                                                                     EXHIBIT 1.1

                                     FORM OF

                                  $125,000,000

                          Hospitality Properties Trust

                           6.85% Senior Notes due 2012

                               PURCHASE AGREEMENT

                                  June 27, 2002



WACHOVIA SECURITIES, INC.
One Wachovia Center
301 South College Street
Charlotte, North Carolina  28288

Dear Sirs:

         Hospitality  Properties  Trust, a Maryland real estate investment trust
(the "Company"), proposes to issue and sell $125,000,000 principal amount of its
6.85% Senior Notes due 2012 (the  "Securities"),  to Wachovia  Securities,  Inc.
(the "Underwriter").  The Securities are to be issued pursuant to the provisions
of an  Indenture  dated as of February  25,  1998  between the Company and State
Street Bank and Trust  Company,  as Trustee (the  "Trustee")  and a Supplemental
Indenture  to be dated as of July 8, 2002  between  the  Company and the Trustee
(collectively, the "Indenture").

         The 251 hotels  described in the Prospectus  referred to below as being
currently owned by the Company as of the date hereof are  collectively  referred
to herein as the "Hotels."

         1. Registration Statement and Prospectus.  The Company has prepared and
filed  with  the  Securities  and  Exchange  Commission  (the  "Commission")  in
accordance  with the provisions of the  Securities Act of 1933, as amended,  and
the rules and regulations of the Commission thereunder  (collectively called the
"Act"), a registration  statement on Form S-3 (File No.  333-84064)  relating to
the  registration  of the  Securities  and such  other  securities  which may be
offered from time to time by the Company,  in accordance with Rule 415 under the
Act.  Such  registration  statement  (as amended,  if  applicable)  was declared
effective by the Commission on March 20, 2002. Such  registration  statement (as
amended as of the date hereof) on the one hand, and the prospectus  constituting
a part  thereof and the  prospectus  supplement  relating to the offering of the
Securities  provided to the Underwriter by the Company in the form first used to
confirm sales of Securities (the  "Prospectus  Supplement"),  on the other hand,
including,  in each  case,  all  documents  incorporated  therein  by  reference
pursuant to Item 12 of Form S-3 under the Act,  as from time to time  amended or
supplemented  pursuant to the Act and the  Securities  Exchange Act of 1934,  as
amended,   and  the  rules  and   regulations  of  the   Commission   thereunder
(collectively  called  the  "Exchange  Act"),  are

<PAGE>

referred  to  herein  as the  "Registration  Statement"  and  the  "Prospectus,"
respectively.  Any registration statement (including any amendment or supplement
thereto or  information  which is deemed a part  thereof)  filed by the  Company
under Rule 462(b) of the Act (a "Rule 462(b)  Registration  Statement") shall be
deemed to be part of the  "Registration  Statement"  as  defined  herein and any
prospectus  delivered  in  connection  therewith  (including  any  amendment  or
supplement thereto or information which is deemed part thereof) included in such
registration  statement  shall  be  deemed  to be part of the  "Prospectus,"  as
defined  herein.  All references in this  Agreement to financial  statements and
schedules and other information which is "contained," "included," "described" or
"stated" in the Registration  Statement or the Prospectus (and all other similar
references)  shall be deemed to mean and include all such  financial  statements
and schedules and other  information which is or is deemed to be incorporated by
reference in the Registration  Statement or the Prospectus,  as the case may be;
and all  references  in this  Agreement  to  amendments  or  supplements  to the
Registration  Statement or the  Prospectus  shall be deemed to mean and include,
without  limitation,  even though not  specifically  stated,  any document filed
under the Exchange Act which is or is deemed to be  incorporated by reference in
the Registration  Statement or the Prospectus,  as the case may be.  Capitalized
terms used but not  otherwise  defined  herein shall have the meanings  given to
those terms in the Prospectus.

         2. Agreements to Sell and Purchase. On the basis of the representations
and  warranties  contained  in this  Agreement,  and  subject  to its  terms and
conditions,  the Company agrees to issue and sell, and the Underwriter agrees to
purchase from the Company, $125,000,000 aggregate principal amount of Securities
at 99.285% of the principal amount thereof (the "Purchase Price").

         3. Terms of Public Offering.  The Company is advised by the Underwriter
that the Underwriter proposes (i) to make a public offering of the Securities as
soon after  execution and delivery of this  Agreement  (and,  if necessary,  any
post-effective  amendment to the Registration Statement) as in the Underwriter's
judgment is advisable and (ii) to offer the  Securities  at various  prices from
time to time as set forth in the Prospectus.

