employment Agreement is hereby amended to
provide for an annual Base Salary in 1999 of $150,000.00, subject to increase in
each subsequent year of the Term as set forth in Section 5(a).

         2. Section 5(b) is hereby deleted in its entirety and replaced with the
following:

         "(b) ANNUAL BONUS. In addition to the annual Base Salary in Section
5(a) above, the Executive shall be eligible for a cash bonus each year, payable
on or before April 1 of the following year, determined as follows:

                  (i) The Executive shall be entitled to receive a cash bonus
         equal to $25,000 if the Company achieves funds from operations ("FFO")
         per share for the year equal to ninety-five percent (95%) of the FFO
         per share budget for the year, as estimated by the Company and set
         forth in the budget presented to the Board of Trustees at the first
         Board meeting of the year;

                  (ii) The Executive shall be entitled to receive an additional
         cash bonus equal to $25,000 if the Company achieves FFO per share for
         the year equal to one-hundred percent (100%) of the FFO per share
         budget for the year, as estimated by the Company and set forth in the
         budget presented to the Board of Trustees at the first Board meeting of
         the year;

                  (iii) The Executive shall be entitled to receive a cash bonus
         equal to $25,000 if the Company achieves FFO per share for the year
         equal to one hundred five percent (105%) of the FFO per share budget
         for the year, as estimated by the Company and set forth in the budget
         presented to the Board of Trustees at the first Board meeting of the
         year; and


                                      -17-
<PAGE>

                  (iv) The Executive shall be entitled to receive an additional
         cash bonus of up to $25,000 if and to the extent approved by the
         Compensation Committee of the Board."

         3. The terms and provisions of the Employment Agreement shall not be
deemed to have been changed except as expressly modified hereby, and as so
modified the Employment Agreement shall remain in full force and effect.

         4. Capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Employment Agreement.

         IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement as of the _____ day of November, 1998.

                    THE COMPANY:

                    INNKEEPERS USA TRUST, a Maryland real estate
                    investment trust


                    By:
                           -----------------------------------
                           Jeffrey H. Fisher

                     Its:  Chairman of the Board, Chief Executive Officer and
                           President

                    EXECUTIVE:


                    -----------------------------
                    GREGORY M. FAY


                                      -18-
</TEXT>
</DOCUMENT>
