Asset Purchase Agreement

Hotel Asset Purchase Agreement

by Equity Inns
November 24th, 1997





                                                                    EXHIBIT 10.1
                         HOTEL ASSET PURCHASE AGREEMENT


THIS  AGREEMENT  is made and  entered  into the  12th day of July  1997,  by and
between Hudson Hotels Corporation,  a New York corporation ("Hudson") and Hudson
Hotels Properties Corp. ("Hudson Properties"), both with its principal office at
One Airport Way, Suite 200, Rochester, New York 14624, individually and as agent
for a New York  corporation  to be formed with offices at One Airport Way, Suite
200, Rochester, New York 14624 ("Buyer"),  and Equity Inns Partnership,  L.P., a
Tennessee  limited  partnership,  with its principal  office at 4735 Spottswood,
Suite 102, Memphis, Tennessee 36117 ("Seller").

                                    RECITAL:

Seller  desires to sell and Buyer  desires to purchase  certain  properties  and
assets of Seller  consisting  of nine (9) hotel  properties  operated as Hampton
Inns under franchises from Promus,  as identified on Schedule A attached hereto,
under the terms and conditions set forth below.  Buyer will be upon formation an
indirect  wholly-owned  subsidiary of Hudson. Hudson and Hudson Properties shall
each be liable  jointly and severally as guarantors  of the  obligations  of the
Buyer under this Agreement.

NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual covenants
and agreements hereinafter contained, the parties hereto agree as follows:

                              TERMS AND CONDITIONS:

1.       Assets Subject to Sale and Purchase.

Buyer  agrees to  purchase  and Seller  agrees to sell the  following  assets of
Seller:

         1.1.     The nine parcels of real property more particularly  described
                  on Schedule A attached hereto,  together with all building and
                  improvements  thereon but excluding the sanitary sewer project
                  condemnation   affecting   the  hotel   property   located  at
                  Greensboro,  North  Carolina,  all the awards or  proceeds  of
                  which of whatever  character  shall be divided equally between
                  Buyer and Seller  (each a "hotel  property"  and  together the
                  "Premises");

         1.2.     All of Seller's  interest in the tangible  personal  property,
                  and items of furnishings,  fixtures,  and equipment,  owned by
                  Seller with  respect to the several  hotel  businesses  on the
                  Premises (collectively the "Personal Property");

         1.3.     All  of  Seller's  rights  in  those  licenses,   permits  and
                  certificates  of occupancy  held by Seller in connection  with
                  the ownership of each hotel  property,  but only to the extent
                  the  same  are  legally  assignable  to  Buyer  (the  "Owner's
                  Permits");

         1.4      All  of  Seller's  interest  in  any  and  all  architectural,
                  engineering  and other plans  prepared in connection  with the
                  construction of the building and  improvements on the Premises
                  and acquired by Seller in its purchase thereof; and

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         1.5.     All  of  Seller's   interest  in  assignable   warranties  and
                  guarantees pertaining to the several hotel properties.

Buyer  acknowledges  that  Crossroads  Future  Company,  L.L.C.  (the  "Seller's
Tenant")  owns all supplies and  inventory  used in the operation of the several
hotel businesses on the Premises,  and Seller's Tenant and the managing agent of
the  Seller's  Tenant  operate  and manage the hotel  properties  located on the
Premises,  and that  the  Seller  does not  participate  in such  operation  and
management  and does not own inventory and supplies or the Contracts  related to
the operation and  management of the hotel  properties  located on the Premises.
Seller shall cause  Seller's  Tenant to transfer to Buyer the  following  assets
without any consideration:

         1.6      All of  Seller's  Tenant's  rights  and  obligations  in those
                  contracts,  leases,  and service  agreements to which Seller's
                  Tenant is a party and which  relate to the  operation  of each
                  hotel property, and which are described in Schedule B attached
                  hereto, together with any other contracts,  leases and service
                  agreements  that the Seller or Seller's  Tenant give the Buyer
                  written notice of prior to the  expiration of the  Feasibility
                  Period, as defined herein (the "Contracts");

         1.7.     All of  Seller's  Tenant's  interest  in soft  goods and other
                  inventory,  and supplies  used in the operation of the several
                  hotel  businesses  on the Premises  located on the Premises at
                  Closing (the "Inventory");

         1.8      All of Seller's Tenant's rights in those licenses, permits and
                  certificates   of  occupancy   held  by  Seller's   Tenant  in
                  connection with the operation of each hotel property, but only
                  to the extent the same are  legally  assignable  to Buyer (the
                  "Operator's Permits")

         1.9.     All intangible property,  guest ledgers,  customer and mailing
                  lists,  brochures,  and  telephone  numbers used in connection
                  with the operation of the several hotel properties; and

         1.10     All books and records relating to the operation and management
                  of  the  several  hotel   properties   in  Seller's   Tenant's
                  possession and control.

All the real property and assets listed above shall be collectively  referred to
herein as the "Purchased Assets."

2.  Purchase  Price,   Deposit,   and  Payment.  The  Purchase  Price  shall  be
$47,250,000.


         2.       2.1.  The Purchase  Price shall be allocated  for tax purposes
                  only among the  several  hotel  properties,  and  between  the
                  Premises  and  Personal   Property   relating  to  each  hotel
                  property,  as  Seller  and  Buyer  shall  agree  prior  to the
                  expiration  of  the   "Feasibility   Period"  (as  hereinafter
                  defined).

         2.2.     The Purchase Price shall be payable as follows:

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         2.2.1.   Buyer shall make a deposit in the amount of $225,000 (together
                  with any interest earned thereon the "Deposit"), to be
                  delivered in cash, certified check or bank draft to the
                  national business unit of Chicago Title Insurance Company,
                  1129 20th Street, N.W., Suite 300, Washington, D.C. 20036
                  (Telephone Number:  202-466-2266) (Attention:  Douglas J.
                  Mathis, Esquire) ("Escrow Agent") within three (3) business
                  days of the Contract Date by Buyer and to be held by Escrow
                  Agent in accordance with this Agreement.

         2.2.2.   At closing, Buyer shall cause Hudson Properties to deliver its
                  Promissory Note to Seller in the amount of $5,000,000,
                  increased or decreased, as the case may be, by the Prorations
                  set out in Section 3 and the Adjustments set out in Section 4,
                  in substantially the form attached hereto as Exhibit I.
                  Payment of amounts outstanding under the Note shall be secured
                  by the grant of a security interest in 2,000,000 newly-issued
                  shares of Hudson common stock which shares shall be held in
                  escrow pursuant to a Pledge Agreement (the "Pledge Agreement")
                  in the form and substance to be agreed to by Seller and Buyer
                  prior to the expiration of the Feasibility Period.  Payment of
                  the Note shall be guaranteed by Hudson under a guaranty
                  agreement in form and substance acceptable to Seller executed
                  and delivered at Closing.  The guarantee and payment of
                  amounts outstanding under the Note shall be subordinate to
                  senior debt of Hudson and Hudson Properties not to exceed
                  $30,000,000.

         2.2.3.   Buyer shall pay to Seller the balance of the Puchase  Price by
                  wire transfer of  immediately  available  funds on the Closing
                  Date.

         2.3.     Escrow Agent shall hold the Deposit in an interest-bearing
                  account.  In the event of a termination of this Agreement
                  pursuant to Sections 22.1-22.5, (unless the Buyer, Hudson
                  Properties or Hudson is in default under this Agreement or has
                  made a material misrepresentation or failed to obtain a
                  consent or satisfy a condition or contingency solely within
                  the control of Hudson, Hudson Properties or Buyer) the Escrow
                  Agent shall release the Deposit to Buyer, and Seller shall
                  have no further liability hereunder.  In the event of Buyer's,
                  Hudson Properties' or Hudson's default hereunder, the Escrow
                  Agent shall release the Deposit to Seller, and Buyer's
                  liability hereunder shall be limited to said Deposit, which
                  shall be deemed liquidated damages to Seller and Seller's sole
                  remedy for the loss of its bargain (provided such limitation
                  shall not be applicable to a default by Buyer, Hudson or
                  Hudson Properties of any covenants other than the obligation
                  to purchase the Premises, for which such other defaults the
                  Seller retains all of its rights and remedies at law and in
                  equity).  Any interest earned on the Deposit prior to Closing
                  shall be payable to Buyer, unless Buyer, Hudson or Hudson
                  Properties defaults hereunder, in which case it shall be the
                  property of Seller as additional liquidated damages.

