ASSET MANAGEMENT AND CONSULTING AGREEMENT

This ASSET MANAGEMENT AND CONSULTING AGREEMENT (this "Agreement"), is entered into as of May 15, 2003 (the "Effective Date"), by and between Remington Employers Corporation, a Texas corporation ("Manager"), and Ash ford Financial Corporation, a Texas corporation ("Consultant").

RECITALS

A. Reference is hereby made to those certain hotel management agreements (collectively, the "Management Agreements" or singularly, a "Management Agreement"), described on EXHIBIT A attached hereto, and covering those respective hotel properties more particularly described in each Management Agreement and on EXHIBIT A attached hereto (collectively, the "Properties" or singularly, a "Property").

B. Manager desires to engage Consultant, pursuant to the terms and conditions of this Agreement, to provide to Manager certain business and financial advice, asset management, consultation, information and services, as more particularly described and set forth on EXHIBIT B attached hereto (the "Services"), in connection with the Properties, the obligations of Manager under the Management Agreements, and otherwise.

NOW THEREFORE, in consideration of the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manager and Consultant, intending to be legally bound, agree as follows:

ARTICLE I

ENGAGEMENT

SECTION 1.1 CONSULTANT'S ENGAGEMENT. Subject to the terms and conditions of this Agreement, Manager hereby engages and retains Consultant on anon-exclusive basis as an independent contractor to perform the Services, and Consultant hereby agrees to accept and undertake such engagement, and to perform the Services.

SECTION 1.2 TERM OF ENGAGEMENT. The term (the "Term") of this Agreement shall commence on the Effective Date and shall continue thereafter until all of the Management Agreements have expired (including all extension periods contained therein, if any) or been terminated, unless this Agreement is otherwise sooner terminated as provided herein.

SECTION 1.3 SCOPE OF AGREEMENT. During the Term of this Agreement, Consultant shall provide its expertise and undertake the performance of the Services as requested by Manager from time to time. Manager is not required to follow the advice rendered by Consultant. Notwithstanding the foregoing, it is expressly acknowledged and agreed that Consultant shall have no responsibility for the employment, supervision, training, compensation, promotion or discharge of any employees of Manager, and no employee hired for or with respect to the Properties shall be or shall be deemed to be an employee of Consultant.

ARTICLE II

DEFAULT AND TERMINATION

SECTION 2.1 EVENTS OF DEFAULT. The following shall constitute events of default (each an "Event of Default"):

(a) The filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by Manager or Consultant;

(b) The consent to any involuntary petition in bankruptcy or the failure to vacate within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager or Consultant;

(c) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Consultant as bankrupt or insolvent, or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of such party's assets, and such order, judgment or decree continues unstayed and in effect for any period of ninety (90) days or more;

(d) The appointment of a receiver for all or any substantial portion of the property of Manager or Consultant;

(e) The failure of Manager or Consultant to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth int his Agreement, and the continuance of such default for a period of thirty (30) days after written notice of said failure; provided, however, if such default cannot be cured within such thirty (30) day period and Manager or Consultant, as the case may be, commences to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Manager or Consultant, as the case may be, in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days; or

(f) The failure of Manager to make any payment required to be made in accordance with the terms of this Agreement within ten (10) days after receipt of notice from Consultant specifying said default with reasonable specificity, when such payment is due and payable.

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