         4.  Delivery  and  Payment.  The  Securities  shall be  represented  by
definitive certificates and shall be issued in such authorized denominations and
registered  in such names as the  Underwriter  shall  request not later than two
business  days prior to the Closing Date (as defined  below).  The Company shall
deliver  the  Securities  to  the  Underwriter  through  the  facilities  of The
Depository  Trust Company ("DTC"),  for the account of the Underwriter,  against
payment to the  Company of the  Purchase  Price  therefor  by wire  transfer  of
Federal or other funds immediately  available in New York City. The certificates
representing  the  Securities  shall be made  available for inspection not later
than 9:30 A.M.,  New York City time,  on the  business  day prior to the Closing
Date at the office of DTC or its designated custodian (the "Designated Office").
The time and date of delivery and payment for the Securities shall be 9:00 A.M.,
New York City time, on July 8, 2002 or such other time on the same or such other
date as the  Underwriter  and the Company  shall agree in writing.  The time and
date of such  delivery and payment are  hereinafter  referred to as the "Closing
Date".


                                       2
<PAGE>

         The  documents  to be  delivered  on the Closing  Date on behalf of the
parties  hereto  pursuant to Section 8 of this  Agreement  shall be delivered at
such  place as the  Underwriter  shall  designate  and the  Securities  shall be
delivered at the Designated Office, all on the Closing Date.

         5. Agreements of the Company. The Company agrees with you:

                  (a) In respect of the offering of the Securities  contemplated
         hereby,  to (i)  prepare  a  Prospectus  Supplement  setting  forth the
         principal  amount and terms of the Securities  covered  thereby and the
         name of the Underwriter participating in the offering of the Securities
         and such other  information  as the  Underwriter  and the Company  deem
         appropriate  in connection  with the offering of the  Securities,  (ii)
         file the  Prospectus  (as  defined  herein to include  such  Prospectus
         Supplement)  in a form  approved by you  pursuant to Rule 424 under the
         Act no later  than the  Commission's  close of  business  on the second
         business day following the date hereof and (iii) furnish  copies of the
         Prospectus to the  Underwriter and to such dealers as you shall specify
         as soon as  practicable  after  the  date  of  this  Agreement  in such
         quantities as you may reasonably request.

                  (b)  At  any  time  when  the  Prospectus  is  required  to be
         delivered under the Act or the Exchange Act in connection with sales of
         Securities, to advise you promptly and, if requested by you, to confirm
         such advice in writing,  of (i) the  effectiveness  of any amendment to
         the Registration Statement,  (ii) the transmittal to the Commission for
         filing of the  Prospectus  or any other  supplement or amendment to the
         Prospectus  required to be filed pursuant to the Act, (iii) the receipt
         of any  comments  from  the  Commission  relating  to the  Registration
         Statement,  the  Prospectus,   any  preliminary  prospectus  supplement
         relating to the  Securities,  the  Prospectus  Supplement or any of the
         transactions  contemplated by this  Agreement,  (iv) any request by the
         Commission for post-effective  amendments to the Registration Statement
         or  amendments  or  supplements  to the  Prospectus  or for  additional
         information,  (v) the  issuance  by the  Commission  of any stop  order
         suspending the  effectiveness of the  Registration  Statement or of the
         suspension of  qualification  of the Securities for offering or sale in
         any  jurisdiction,  or  the  initiation  of  any  proceeding  for  such
         purposes,  and  (vi) the  happening  of any  event  during  the  period
         referred  to in  paragraph  (e) below which  makes any  statement  of a
         material  fact made in the  Registration  Statement  or the  Prospectus
         untrue or which  requires the making of any  additions to or changes in
         the  Registration  Statement  or the  Prospectus  in  order to make the
         statements  therein  not  misleading.   The  Company  will  make  every
         reasonable  effort to prevent the  issuance of any stop order and if at
         any time the  Commission  shall  issue any stop  order  suspending  the
         effectiveness  of the  Registration  Statement,  the Company  will make
         every  reasonable  effort to obtain the  withdrawal  or lifting of such
         order at the earliest possible time.

                  (c) To furnish to you, without charge,  one signed copy of the
         Registration  Statement as first filed with the  Commission and of each
         amendment to it,  including  all exhibits  and  documents  incorporated
         therein by  reference,  and


                                       3
<PAGE>

         to furnish to you such number of conformed  copies of the  Registration
         Statement as so filed and of each amendment to it, without exhibits but
         including  documents  incorporated  therein  by  reference,  as you may
         reasonably  request.  If  applicable,  the  copies of the  Registration
         Statement and each amendment  thereto furnished to the Underwriter will
         be identical to the  electronically  transmitted  copies  thereof filed
         with the Commission  pursuant to EDGAR,  except to the extent permitted
         by Regulation S-T, as promulgated by the Commission.