         2.4.     Seller will pay all existing  assessments and  installments of
                  assessments for local  improvements  due and payable as of the
                  Closing  Date.  Seller  has no  knowledge  of  any  additional
                  assessment  not appearing on the current tax roll or of record
                  title.

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3.       Prorations.  The  following  accounts  shall be  prorated as of Closing
         between Seller, Seller's Tenant and Buyer:

         3.1.     Real estate taxes and assessments and personal  property taxes
                  for the current fiscal year.

         3.2.     Utility and telephone charges, water and sewer charges and
                  rents.

         3.3.     All current rents and amounts  payable under leases,  service,
                  supply,  operating and maintenance  contracts  assigned to and
                  assumed by Buyer,  as set forth  herein,  to the  extent  same
                  shall cover periods prior to Closing.

         3.4.     Current  rents,  revenues  and  other  payments  due under any
                  office, shop, lounge and store leases, or under any license or
                  concession  agreement assigned to and assumed by Buyer, as set
                  forth herein.

         3.5.     Amounts paid or payable as fees for permits and licenses which
                  are  assigned and  assignable  hereunder by Seller or Seller's
                  Tenant to Buyer.

         3.6.     Prepaid advertising fees and charges, and other prepaid
                  expenses.

4. Adjustments. The following adjustments and purchases or credits shall be made
at Closing:

         4.1.     Buyer shall purchase from Seller's Tenant, accounts receivable
                  of  registered  guests  who  have  not  checked  out  and  are
                  occupying rooms on the evening  preceding  Closing (the "Guest
                  Tray Ledger"). All other accounts receivable originating prior
                  to Closing shall belong to and be the responsibility of Seller
                  or Seller's Tenant.  Buyer shall have no obligation to collect
                  any such accounts receivable,  but in the event Buyer collects
                  same, it shall remit such amount collected to Seller's Tenant.

         4.2.     Seller  shall  cause  Seller's  Tenant  to  transfer   advance
                  deposits on future room bookings to Buyer at Closing.

         4.3.      Room revenue from rooms occupied on the evening preceding the
                   Closing will be divided equally  between  Seller's Tenant and
                   Buyer.

         4.4.     Cash on hand in the front desk bank at the each  property will
                  be credited to Seller's Tenant.

         4.5      To the extent that the  Inventory  fails to meet the standards
                  set forth in Section 17.14, Seller's Tenant shall pay to Buyer
                  the value of the deficiency.  To the extent that the Inventory
                  exceeds those  standards,  Buyer shall pay to Seller's  Tenant
                  the value of such excess.  Buyer shall have a period of thirty
                  (30) days following Closing to verify the Inventory.

5.       Contingencies.

The  consummation  of the  transactions  contemplated by this Agreement shall be
contingent   upon  the   satisfaction   of  the  following   conditions   (which
contingencies  shall be deemed  waived  unless this  Agreement is  terminated by
written notice by the terminating party to the other party prior to the

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expiration of the Feasibility Period), in addition to the conditions set forth
elsewhere in this Agreement:

         5.1.     That  Buyer  shall  have  received  a written  commitment  for
                  financing  of  this  purchase  in  the  form  and  upon  terms
                  satisfactory  to Buyer in its  sole and  absolute  discretion.
                  This contingency shall be deemed to be satisfied upon delivery
                  of the evidence called for in Section 6.11.

         5.2.     That Buyer shall not have exercised its right to terminate the
                  contract during the Feasibility  Period, as defined in Section
                  6.

         5.3.     The respective  Boards of Directors of Seller, of Buyer and of
                  Hudson shall have approved this transaction.

6.       Feasibility Period.


         6.1.     Buyer shall have a period ending September   28, 1997 (the
                  "Feasibility Period") to review the Inspection Items and to
                  otherwise complete its due diligence investigation and
                  inspection of the Premises.  Buyer shall have the right to
                  terminate this Agreement at any time prior to the expiration
                  of the Feasibility Period, by written notice to Seller and
                  Escrow Agent (the "Termination Notice"), if Buyer is
                  dissatisfied with any aspect of the Purchased Assets in
                  Buyer's sole discretion.  If Buyer shall terminate this
                  Agreement pursuant to this Section 6.1 on or before the last
                  day of the Feasibility Period, then Buyer shall be entitled to
                  a refund of the Deposit and all accrued interest thereon.  If
                  Buyer shall not have provided notice of termination of this
                  Agreement pursuant to this Section 6.1 during the Feasibility
                  Period, then from and after the Feasibility Period Buyer shall
                  be deemed to have waived its right to terminate this Agreement
                  as permitted under this Section 6.1 and Section 5 and to
                  accept the Premises in their present condition.


         6.2      The term "Inspection Items" shall mean copies of the following
                  documents  (to the extent in the  possession or control of the
                  Seller or Seller's Tenant):

                  (a)      any   title    policies,    environmental    reports,
                           engineering studies, the PIP's referred to in Section
                           6.5 below,  and surveys of or with  respect to any of
                           the Premises;
                  (b)      the Contracts;
                  (c)      financial statements (the "Financial Statements") for
                           each hotel  property  prepared  and  certified by the
                           owner  thereof  (including  balance  sheets,   income
                           statements  and  statements  of changes in  financial
                           condition)  for calendar  years 1995 and 1996 and for
                           the  first  and  second  calendar  quarters  of 1997,
                           together with an itemized breakdown of room sales per
                           month, occupancy and ADR for such periods;
                  (d)      the  existing  audited   financial   statements  (the
                           "Audited  Financials") for the properties in Seller's
                           possession or control, if any;
                  (e)      any guest registration records (which shall be
                           available at the property),

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                           operating licenses and permits, certificates of
                           occupancy, municipal approvals and other governmental
                           permits;
                  (f)      any  books  and  records  of  the  operations  of the
                           Premises  necessary  to confirm  the  accuracy of the
                           Financial Statements and the Audited Financials;
                  (g)      The leases  currently  in force with  respect to each
                           hotel   property;    and   (h)   All   architectural,
                           engineering  and other  plans  relating  to any hotel
                           property.

         6.3      Buyer  shall be  responsible  at its  expense  to  obtain  new
                  Franchise  Agreements  in  connection  with  the  sale  of the
                  Purchased  Assets of Buyer.  Seller  agrees,  at no expense to
                  itself,  to assist Buyer in obtaining  Promus  Hotels,  Inc.'s
                  cooperation  in this regard.  The franchise  application  fees
                  which are required to be paid by franchisor in connection with
                  obtaining  new  Franchise  Agreements or the sale of Purchased
                  Assets shall be paid by Buyer to franchisor at or prior to the
                  Closing.

         6.4      The Seller agrees to bring all hotel properties located on the
                  Premises up to Hampton Inn  standards set forth in the Product
                  Improvement  Plan  ("PIP")  issued by Promus  Hotels,  Inc. in
                  connection with the June,  1997  acquisition by Seller of such
                  hotel properties,  provided, however, that Seller shall not be
                  required  to  spend  more  than  an  aggregate  of  $4,475,600
                  therefor (which amount includes  amounts  expended by Seller's
                  seller  and  reimbursed  by Seller on the  properties  for the
                  June, 1997 PIP). Unless Buyer has, on or before the expiration
                  of the Feasibility Period,  terminated this Agreement,  Buyer,
                  at the expense of Hudson and the Buyer,  shall comply with the
                  requirements  of any PIP required by Promus Hotels,  Inc. with
                  respect  to  the  purchase  of the  Buyer  of  the  hotel  and
                  performing  any work with  respect  to the  June,  1997 PIP in
                  excess  of the work done by Seller  for the  aggregate  sum of
                  $4,475,600 as set forth above.

