THIS MUTUAL EXCLUSIVITY AGREEMENT (this "AGREEMENT") is entered as of the____ day of__________, 2003 (the "EFFECTIVE DATE") by and between ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the "PARTNERSHIP"), ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (the "REIT"), REMINGTON HOTEL CORPORATION, a Texas corporation ("RHC"), and REMINGTON LODGING & HOSPITALITY, L.P., a Delaware limited partnership ("MANAGER"), and is consented and agreed to by ARCHIE BENNETT, JR. and MONTGOMERY J. BENNETT as Remington Affiliates.

THE PARTIES HERETO ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. Prior to the date hereof, the Remington Parties have been actively engaged in various aspects of acquisition, development, renovation, management and operation of Hotel Properties, including, without limitation, the hotel properties described on EXHIBIT A attached hereto (the "INITIAL HOTELS").

B. The Remington Parties plan to continue to engage in various aspects of development, renovation, management and operation of Hotel Properties.

C. The REIT has undertaken, or will concurrently with its initial public offering, undertake to acquire, develop, invest in, or purchase or make loans with respect to Hotel Properties that meet the REIT's investment criteria.

D. The REIT Parties desire to benefit from the hotel development and management experience of the Remington Parties and have agreed to engage Manager in connection with certain investment opportunities (subject to the ability of the Independent Directors of the REIT to unanimously vote not to engage Manager); provided, the Remington Parties agree to grant the REIT Parties a first right of refusal with respect to any Remington Transaction that any of the Remington Parties resource or identify.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. All terms used in this Agreement but not defined herein shall have the meanings as set forth on EXHIBIT B attached hereto and incorporated herein for all purposes (applicable to both the singular and plural forms of the terms defined).

2. TERM OF AGREEMENT. This Agreement shall commence as of the Effective Date and shall terminate ten (10) years thereafter (the "INITIAL TERM"), unless earlier terminated in whole or in part (with respect to the Remington Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), due to (a) an Event of Default under this Agreement and the non-defaulting party elects to terminate this Agreement, (b) the occurrence of a Remington Termination Event, (c) the occurrence of a REIT Termination Event, or (d) termination or expiration of the Master Management Agreement with respect to all of the properties covered thereby or that may be covered thereby in the future, (the events in subparagraphs (a) through (d) herein each called, a "TERMINATION EVENT"). Notwithstanding the foregoing, the Initial Term shall automatically be extended at the expiration of the Initial Term (with respect to the Remington Exclusivity Rights or the REIT Exclusivity Rights, or both, as applicable), on the same terms and conditions contained herein, for each of three (3) successive periods of seven (7) Fiscal Years each and one final period of four (4) years; provided, however, that at the time of the expiration of the Initial Term or extension term, as applicable, a Termination Event with respect to the entirety of this Agreement does not then exist. The Initial Term as extended by any extension terms, if any, shall herein be called the "TERM." Upon the occurrence of a Termination Event (except where such Termination Event is due to an Event of Default by any of the Remington Parties under this Agreement), the Remington Parties shall be entitled to receive the Reimbursement Amount payable under this Agreement. Subject to SECTION 8 (b) below, upon termination of the entirety of this Agreement, the Remington Parties and the REIT Parties shall have no further obligations to one another pursuant to this Agreement, except for any indemnification obligations contained herein, which shall survive such termination. Any termination of this Agreement in whole or in part shall not terminate any existing management and/or development agreements executed between the parties hereto that are then continuing and in full force and effect.

3. EARLY TERMINATION EVENTS.

(a) REMINGTON TERMINATION EVENT. Upon the occurrence of any of the following events, the Remington Parties acting through Manager may, at their election exercised in their sole and absolute discretion and upon written notice to the REIT Parties, terminate the REIT Exclusivity Rights:

(i) Montgomery J. Bennett (1) is removed without Cause, (2) is not re-appointed as chief executive officer of the REIT, or (3) resigns as chief executive officer of the REIT for Good Reason, or the Employment Agreement is not renewed, or there is a Change in Control; but with respect to all of the foregoing, excluding in connection with the death of Montgomery J. Bennett;

(ii) Archie Bennett, Jr. (1) is removed as a director of the REIT without Cause, (2) is not renominated to serve as Chairman of the board of directors of the REIT, (3) resigns from the board of directors for Good Reason, or (4) there is a Change in Control; but with respect to all of the foregoing, excluding in connection with the death of Archie Bennett, Jr.;

(iii) Upon expiration of the non-compete restrictions contained in the Employment Agreement of Montgomery J. Bennett, if the REIT Parties have not already terminated the Remington Exclusivity Rights with respect to the REIT Termination Events set forth in SECTION 3 (b) (ii) OR (iii) below; and

(iv) Subject to each party's obligation to act in good faith, if Montgomery J. Bennett is then no longer chief executive officer of the REIT and subject to the non-compete restrictions in his Employment Agreement, and three times in any Fiscal Year during the Term hereof, in any combination set forth below:

1) the Independent Directors elect not to pursue a Remington Transaction presented to the REIT Affiliates by the Remington Affiliates pursuant to SECTION 4 (a);

2) the Independent Directors elect not to engage Manager with respect to the management or development opportunities part of a Remington Transaction which the REIT Parties have elected to pursue pursuant to SECTION 4 (a); and/or

3) the REIT Parties fail to close on a Remington Transaction presented to the REIT Affiliates by the Remington Affiliates, and the failure to close is caused by a REIT Affiliate and not the third party selling the Remington Transaction (it being understood that a failure to close shall not be "caused" by a REIT Affiliate if a REIT Party elects not to close because of the third party's breach of an applicable agreement);

(v) If the REIT Parties terminate the Remington Exclusivity Rights based upon a REIT Termination Event set forth in SECTIONS 3 (b) (ii) THROUGH (iv).

Upon the REIT Parties' receipt of written notice of termination of the REIT Exclusivity Rights from the Remington Parties, the REIT Exclusivity Rights set forth in this Agreement shall terminate; however, all other terms and provisions of this Agreement shall remain in full force and effect, including the Remington Exclusivity Rights, until this Agreement expires or is otherwise terminated as permitted under this Agreement.

(b) REIT TERMINATION EVENT. Upon the occurrence of any of the following events, the REIT Parties may, at their election exercised in their sole and absolute discretion and upon written notice to the Remington Parties, terminate the Remington Exclusivity Rights:

(i) The Manager fails to qualify as an "eligible independent contractor" as defined in Section 856 (d) (9) of the Internal Revenue Code;

(ii) If Montgomery J. Bennett resigns as chief executive officer of the REIT without Good Reason;

(iii) If Montgomery J. Bennett's Employment Agreement is terminated for Cause;

Any one of the Remington Parties ceases to be controlled by Archie Bennett, Jr. and/or Montgomery J. Bennett and/or their respective family partnership or trusts, the sole members of which are at all times lineal descendants of Archie......

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