                  (d)  At  any  time  when  the  Prospectus  is  required  to be
         delivered under the Act or the Exchange Act in connection with sales of
         Securities,  not to file any amendment to the Registration Statement or
         any Rule 462(b)  Registration  Statement  or to make any  amendment  or
         supplement  to the  Prospectus of which you shall not  previously  have
         been  advised  or to which you or Hunton &  Williams  shall  reasonably
         object; and to prepare and file with the Commission, promptly upon your
         reasonable request,  any amendment to the Registration  Statement,  any
         Rule 462(b)  Registration  Statement or any  amendment or supplement to
         the Prospectus  which may be necessary or advisable in connection  with
         the  distribution of the Securities by you, and to use its best efforts
         to cause the same to become  promptly  effective.  If  applicable,  the
         Prospectus and any amendments or supplements  thereto  furnished to the
         Underwriter will be identical to the electronically  transmitted copies
         thereof  filed with the  Commission  pursuant  to EDGAR,  except to the
         extent permitted by Regulation S-T, as promulgated by the Commission.

                  (e) Prior to 10:00  A.M.,  New York City  time,  on the second
         business day after the date hereof and from time to time thereafter for
         such  period as in the  opinion of Hunton & Williams  a  Prospectus  is
         required  by  law to be  delivered  in  connection  with  sales  by the
         Underwriter or a dealer,  to furnish to the  Underwriter and any dealer
         as many copies of the Prospectus (and of any amendment or supplement to
         the Prospectus) and any documents  incorporated therein by reference as
         the Underwriter or such dealer may reasonably request.

                  (f) If,  during the period  specified in paragraph  (e) above,
         any event shall occur as a result of which,  in the opinion of Hunton &
         Williams, it becomes necessary to amend or supplement the Prospectus in
         order to make the statements therein, in the light of the circumstances
         existing  when  the  Prospectus  is  delivered  to  a  purchaser,   not
         misleading, or if it is necessary to amend or supplement the Prospectus
         to  comply  with any  law,  forthwith  to  prepare  and  file  with the
         Commission an appropriate  amendment or supplement to the Prospectus so
         that the statements in the Prospectus,  as so amended or  supplemented,
         will not in the light of the circumstances when it is so delivered,  be
         misleading,  or so that the Prospectus will comply with applicable law,
         and to  furnish  to the  Underwriter  and to such  dealers as you shall
         specify,  such  number of copies  thereof  as the  Underwriter  or such
         dealers may reasonably request.

                  (g) Prior to any public  offering  of the  Securities,  (i) to
         cooperate  with you and Hunton & Williams (or such other local  counsel
         as may be  designated by


                                       4
<PAGE>

         you) in  connection  with  the  registration  or  qualification  of the
         Securities for offer and sale by the  Underwriter  and by dealers under
         the state securities,  Blue Sky or real estate syndication laws of such
         jurisdictions as you may request,  (ii) to continue such  qualification
         in effect so long as required for distribution of the Securities, (iii)
         to file such  consents to service of process or other  documents as may
         be necessary in order to effect such  registration or qualification and
         (iv) to cooperate with you and Hunton & Williams in connection with the
         review of the  offering of the  Securities  contemplated  hereby by the
         National Association of Securities Dealers, Inc. ("NASD").

                  (h) To make  generally  available  to the  Company's  security
         holders as soon as reasonably practicable but not later than sixty (60)
         days after the close of the period covered thereby (or ninety (90) days
         in the  event the  close of such  period is the close of the  Company's
         fiscal  year),  an  earnings  statement  (in  form  complying  with the
         provisions  of Rule 158  under the Act)  covering  a period of at least
         twelve  (12)  months  after  the  effective  date  of the  Registration
         Statement (but in no event commencing later than ninety (90) days after
         such date) which shall  satisfy the  provisions of Section 11(a) of the
         Act, and, if required by Rule 158 of the Act, to file such statement as
         an  exhibit to the next  periodic  report  required  to be filed by the
         Company  under the Exchange Act covering the period when such  earnings
         statement is released.