         6.5      The franchise  application  fees which are required to be paid
                  by  franchisor  in  connection  with  obtaining  new Franchise
                  Agreements  or the sale of  Purchased  Assets shall be paid by
                  Buyer to franchisor at or prior to the Closing.

         6.6      Seller  and  Buyer  shall   cooperate  and  take  all  actions
                  necessary, in a diligent and expeditious manner, to effectuate
                  the  inspections  and reviews  contemplated  by this Section 6
                  during the Feasibility Period. Subject to prior written notice
                  to  the  Seller's   Tenant  and  the   reasonable   rules  and
                  regulations   of  the   Seller's   Tenant,   Buyer   and   its
                  representatives  and agents  shall be provided  with access to
                  the Premises at all reasonable  times, in order to inspect the
                  Premises,  including  but not limited to,  taking soil samples
                  and  test  borings  and  conducting   environmental   studies,
                  engineering  studies  and other such  inspections  and reviews
                  reasonably  necessary to determine the condition and financial
                  status of the Purchased Assets.

         6.7      Buyer,  Hudson  Properties and Hudson  covenant and agree that
                  the  Premises  shall not be damaged or  impaired in any way as
                  the  result  of its  activities  on the  Premises  during  the
                  Feasibility  Period,  and hereby  agrees to indemnify and hold
                  Seller and  Seller's  Tenant  harmless  from and  against  any
                  claims,  causes  of  action,   damages,   expenses  (including
                  attorneys'  fees) or liabilities  of whatsoever  nature to the
                  extent  incident to,  resulting from or in any way arising out
                  of the presence in, on or about

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                  the Premises of Buyer,  or Buyer's agents or  representatives,
                  or out of any test or inspection conducted by or any other act
                  or omission of Buyer on the  Premises.  Such  indemnity  shall
                  survive the Closing or any  termination  of this Agreement and
                  shall not be limited to the Deposit.

         6.8      Buyer shall make all  inspections  provided for herein in good
                  faith and with due diligence.  All inspection fees,  appraisal
                  fees,   engineering  fees  and  other  expenses  of  any  kind
                  (including,   without   limitation,    expenses   related   to
                  environmental  and  engineering  studies)  incurred  by  Buyer
                  relating  to the  inspection  of the  Premises  will be solely
                  Buyer's and Hudson's expenses and will be paid timely by Buyer
                  and  Hudson,  except  that Buyer and  Hudson  shall not become
                  liable solely by virtue of this sentence for remediation costs
                  relating to Hazardous  Materials (as defined below) discovered
                  by  Buyer or  Hudson  on any  hotel  property.  Seller  hereby
                  reserves the right to have a  representative  of Seller or the
                  Seller's  Tenant  present  at the  time  of  making  any  such
                  inspection.  In making any inspection  hereunder,  Buyer will,
                  and will cause any  representative of Buyer to, use discretion
                  so as to not disrupt the operations of Seller's  Tenant or any
                  guest, tenant or customer of the Premises.  Buyer shall notify
                  Seller's  Tenant not less than one (1) business day in advance
                  of making any such inspection.

         6.9      If Buyer shall validly  terminate  this  Agreement  during the
                  Feasibility  Period  pursuant  to  this  Section  6, or if the
                  Closing shall  otherwise fail to occur,  Buyer shall return to
                  Seller the originals  and all copies of all material  relating
                  to the Premises  furnished to Buyer by Seller pursuant to this
                  Agreement  and shall not make or retain  any  copies  thereof,
                  together with copies of any materials relating to the Premises
                  obtained by Buyer, Hudson or their consultants with respect to
                  the Premises.

         6.10     Buyer shall provide to Seller by August 15, 1997,  evidence of
                  Buyer's  unconditional  ability to finance the  acquisition of
                  the Premises and the payment of the Purchase Price pursuant to
                  Section 2.2 of this Agreement. Seller agrees that for purposes
                  hereof, a comfort letter from Buyer's prospective lender which
                  provides  reasonable  assurances  as to  the  availability  of
                  financing shall constitute such evidence.

         6.11     It is understood  that Buyer's lender will conduct its own due
                  diligence  in   connection   with  the  lending  and  ultimate
                  securitization   of  the  loan.  Seller  agrees  to  cooperate
                  reasonably with Buyer,  Buyer's lender, and its agents, and to
                  cause  Seller's  Tenant  to  so  cooperate,   to  provide  the
                  necessary  access and  information to enable Buyer's lender to
                  complete its due diligence.

         6.12     If this Agreement is terminated pursuant to this Section 6 and
                  the Deposit is disbursed as set forth in this  Section,  then,
                  except as specifically  set forth in this  Agreement,  neither
                  party  shall  have  any  further  obligations  or  liabilities
                  hereunder.

7    Conduct of Business to Closing. Seller covenants,  represents and warrants,
     until the completion of the Closing,  unless otherwise agreed in writing by
     Buyer, that:

         7.1.     Seller  shall cause the  Seller's  Tenant to  continue  normal
                  maintenance and management of each such property and operation
                  and marketing of the hotel business

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                  in the ordinary course of business consistent with prior
                  practice.

         7.2.     Seller and Seller's Tenant shall not engage in any sale or
                  enter into any transaction, contract or commitment, or incur
                  any liability or obligation, other than in the ordinary course
                  of business, which would materially, adversely affect the
                  Purchased Assets and Seller shall not enter into any new
                  contract, lease or agreement regarding any hotel property
                  unless such contract, lease or agreement shall not be binding
                  upon Buyer or shall be terminable upon not more than 30 days'
                  notice.  Neither Seller nor Seller's Tenant shall prepay
                  expenses, whether under a contract or otherwise, except in the
                  ordinary course of business consistent with prior practice;

         7.3.     Seller  shall cause  Seller's  Tenant to carry and continue in
                  force  through the  Closing  Date  current  levels of fire and
                  extended coverage insurance,  as well as theft,  liability and
                  other current insurance coverage,  it being agreed that in the
                  event of a casualty  prior to the Closing Date, the rights and
                  liabilities  of the parties  shall be determined in accordance
                  with Paragraph 11 hereof;

         7.4.     Seller  and  Seller's  Tenant  shall  not  amend,   modify  or
                  terminate any Contract  without Buyer's consent (which consent
                  shall  not be  required  if such  amendment,  modification  or
                  termination   would  not  be  binding  upon  the  Buyer  after
                  Closing), except as provided in Section 15 hereof;

         7.5.     Seller  shall use its best  efforts to  preserve in good order
                  all  papers and  records  in  Seller's  or  Seller's  Tenant's
                  possession relating to the Purchased Assets;

         7.6.     Seller shall cause Seller's  Tenant to repair and maintain the
                  Purchased  Assets in good state of repair  through the Closing
                  Date,  ordinary wear and tear excepted,  and shall not dispose
                  of any or any part of same,  or remove any or any part of same
                  from the Premises;

         7.7.     Seller shall cause Seller's  Tenant to conduct its business in
                  all  respects  so as to be in  compliance  with all  terms and
                  conditions of the Franchise  Agreement  relating to each hotel
                  property.

8.       Closing.

The closing of the transactions  contemplated  herein (the "Closing") shall take
place in Memphis,  Tennessee at the offices of Seller,  on September 30, 1997 at
10:00 AM or such other date and place as the parties hereto shall mutually agree
upon (the "Closing Date"). Time shall be considered to be of the essence of this
Agreement.


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9.       Conditions of Closing.

Closing of the transactions hereunder shall take place provided:

         9.1.     The  contingencies  set forth in Paragraph 5 hereof shall have
                  been  satisfied,  waived or  deemed  to be  waived  due to the
                  failure of this Agreement to be terminated in a timely manner.
         9.2.     All of the  covenants  to be  performed  by  Seller  and Buyer
                  contained  in this  Agreement  will have been  performed on or
                  before Closing.

         9.3.     The  Purchased  Assets  shall  be in  substantially  the  same
                  condition  as of the  date  hereof,  ordinary  wear  and  tear
                  excluded.