                  (i) During  the  period of five  years  after the date of this
         Agreement,  (i) to mail as soon as reasonably practicable after the end
         of each fiscal year to the record holders of the Securities a financial
         report of the Company and its  subsidiaries,  if any, on a consolidated
         basis   (and  a  similar   financial   report  of  all   unconsolidated
         subsidiaries,  if  any),  all  such  financial  reports  to  include  a
         consolidated balance sheet, a consolidated  statement of operations,  a
         consolidated  statement of cash flows and a  consolidated  statement of
         shareholders'  equity  as of the  end  of and  for  such  fiscal  year,
         together  with  comparable  information  as of the  end of and  for the
         preceding year, certified by independent  certified public accountants,
         and (ii) to make generally  available as soon as practicable  after the
         end of each quarterly  period (except for the last quarterly  period of
         each fiscal year) to such holders,  a  consolidated  balance  sheet,  a
         consolidated  statement of operations and a  consolidated  statement of
         cash  flows  (and  similar  financial  reports  of  all  unconsolidated
         subsidiaries, if any) as of the end of and for such period, and for the
         period from the  beginning of such year to the close of such  quarterly
         period,  together with  comparable  information  for the  corresponding
         periods of the preceding year.

                  (j) During the period referred to in paragraph (i), to furnish
         to you as soon as  available  a copy of each  report or other  publicly
         available  information of the Company mailed to its security holders or
         filed with the Commission and such other publicly available information
         concerning  the  Company  and  its  subsidiaries,  if  any,  as you may
         reasonably request.


                                       5
<PAGE>

                  (k) During the period  when the  Prospectus  is required to be
         delivered under the Act or the Exchange Act in connection with sales of
         the Securities,  to file all documents  required to be filed by it with
         the  Commission  pursuant to Section 13, 14 or 15 of the  Exchange  Act
         within the time periods required by the Exchange Act.

                  (l) To pay (i) all costs, expenses, fees and taxes incident to
         the preparation, printing, filing and distribution under the Act of the
         Registration  Statement  (including financial statements and exhibits),
         if any, all documents  incorporated  or to be incorporated by reference
         therein,  and all amendments and supplements to any of them prior to or
         during  the  period  specified  in  paragraph  (e),  (ii) all costs and
         expenses  in   connection   with  the  printing  and  delivery  of  the
         Prospectus, and all amendments or supplements thereto during the period
         specified in paragraph (e), (iii) all costs and expenses related to the
         transfer and delivery of the Securities to the  Underwriter,  including
         any  transfer  or other taxes  payable  thereon,  (iv) all  expenses in
         connection with the registration or qualification of the Securities for
         offer  and  sale  under  the  securities,   Blue  Sky  or  real  estate
         syndication laws of the several states (including in each case the fees
         and  disbursements  of  counsel  for the  Company  or  counsel  for the
         Underwriter   relating  to  such   registration  or  qualification  and
         memoranda  relating  thereto),  (v) all filing fees paid to the NASD in
         connection  with  the  review  and  clearance  of the  offering  of the
         Securities contemplated hereby, (vi) the cost of furnishing such copies
         of the  Registration  Statement,  the Prospectus and all amendments and
         supplements  thereto as may be requested for use in connection with the
         offering or sale of the Securities by the  Underwriter or by dealers to
         whom  Securities  may be sold,  (vii)  the  costs  and  charges  of any
         transfer agent, registrar and or depositary,  including DTC, (viii) any
         fees charged by rating  agencies for the rating of the  Securities  and
         (ix) the fees and expenses of the Trustee and the Trustee's  counsel in
         connection with the Indenture and the Securities.

                  (m) To use its best  efforts  to  qualify  for the year  ended
         December 31, 2002 and to continue to meet the  requirements  to qualify
         as a real estate  investment  trust ("REIT") under the Internal Revenue
         Code  of  1986,  as  amended,   and  the   regulations   and  published
         interpretations thereunder (the "Code").

                  (n) To apply the net  proceeds of the  offering of  Securities
         contemplated  hereby  substantially  in accordance with the description
         set forth under the caption "Use of Proceeds" in the Prospectus.

                  (o) To use its  best  efforts  to do and  perform  all  things
         required or necessary to be done and performed  under this Agreement by
         the  Company  prior to the Closing  Date and to satisfy all  conditions
         precedent to the delivery of the Securities.

                  (p)  During  the  period  beginning  on the  date  hereof  and
         continuing  to and  including  the Closing  Date,  not to offer,  sell,
         contract  to  sell  or  otherwise  transfer  or  dispose  of  any  debt
         securities  of the  Company  or any  warrants,  rights


                                       6
<PAGE>

         or options to purchase or  otherwise  acquire  debt  securities  of the
         Company  substantially  similar to the  Securities  (other than (i) the
         Securities and (ii)  commercial  paper issued in the ordinary course of
         business), without the prior written consent of the Underwriter.