         9.4.     Seller  shall have  received no notice of  material  violation
                  with respect to the Premises from any governmental authority.

         9.5.     The  representations  and  warranties  of Seller  and of Buyer
                  contained  herein shall be materially  true and correct on and
                  as of the Closing Date, as though they had been made on and as
                  of the Closing Date.

         9.6.     Seller and  Seller's  Tenant  have  complied  in all  material
                  respects with all  applicable  laws,  rules,  regulations  and
                  ordinances relating to the Purchased Assets.


10.      Closing Obligations of the Parties.

         10.1     At Closing,  Seller shall execute and deliver,  cause Seller's
                  Tenant to execute and deliver, or deliver, as appropriate,  to
                  Buyer the following items:

                  10.1.1       The several Deeds with respect to the Premises;

                  10.1.2       The  several   Bills  of  Sale  to  transfer  the
                               Personal  Property in the form attached hereto as
                               Exhibit III;

                  10.1.3       The several Bills of Sale for Inventory in the
                               form attached hereto as Exhibit IV;

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                  10.1.4       Assignments and Assumptions of Contracts from
                               Seller's Tenant in the form attached hereto as
                               Exhibit V;

                  10.1.5       Assignment of Owner's Permits,  intangible rights
                               and  warranties  and  guarantees  relating to the
                               condition of the several hotel properties;

                  10.1.6       Assignment  of  Operator's  Permits,   intangible
                               property,  guest  ledgers,  customer  and mailing
                               lists, brochures and telephone numbers;

                  10.1.7       Originals, if available, or otherwise copies of
                               Contracts and Permits, which may be delivered at
                               the respective hotel property;

                  10.1.8       Any and all business  records and papers  related
                               to the  ownership  of  each  hotel  property  not
                               previously  provided,  which may be  delivered at
                               the respective hotel property;

                  10.1.9       Any and all architectural,  engineering and other
                               plans prepared for or used in connection with the
                               construction of the building and  improvements on
                               the  Premises in  Seller's  or Seller's  Tenant's
                               possession  or control  which may be delivered at
                               the respective hotel;

                  10.1.10      Certified   copies  of   resolutions   of  Seller
                               authorizing  the execution of this  Agreement and
                               the consummation of the transactions contemplated
                               herein;

                  10.1.11      An opinion of Seller's counsel, dated as of the
                               Closing Date,  stating (a) Seller's corporate
                               existence and good standing are as stated in
                               Section 18.1 hereof; (b) except as may be
                               specified by such counsel, they do not know or
                               have any reasonable grounds to know of any
                               litigation, proceeding, suit, action, controversy
                               or claim existing, pending or threatened against
                               Seller challenging the validity of this
                               Agreement; (c) the instruments executed and
                               delivered to by Seller to Buyer have been duly
                               authorized, executed and delivered (subject only
                               to bankruptcy, creditors rights and general
                               principles of equity);

                  10.1.12      All necessary  releases or payoff letters of lien
                               or  financing  statements,  pursuant to Paragraph
                               13.1 hereof;

                  10.1.13      Tenancy and title affidavit as may be reasonably
                               and customarily required by the title company;

                  10.1.14      Proof of payment of all current taxes due which,
                               if unpaid, would constitute a lien on the
                               Premises;

                  10.1.15      Terminations of all management agreements and the
                               Crossroads lease affecting any hotel property;
                               and

                  10.1.16      Such  other  documents  and  instruments  as  are
                               required by this Agreement to effectuate the sale
                               of property similar to the Purchased Assets.

         10.2 At  Closing,  Buyer  shall  execute  and  deliver  to  Seller  the
following items:

                                       10






                  10.2.1       Certified  copies of resolutions of Buyer's Board
                               of Directors  authorizing  the  execution of this
                               Agreement   and   the    consummation    of   the
                               transactions contemplated herein;

                  10.2.2       The cash portion of the balance of the Purchase
                               Price and such other payments provided for
                               herein;

                  10.2.3       The Note;

                  10.2.4       Written  evidence   reasonably   satisfactory  to
                               Seller  that  the  scheduled   repayment  of  the
                               mezzanine debt (the  "Mezzanine  Debt") of Hudson
                               and Hudson  Properties  to Nomura  Asset  Capital
                               Corporation  ("Nomura")  does not provide for the
                               payment of principal,  in whole or in part, prior
                               to the repayment of the  principal  amount of the
                               Note.

                  10.2.5       Assignment and Assumption of Contracts;

                  10.2.6       Checks to the order of the  appropriate  officers
                               in payment of all  applicable  real and  personal
                               property  transfer tax and copies of any required
                               tax returns executed therefor by Buyer;

                  10.2.7       An opinion of Buyer's counsel dated as of the
                               Closing Date,  stating (a) Buyer's corporate
                               existence and good standing are as stated in
                               Section 19 hereof; (b) except as may be specified
                               by such counsel, they do not know or have any
                               reasonable grounds to know of any litigation,
                               proceeding, suit, action, controversy or claim
                               existing, pending or threatened against Buyer
                               challenging the validity of this Agreement; (c)
                               the instruments executed and delivered by Buyer
                               to Seller have been duly authorized, executed and
                               delivered and are valid and enforceable in
                               accordance with their terms, (subject only to
                               bankruptcy, creditors rights and general
                               principles of equity); and (d) such other
                               opinions reasonably requested by Seller which are
                               customarily required by institutional lenders in
                               loan transactions such as that which is
                               contemplated by this Agreement and the Note.

                  10.2.8       Such  other  documents  and  instruments  as  are
                               required by this Agreement from the Buyer.

         10.3     At Closing,  Hudson  shall  execute and deliver or cause to be
                  executed and delivered to Seller:

                  10.3.1       Certified copies of resolutions of Hudson's Board
                               of Directors  authorizing  the  execution of this
                               Agreement   and   the    consummation    of   the
                               transactions contemplated herein;

                  10.3.2       Its Guaranty of the Note;

                  10.3.3       The Pledge Agreement;

                  10.3.4       An opinion of Hudson's counsel that the Guaranty,
                               and  the   Pledge   Agreement   have   been  duly
                               authorized, executed and delivered by Hudson

                                       11






                               and are  the  valid  and  binding  obligation  of
                               Hudson enforceable in accordance with their terms
                               (subject only to bankruptcy, creditors rights and
                               general  equitable  principles)  and  such  other
                               opinions reasonably requested by Seller which are
                               customarily required by institutional  lenders in
                               loan   transactions   such  as  that   which   is
                               contemplated  by  this  Agreement  and  the  Note
                               including,    without    limitation,     opinions
                               substantially   setting   forth   each   of   the
                               representations  contained  in  Section  3 of the
                               Pledge  Agreement  (other then those contained in
                               paragraph  (K)   thereof),   provided  that  such
                               opinion of counsel may be appropriately qualified
                               as to  knowledge  with respect to certain of such
                               representations   and  may  expressly  state  its
                               reliance upon a certificate  of Hudson and Hudson
                               Properties   to   counsel   setting   forth   the
                               underlying factual basis for such opinions.

                  10.3.5       Its  covenant  and  agreement  not  to  make  any
                               voluntary prepayment, in whole or in part, of the
                               Mezzanine Debt or to amend the documentation with
                               respect to the Mezzanine Debt which would require
                               the  scheduled  payment,  in whole or in part, of
                               the  principal  amount of such Debt  prior to the
                               payment in full of the  principal  balance of the
                               Note.

                  10.3.6       Such  other  documents  and  instruments  as  are
                               required by this Agreement to effectuate the sale
                               of property similar to the Purchased Assets.

         10.4     At Closing,  Hudson  Properties  shall  execute and deliver or
                  cause to be executed and delivered to Seller:

                  10.4.1       Certified   copies  of   resolutions   of  Hudson
                               Properties  Board of  Directors  authorizing  the
                               execution of this Agreement and the  consummation
                               of the transactions contemplated herein;

                  10.4.2       Its Guaranty of the Note;

                  10.4.3       The Pledge and Irrevocable Proxy Security
                               Agreement; and

                  10.4.4       An opinion of Hudson Properties' counsel as to
                               the due authorization, issuance and non-
                               assessibility of the pledged Shares and that the
                               Guaranty and the Pledge and Irrevocable Proxy
                               Security Agreement have been duly authorized,
                               executed and delivered by Hudson Properties and
                               are the valid and binding obligations of Hudson
                               Properties enforceable in accordance with their
                               respective terms (subject only to bankruptcy,
                               creditors' rights and general equitable
                               principles) and such other opinions reasonably
                               requested by Seller which are customarily
                               required by institutional lenders in loan
                               transactions such as that which is contemplated
                               by this Agreement and the Note including, without
                               limitation, opinions substantially setting forth
                               each of the representations contained in Section
                               3 of the Pledge Agreement (other then those
                               contained in paragraph (K) thereof), provided
                               that such opinion of counsel may be appropriately
                               qualified as to knowledge with respect to certain

                                       12






                               of such  representations  and may expressly state
                               its  reliance  upon a  certificate  of Hudson and
                               Hudson  Properties  to counsel  setting forth the
                               underlying factual basis for such opinions.

                  10.4.5       Its  covenant  and  agreement  not  to  make  any
                               voluntary prepayment, in whole or in part, of the
                               Mezzanine Debt or to amend the documentation with
                               respect to the Mezzanine Debt which would require
                               the  scheduled  payment,  in whole or in part, of
                               the  principal  amount of such Debt  prior to the
                               payment in full of the  principal  balance of the
                               Note.

11.     Risk of Loss.

The risk of  material  loss or damage to the  Purchased  Assets by fire or other
casualty or by taking by eminent  domain,  shall be assumed by Seller and,  upon
the happening of such event,  Buyer shall have the election of terminating  this
Agreement  with respect to the damaged  property or properties and proceeding on
the remainder without further liability hereunder or of completing this purchase
and receiving the insurance monies collectible by Seller for such loss or damage
or the award for such taking by eminent domain;  provided,  however,  that Buyer
shall not be entitled to elect to terminate  this Agreement if the amount of the
loss or damage to the Purchased Assets is less than $500,000.00.

12.     Title to Premises.

         12.1.    Conveyance of the Premises shall be made by special warrant
                  deed (or its equivalent), duly executed and acknowledged so as
                  to convey to Seller, Buyer good and marketable fee simple
                  title to the Premises free and clear of all liens and
                  encumbrances except as provided herein.  Such title shall be
                  marketable without exception other than the usual printed form
                  exceptions as would be set forth on a policy of fee title
                  insurance issued by a recognized title insurance company
                  licensed to do business in the state in which the particular
                  hotel property is located, and those exceptions agreed to in
                  Section 12.3.

         12.2.    Buyer shall at its cost prepare current  instrument  survey of
                  each hotel which is dated after the date hereof and  certified
                  to Seller, Buyer and Buyer's lender, prepared and certified in
                  accordance  with the  ALTA/ACSM  standards by a licensed  land
                  surveyor and provide a copy to Seller.

         12.3     Buyer shall accept title subject to the  following  conditions
                  and exceptions (the "Permitted Exceptions"):

                                       13




                  12.3.1       any facts revealed by the redated and recertified
                               instrument survey, so long as such facts do not
                               render title unmarketable, disclose material
                               encroachments upon or over any boundary either by
                               an abutting landowner or an improvement on the
                               Premises, disclose violations of zoning
                               ordinances or other applicable land use
                               restrictions, or indicate a condition which may
                               interfere with the use of the Premises as a
                               hotel, which determination must be made by Buyer
                               by written notice thereof to the Seller prior to
                               the expiration of the Feasibility Period;

                  12.3.2       encumbrances,   restrictions   and  easements  of
                               record, applicable municipal or other ordinances,
                               laws, rules and regulations,  including,  without
                               limitation,  all  buildings,  zoning and planning
                               rules,  regulations and ordinances,  provided the
                               same do not render  title  unmarketable,  or will
                               not  interfere  with  the  intended  use  of  the
                               Premises as a hotel, which  determination must be
                               made by Buyer by  written  notice  thereof to the
                               Seller prior to the expiration of the Feasibility
                               Period;

                  12.3.3       liens of unpaid real estate taxes not yet due;

                  12.3.4       Such other  matters not  objected to by the Buyer
                               by written  notice thereof to the Seller prior to
                               the expiration of the Feasibility Period.

         12.4     During the  Feasibility  Period,  in the event Buyer learns of
                  the  existence  of a title  defect  which would  render  title
                  unmarketable  (other  than  those  which it  agrees  hereby to
                  accept),   Buyer  shall   promptly   notify  Seller  with  all
                  information  Buyer has about the same.  In such event,  Seller
                  shall,  within two (2) business days  following its receipt of
                  such notice  from  Buyer,  give notice to Buyer as to which of
                  such  defects it deems to be material.  Buyer may,  within two
                  (2) business  days  following  its receipt of Seller's  notice
                  (regardless of whether the  Feasibility  Period has expired or
                  not),  elect to  terminate  this  Contract  by giving  written
                  notice  thereof to Seller.  If Buyer does not  terminate  this
                  Contract within such two (2) day period,  (a) Seller shall use
                  its  reasonable  efforts  to cure or  correct,  at or prior to
                  Closing,  (i) all title defects which it has identified in its
                  notice to Buyer as being  material,  and (ii) any  other  such
                  defects which Seller agrees in writing to undertake to cure or
                  correct, and (b) Seller shall, at or prior to Closing, cure or
                  correct all title defects which were created  between the date
                  of  Seller's  acquisition  of the  premises  and  the  Closing
                  (whether or not the same have been  identified by Buyer in its
                  notice  to  Seller).  With  respect  to  all  remaining  title
                  defects, Seller shall, at no material expense to it, cooperate
                  with Buyer in  undertaking  any efforts to cure or correct the
                  same.  If  Seller  is unable  to cure or  correct  to  Buyer's
                  reasonable satisfaction any title defect it is required by the
                  terms hereof to use  reasonable  efforts to cure or correct or
                  is  required by the terms  hereof to cure or  correct,  Seller
                  shall  undertake  to obtain at its expense for any  additional
                  premium  required to insure over such  specific  defect (Buyer
                  remaining  liable  for the  basic  premium)  a policy of title
                  insurance by a recognized title insurance  company licensed to
                  do business in the state in which the  Premises is located and
                  acceptable  to  Buyer  which  shall  insure  the  title to the
                  Premises   without   exception   other   than  the   Permitted
                  Exceptions. Should Seller fail to obtain such title insurance,

                                       14






                  Buyer may terminate  this  Agreement by giving Seller  written
                  notice thereof,  such termination to become effective upon the
                  giving of such notice,  and neither party shall be responsible
                  for damages to the other hereunder.

13.     Personal Property and Inventory.

         13.1.    Buyer shall obtain state and local UCC searches to the Closing
                  Date against Seller,  Seller's Seller and Seller's Tenant with
                  respect to  Purchased  Assets.  Buyer  shall  promptly  notify
                  Seller  of any  financing  statements  found to be filed  with
                  respect to the Purchased Assets,  together with a copy of such
                  report,  and Seller  shall  undertake  to obtain  releases  or
                  payoff  letters of them unless subject to capital leases to be
                  assumed by Buyer hereunder.

         13.2.    At a mutually  convenient time or times during the Feasibility
                  Period,  a  representative  of Buyer and  Seller's  Tenant may
                  inspect  and  inventory  all items of  Personal  Property  and
                  Inventory.  A representative of Seller and Seller's Tenant may
                  be present during the inspection and inventory.

         13.3     With respect to any item of Personal Property or Inventory for
                  which  Seller  cannot  obtain  releases as provided in Section
                  13.1  Buyer  may  elect  not to  purchase  the  item,  but the
                  Purchase Price shall not be adjusted accordingly.

         13.4     The  Personal   Property  and  Inventory  shall  be  sold  and
                  purchased   in  "as  is"   condition,   and  Seller  makes  no
                  representations whatsoever, express or implied, in relation to
                  same.

         13.5     With  respect  to all  items of  Personal  Property  which are
                  subject  of  warranties,  guaranties  or  service  agreements,
                  Seller  shall assign all of its rights under the same to Buyer
                  to the extent  possible,  and will cooperate with Buyer in the
                  enforcement of the same.

14       Indemnity Against Creditors' Claims.

The parties agree to waive the  requirements of the bulk transfer  provisions of
the applicable  Uniform Commercial Code or other applicable law, statue or rule.
Seller  will  indemnify  Buyer and hold it  harmless  against all claims made by
creditors of Seller,  including,  but not limited to, reasonable attorneys' fees
and  costs  of  defending  such  claims.  Seller  warrants  that  there  are  no
liabilities of any nature (accrued, absolute,  contingent or otherwise),  liens,
encumbrances  or security  interests on any of the  Purchased  Assets  except as
expressly provided herein.

15       Contracts.

On the Closing Date,  Seller shall cause Seller's  Tenant to assign to Buyer and
Buyer shall assume the  Contracts,  all of which Buyer shall have an opportunity
to review before the Closing Date. Seller shall cause Seller's Tenant to perform
all  Contracts,  insofar as they are  required by their terms to be performed by
Seller before the Closing Date and shall  indemnify  Buyer against any liability
or expense  arising  out of any breach or default  occurring  before the Closing
Date. Buyer shall indemnify Seller

                                       15






and Seller's  Tenant against any liability or expense  arising out of any breach
of such  Contracts  occurring  after the Closing  Date.  Buyer  shall  assume no
liability  for any contract made by Seller which is not listed in Schedule B. In
addition, and not by way of limitation of the foregoing disclaimer,  Buyer shall
assume no liability for any employee,  employed by Seller or Seller's  Tenant or
at the Premises,  and  regardless of whether the employment of such employee was
pursuant to written agreement or otherwise.  Further,  Seller shall terminate as
of Closing the lease with Seller's Tenant relating to each hotel property.

16       Possession.

Possession  of the  Purchased  Assets as described  herein shall be delivered by
Seller to Buyer at Closing subject to the Permitted Exceptions.

17       Warranties and Representations of Seller.

Seller represents and warrants to Buyer as follows:

         17.1     Seller  is  a  limited  partnership  duly  organized,  validly
                  existing and in good  standing  under the laws of the State of
                  Tennessee  and has  qualified  to do  business  and is in good
                  standing in each state where a hotel property is located,  and
                  has full power and authority to carry on its current  business
                  and to own, use and sell its assets and properties.

         17.2     Seller  has  full  power  and   authority  and  all  necessary
                  approvals  to enter into this  Agreement.  The  execution  and
                  delivery of this Agreement and the  transactions  contemplated
                  hereby  do not and  will  not  violate  any  provision  of any
                  agreement,  document, or instrument to which Seller is a party
                  or by which Seller is bound, except as otherwise noted in this
                  Agreement.  Seller has made no other agreements with any other
                  party  with  respect  to  the  Purchased  Assets  which  would
                  adversely affect the transactions contemplated hereby.

         17.3     There  is as of the date  hereof  no  litigation,  proceeding,
                  suit, action,  controversy, or claim existing, pending, or, to
                  the best of  Seller's  knowledge,  threatened  against  Seller
                  which might  materially,  adversely affect the transfer of the
                  Purchased  Assets  to  Buyer.  At  Closing,  Seller  will have
                  complied with all laws, regulations, and ordinances applicable
                  to the transfer of the Purchased Assets. There are at the date
                  hereof and at Closing  there  will be no  judgments  existing,
                  whether or not filed,  against Seller or Seller's Tenant which
                  might affect the Purchased Assets, except as herein set forth.

         17.4     Seller has received no written  notices of any  violations  of
                  any laws, ordinances,  regulations,  rules or orders issued by
                  any federal,  state, or local governmental authority adversely
                  affecting the Premises, except as noted in this Agreement.

         17.5     To  Seller's  knowledge,  there are no  options  to  purchase,
                  rights  of first  refusal  or other  similar  agreements  with
                  respect  to the  Premises  which  give  anyone  the  right  to
                  purchase the Premises or any part thereof.  Neither Seller nor
                  to the knowledge of Seller,  Seller's Tenant is a party to any
                  contracts,  leases, or agreements,  written or oral, including
                  without limitation sales  representation  contracts,  purchase
                  contracts

                                       16






                  or restrictive  agreements  which prohibit the consummation of
                  this Agreement,  except as reflected in the preliminary  title
                  report and Schedule C attached hereto.

         17.6     There are as of the date hereof no taxes  outstanding  against
                  the Purchased Assets, other than those for which adjustment in
                  the  Purchase  Price  are to be  made.  For  purposes  of this
                  paragraph,  taxes shall  include any and all  business-related
                  taxes,  including,  but not  limited to,  sales tax,  employee
                  income tax and F.I.C.A.  withholding,  employment  taxes,  and
                  business or license fees.

         17.7     Seller is not a foreign entity,  foreign corporation,  foreign
                  partnership,  foreign trust or foreign  estate (as those terms
                  are  defined  in the  Internal  Revenue  Code and  Income  Tax
                  regulations).

         17.8     To Seller's knowledge,  Seller has filed all federal,  estate,
                  county and local tax  returns  required  to be filed by Seller
                  and has paid all  taxes,  interest  and  penalties  that  have
                  become due and payable by Seller. To Seller's knowledge, there
                  is no tax deficiency or penalty owing with respect to Seller.

         17.9     The  Seller  has no  knowledge  of,  nor has it  received  any
                  written notice of, any special taxes or  assessments  relating
                  to any  hotel  property  or any part  thereof  or any  planned
                  public  improvements  that  may  result  in a  special  tax or
                  assessment  against any hotel  property which is not of public
                  record.

         17.10 Each hotel  property  contains,  as of the Closing Date, not less
than:

                  17.10.1      A sufficient  amount of  furniture,  furnishings,
                               color television  sets,  carpets,  drapes,  rugs,
                               floor coverings,  mattresses, pillows, bedspreads
                               and the like, to furnish each guest room, so that
                               each such guest room is, in fact, fully furnished
                               in accordance with current  Franchisor  standards
                               at the time of Seller's purchase; and

                  17.10.2      A sufficient amount of towels, washcloths and bed
                               linens,  together  with a  sufficient  supply  of
                               paper goods,  soaps,  cleaning supplies and other
                               such supplies and  materials,  as are  reasonably
                               adequate for the current  operations of the Hotel
                               in accordance with current  Franchisor  standards
                               at the time of Seller's purchase.

         17.11 The Seller has not received  written  notice that any Contract is
in default.

18.      Warranties and Representations of Buyer.

Hudson hereby represents and warrants to Seller as follows:

         18.1     Prior to the expiration of the Feasibility Period,  Buyer will
                  be a corporation duly organized,  validly existing and in good
                  standing under the laws of the State of New York and have full
                  power and  authority  to carry on its current  business and to
                  own, use and sell its assets and properties.

         18.2     Prior to the expiration of the Feasibility Period,  Buyer will
                  have full power and authority  and all necessary  approvals to
                  enter into this  Agreement.  Execution  and  delivery  of this
                  Agreement   and   the   consummation   of   the   transactions
                  contemplated hereby will have been duly authorized by Buyer's

                                       17






                  Board of  Directors  prior to  expiration  of the  Feasibility
                  Period.  The execution and delivery of this  Agreement and the
                  transactions  contemplated  hereby do not and will not violate
                  any  provision of any  agreement,  document,  or instrument to
                  which Buyer is a party or by which  Buyer is bound,  except as
                  otherwise  noted in this  Agreement.  Buyer  has made no other
                  agreements  with any other party with respect to the Purchased
                  Assets   which  would   adversely   affect  the   transactions
                  contemplated hereby.

         18.3     There  is as of the date  hereof  no  litigation,  proceeding,
                  suit, action,  controversy, or claim existing, pending, or, to
                  the best of Buyer's knowledge,  threatened against Buyer which
                  might affect the Purchased  Assets or the transfer  thereof to
                  Buyer,  and  there  is no basis  known  to Buyer  for any such
                  litigation,  proceeding,  suit, action, controversy, or claim.
                  At  Closing,   Buyer  will  have   complied   with  all  laws,
                  regulations,  and  ordinances  applicable  to the  transfer of
                  Purchased Assets.  There are at the date hereof and at Closing
                  there will be no judgments or liens  existing,  whether or not
                  filed,  against Buyer which might affect the Purchased Assets,
                  except as herein set forth.

         18.4     Buyer is not a foreign entity,  foreign  corporation,  foreign
                  partnership,  foreign trust or foreign  estate (as those terms
                  are  defined  in the  Internal  Revenue  Code and  Income  Tax
                  regulations).

         18.5     The  representations  and  warranties  made by  Buyer  in this
                  Agreement  shall be true and correct in all material  respects
                  on and as of the Closing Date,  with the same force and effect
                  as though  they had been made on and as of the  Closing  Date,
                  except to the extent that such  representations and warranties
                  shall  be   incorrect   because  of  events  or  changes  (not
                  materially  and  adversely  affecting  the  Purchased  Assets)
                  occurring or arising after the date hereof.

19.      Warranties and Representations of Hudson

Hudson hereby represents and warrants to Seller as follows:

         19.1     Hudson is a corporation  duly organized,  validly existing and
                  in good  standing  under the laws of the State of New York and
                  has full power and authority to carry on its current  business
                  and to own, use and sell its assets and properties.

         19.2     Hudson  has  full  power  and   authority  and  all  necessary
                  approvals to enter into this Agreement. Execution and delivery
                  of this  Agreement and the  consummation  of the  transactions
                  contemplated  hereby  have been duly  authorized  by  Hudson's
                  Board  of  Directors.  The  execution  and  delivery  of  this
                  Agreement and the transactions  contemplated hereby do not and
                  will not violate any provision of any agreement,  document, or
                  instrument  to which  Hudson is a party or by which  Hudson is
                  bound, except as otherwise noted in this Agreement. Hudson has
                  made no other  agreements with any other party with respect to
                  the  Purchased   Assets  which  would  adversely   affect  the
                  transactions contemplated hereby.

         19.3     There is as of the date hereof no litigation, proceeding,
                  suit, action, controversy, or claim existing, pending, or, to

                                       18






                  Hudson's  knowledge,  threatened  against  Hudson  which might
                  affect the Purchased Assets or the transfer thereof to Hudson,
                  and there is no basis known to Hudson for any such litigation,
                  proceeding,  suit, action,  controversy, or claim. At Closing,
                  Hudson  will have  complied  with all laws,  regulations,  and
                  ordinances  applicable  to the transfer of  Purchased  Assets.
                  There are at the date  hereof and at Closing  there will be no
                  judgments  or liens  existing,  whether or not filed,  against
                  Hudson  which might  affect the  Purchased  Assets,  except as
                  herein set forth.

         19.4     Hudson is not a foreign entity,  foreign corporation,  foreign
                  partnership,  foreign trust or foreign  estate (as those terms
                  are  defined  in the  Internal  Revenue  Code and  Income  Tax
                  regulations).

         19.5     The  representations  and  warranties  made by  Hudson in this
                  Agreement  shall be true and correct in all material  respects
                  on and as of the Closing Date,  with the same force and effect
                  as though  they had been made on and as of the  Closing  Date,
                  except to the extent that such  representations and warranties
                  shall  be   incorrect   because  of  events  or  changes  (not
                  materially  and  adversely  affecting  the  Purchased  Assets)
                  occurring or arising after the date hereof.

20.      Warranties and Representations of Hudson Properties

Hudson Properties hereby represents and warrants to Seller as follows:

         20.1     Hudson  Properties is a corporation  duly  organized,  validly
                  existing and in good  standing  under the laws of the State of
                  New York  and has full  power  and  authority  to carry on its
                  current  business  and to own,  use and  sell its  assets  and
                  properties.

         20.2     Hudson  Properties  has  full  power  and  authority  and  all
                  necessary  approvals to enter into this  Agreement.  Execution
                  and delivery of this  Agreement  and the  consummation  of the
                  transactions  contemplated hereby have been duly authorized by
                  Hudson  Properties'  Board of  Directors.  The  execution  and
                  delivery of this Agreement and the  transactions  contemplated
                  hereby  do not and  will  not  violate  any  provision  of any
                  agreement,  document, or instrument to which Hudson Properties
                  is a party or by which Hudson  Properties is bound,  except as
                  otherwise noted in this Agreement.  Hudson Properties has made
                  no other  agreements  with any other party with respect to the
                  Purchased Assets which would adversely affect the transactions
                  contemplated hereby.

         20.3     There  is as of the date  hereof  no  litigation,  proceeding,
                  suit, action,  controversy, or claim existing, pending, or, to
                  the best of Hudson Properties'  knowledge,  threatened against
                  Hudson  Properties  which might affect the Purchased Assets or
                  the  transfer  thereof to Hudson  Properties,  and there is no
                  basis  known to  Hudson  Properties  for any such  litigation,
                  proceeding,  suit, action,  controversy, or claim. At Closing,
                  Hudson   Properties   will  have   complied   with  all  laws,
                  regulations,  and  ordinances  applicable  to the  transfer of
                  Purchased Assets.  There are at the date hereof and at Closing
                  there will be no judgments or liens existing, whether or not

                                       19






                  filed,  against  Hudson  Properties  which  might  affect  the
                  Purchased Assets, except as herein set forth.

         20.4     Hudson   Properties   is  not  a   foreign   entity,   foreign
                  corporation,  foreign  partnership,  foreign  trust or foreign
                  estate (as those  terms are  defined in the  Internal  Revenue
                  Code and Income Tax regulations).

         20.5     The  representations  and warranties made by Hudson Properties
                  in this  Agreement  shall be true and correct in all  material
                  respects  on and as of the Closing  Date,  with the same force
                  and  effect  as  though  they had  been  made on and as of the
                  Closing Date,  except to the extent that such  representations
                  and warranties shall be incorrect because of events or changes
                  (not materially and adversely  affecting the Purchased Assets)
                  occurring or arising after the date hereof.

                                       20






21.      Brokerage.

The parties  hereto  agree that any  broker's  commission  payable to any agent,
broker or  realtor  as a result of the  Contract  shall be paid by  Seller,  and
Seller  agrees  to hold  Purchaser  harmless  from any  claim or cost for such a
commission.  Purchaser covenants that it has had no dealings in this transaction
with any agent, realtor, or broker other than Hotel Partners.

22.      Termination.

This Agreement may be terminated for the following reasons only:

         22.1     Mutual written consent of Buyer and Seller.

         22.2     At the sole  discretion  of Buyer for any reason  prior to the
                  expiration of the Feasibility Period.

         22.3     Valid objection to marketability of title to the Premises made
                  by written  notice  thereof from the Buyer to the Seller prior
                  to the expiration of the  Feasibility  Period and not cured by
                  satisfactory  title  insurance  or  otherwise,  as provided in
                  Section 12.4 hereof.

         22.4     If any material  representation  or warranty  contained herein
                  shall be untrue, so as to materially and adversely affect this
                  Agreement,  then the  party  to whom  such  representation  or
                  warranty has run may elect either to terminate  this Agreement
                  or waive in writing such breach.

         22.5     Failure to satisfy the conditions or contingencies set forth
                  herein.

         22.6     Default by either  party in the  performance  of any  material
                  term or  condition  of this  Agreement to be performed by that
                  party.

23.      Tax Status.

It is understood that neither of the parties hereto has made any representations
to the others as to the tax status or effect of the transactions contemplated by
this Agreement, and each is taking separate counsel as to such matters.

24.      Limitations and Survival of Representations.

The Buyer and Hudson each  acknowledges  that it has or will conduct its own due
diligence  with  respect  to the  Purchased  Assets,  and,  except as  otherwise
expressly  provided herein,  shall accept the Purchased Assets "as is, where is"
and in its present condition,  subject to reasonable use, wear, tear and natural
deterioration between date hereof and the date of closing, without any reduction
in the  purchase  price for any change in such  condition.  Except as  expressly
provided in this Agreement, neither Seller nor Seller's Tenant has made and does
not make any  representations  or warranties,  either  express or implied,  with
respect to the  Seller,  Seller's  Tenant or the  Purchased  Assets,  including,
without  limitation,  the financial  performance  of the Purchased  Assets,  the
operations  of the  Purchased  Assets,  the  physical  condition,  fitness for a
particular purpose or merchantability of any of the Purchased Assets, the status
of title and survey with respect to the Purchased  Assets,  or the compliance of
the Seller or Seller's Tenant or the Purchased Assets with any law, ordinance or

                                       21






regulation,  including,  without  limitation,  those related to the environment,
zoning,  land use,  subdivision  laws,  handicap  access or building  codes.  In
entering into this  Agreement,  Buyer nor Hudson has not been induced by and has
not relied upon any representations,  warranties or statements,  whether express
or implied, made by any third party, including,  without limitation, the Seller,
the broker or their agents,  employees or other  representatives  of the Seller,
Seller's Tenant or by any broker or any other person  representing or purporting
to represent  the Seller or Seller's  Tenant,  which are not expressly set forth
herein.

The representations,  warranties,  covenants, and agreements herein contained on
the part of each of the parties  shall be deemed and  construed to be continuing
representations,  warranties,  covenants,  and agreements that shall survive the
Closing  for the  period of one (1) year  after  Closing.  Seller and Buyer each
agree  respectively  to indemnify  and hold  harmless the other against and with
respect  to  all  damages,   deficiencies  or  liabilities  resulting  from  any
misrepresentations,  breach of warranty  or  nonfulfillment  of any  covenant or
agreement  on  the  part  of  each  respective  party  hereunder,  or  from  any
misrepresentation  in or  occasioned  by any  certificate  or  other  instrument
furnished or to be furnished by each of them,  respectively,  hereunder, and any
and all assessments,  judgments,  costs and legal and other reasonable  expenses
incidental to any of the foregoing.

25.      Covenant of Further Assurances.

From time to time,  before and for the period of six (6) months  after  Closing,
Seller will execute and deliver  such  further  instruments  of  conveyance  and
transfer reasonably requested and take such other action as Buyer reasonably may
require to more  effectively  convey and transfer to Buyer any of the  Purchased
Assets and otherwise fulfill its agreements hereunder,  and will assist Buyer in
its reduction to possession  of the Purchased  Assets.  From time to time before
and for a period of six (6) months after Closing,  Buyer,  Hudson Properties and
Hudson will  execute and deliver such  further  instruments  and take such other
actions as Seller  reasonably  may require with respect to this  Agreement,  the
Note, the Guaranty and the Security Agreement.

26.      Sales Tax.

Any sales tax payable in connection  with the transfer of the Personal  Property
shall be borne by Buyer.

27.      Expenses.

         27.1     Except as otherwise  specifically  provided herein, each party
                  shall pay its own expenses in connection  with this  Agreement
                  and the consummation of the transactions  contemplated herein.
                  In particular,  Buyer shall pay all transfer taxes, conveyance
                  fees,  documentary  stamps and other similar taxes and charges
                  imposed by any  governmental  authority in connection with the
                  conveyance  of the Premises to Buyer  regardless  of customary
                  practice in each  jurisdiction.  Buyer shall pay any recording
                  fees relating to the deeds and other instruments of conveyance
                  and any mortgage or deed of trust  recording  taxes or fees in
                  connection with the financing obtained by Buyer.

                                       22






         27.2     Unless Seller is required to obtain title insurance because of
                  the  existence  of a title  defect which would render title to
                  the Premises  unmarketable as provided in Section 12.4 hereof,
                  and except to the extent of such title  insurance  obtained by
                  Seller,  Buyer  shall pay the  premiums  for fee or  mortgagee
                  title insurance with respect to the Premises.

28.      Miscellaneous.

         28.1     This Agreement  shall be binding upon and inure to the benefit
                  of the respective heirs, personal representatives, fiduciaries
                  and successors of Seller and Buyer.

         28.2     This Agreement may not be assigned by either party without the
                  prior written consent of the other party.

         28.3     Any and all notices or  communications  required or desired to
                  be  given  in  connection  with  this  Agreement  shall  be in
                  writing,   sent  by  registered  or  certified  mail,  postage
                  prepaid,  return receipt requested, or by overnight courier to
                  the  parties at the  address  set forth above or to such other
                  address  as either  party may from time to time  designate  in
                  writing  to the  other  party,  and  shall be  effective  upon
                  receipt.

         28.4     This  Agreement  shall be construed and enforced in accordance
                  with the laws of the state where the applicable hotel property
                  is located,  but the Note, the Pledge Agreement and the Escrow
                  Agreement shall be governed by New York law;

         28.5     A waiver by either party of a breach of any  provision of this
                  Agreement  shall not operate as or be construed as a waiver of
                  any other subsequent breach thereof or of any other provision.

         28.6     This  Agreement and the Schedules and Exhibits  hereto annexed
                  represent the entire agreement between the parties hereto with
                  respect  to the  transactions  contemplated  hereby and may be
                  modified only by a subsequent written document executed by the
                  party to be charged therewith.

         28.7     The headings of the  paragraphs of this Agreement are inserted
                  for  convenience  only  and do not  constitute  a part of this
                  Agreement.

         28.8     This  Agreement may be signed in  counterparts,  each of which
                  shall be deemed to be an  original  and all of which  together
                  shall constitute one and the same instrument.

         28.9     Seller  and  Buyer  agree  to   structure   the   transactions
                  contemplated  by this Agreement as a tax-deferred  exchange of
                  real estate by Seller, and Buyer agrees to execute and deliver
                  any  documents  reasonably  requested by Seller to  effectuate
                  such exchange.


                                       23






IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of the day
and year first written above.

                                BUYER:

                                HUDSON HOTELS CORPORATION
                                as agent for a New York Corporation to be formed

Date:  August 12, 1997          By:      /s/ E. Anthony Wilson
                                         ----------------------
                                Name:    E. Anthony Wilson
                                Title:   President

                                HUDSON HOTELS PROPERTIES CORP.
                                as agent for a New York corporation to be formed

                                By:      /s/ Bruce A. Sahs
                                        -------------------
                                Name:   Bruce A. Sahs
                                Title:  President

                                SELLER:

                                EQUITY INNS PARTNERSHIP, L.P.

Date:  August 12, 1997          By:  EQUITY INNS TRUST,
                                General Partner

                                By:     /s/ Ronald Cooper
                                        -------------------
                                Name:   Ronald Cooper
                                Title:  Assistant Secretary

                                HUDSON:

                                HUDSON HOTELS CORPORATION

Date:  August 12, 1997          By:     /s/ E. Anthony Wilson
                                        ----------------------

                                Name:   E. Anthony Wilson
                                Title:  President and Chief Executive Officer

                                HUDSON HOTELS
                                PROPERTIES CORP.

Date:  August 12, 1997          By:     /s/ Bruce A. Sahs
                                        ------------------
                                Name:   Bruce A. Sahs
                                Title:  President

                                       24






Crossroads  Future  Company,  L.L.C.,  Seller's  Tenant,  joins in the execution
hereof for the  purpose of  consenting  to the  provisions  hereof  relating  to
Seller's  Tenant and agreeing to reasonably  cooperate  with Seller and Buyer in
consummation of this Agreement and to execute and deliver the documents required
to be delivered by Seller's Tenant hereunder.

                                CROSSROADS FUTURE
                                 COMPANY, L.L.C.


                                By:     /s/ Timothy Q. Hudak
                                        ---------------------
                                Name:   Timothy Q. Hudak
                                Title:  Assistant Secretary


List of Schedules

A - Legal Descriptions
B - Schedule of Contracts


List of Exhibits

I -   Note
II -  Reserved
III - Bill of Sale (Personal Property)
IV -  Bill of Sale (Inventory)
V -   Assignment and Assumption of Contracts

                                       25