                  (q) Not to  voluntarily  claim,  and to  actively  resist  any
         attempts to claim, the benefit of any usury laws against the holders of
         the Securities.

         6. Representations and Warranties.  The Company represents and warrants
to the Underwriter that:

                  (a) The Company meets the  requirement for use of Form S-3 and
         the  Registration  Statement has been prepared by the Company under the
         provisions of the Act and has been filed with and declared effective by
         the Commission.

                  (b) The  Registration  Statement has become  effective  (other
         than any Rule 462(b) Registration  Statement to be filed by the Company
         after  the   effectiveness   of  this   Agreement);   any  Rule  462(b)
         Registration  Statement filed after the effectiveness of this Agreement
         will become  effective no later than 10:00 P.M., New York City time, on
         the  date  of  this  Agreement;   and  no  stop  order  suspending  the
         effectiveness  of  the  Registration  Statement  is in  effect,  and no
         proceedings  for such purpose are pending  before or  threatened by the
         Commission.

                  (c) (i) Each  document,  if any, filed or to be filed pursuant
         to the Exchange Act and  incorporated  by reference in the  Prospectus,
         complied or will comply when so filed in all material respects with the
         Exchange  Act,  (ii) the  Registration  Statement  (other than any Rule
         462(b)  Registration  Statement  to be filed by the  Company  after the
         effectiveness  of this  Agreement),  when it initially became effective
         and as of the date  hereof,  respectively,  did not  contain any untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or  necessary to make the  statement  therein not
         misleading,  (iii)  the  Registration  Statement  (other  than any Rule
         462(b)  Registration  Statement  to be filed by the  Company  after the
         effectiveness  of this  Agreement)  and the  Prospectus  comply and, as
         amended or  supplemented,  if  applicable,  will comply in all material
         respects  with the Act,  (iv) if the Company is required to file a Rule
         462(b)   Registration   Statement  after  the   effectiveness  of  this
         Agreement,  such Rule 462(b) Registration  Statement and any amendments
         thereto,  when they  become  effective  (A) will not contain any untrue
         statement of a material  fact or omit to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading  and (B) will comply in all material  respects  with the Act
         and (v) the  Prospectus  does not  contain  any untrue  statement  of a
         material  fact or omit to state a material  fact  necessary to make the
         statements  therein, in the light of the circumstances under which they
         were  made,  not  misleading,   except  that  the  representations  and
         warranties  set forth in this  paragraph (c) do not apply to statements
         or omissions in the Registration


                                       7
<PAGE>

         Statement  or the  Prospectus  based upon  information  relating to the
         Underwriter  furnished  to the  Company in  writing by the  Underwriter
         expressly for use therein.

                  (d)  The  Company  has  been  duly  organized  and is  validly
         existing as a real estate  investment  trust in good standing under the
         laws of the State of Maryland  and has the power and  authority  to own
         the  Hotels  owned by it and to lease  such  Hotels  to  others  and to
         conduct its business,  all as described in the Prospectus,  and is duly
         qualified  and in good  standing as a foreign  trust  authorized  to do
         business in each jurisdiction in which such Hotels are located and such
         qualification and  authorization is required,  except where the failure
         to so qualify or be in good standing would not have a material  adverse
         effect on the Company and its subsidiaries taken as a whole.

                  (e) Each subsidiary of the Company has been duly incorporated,
         is validly existing as a corporation, limited liability company or real
         estate investment trust, as the case may be, in good standing under the
         laws of its jurisdiction of incorporation or formation, as the case may
         be, and has the power and  authority  to own the Hotels owned by it and
         to lease such  Hotels to others and to conduct  its  business  as it is
         currently  being  conducted,  and each is duly qualified and is in good
         standing as a foreign  corporation,  limited  liability company or real
         estate  investment trust, as the case may be, authorized to do business
         in each  jurisdiction  in  which  the  nature  of its  business  or its
         ownership or leasing of property  requires such  qualification,  except
         where the failure to so qualify or be in good standing would not have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole.  All of the  outstanding  shares of  capital  stock of, or other
         ownership  interests in, each of the Company's  subsidiaries  have been
         duly   authorized   and   validly   issued   and  are  fully  paid  and
         nonassessable,  and are  owned by the  Company,  free and  clear of any
         security interest,  claim, lien, encumbrance or adverse interest of any
         nature.

                  (f) All of the outstanding  capital shares of the Company have
         been  duly  authorized  and  validly  issued  and are  fully  paid  and
         nonassessable,  and none of such capital shares was issued in violation
         of preemptive or similar rights of any security  holder of the Company.
         There are no  outstanding  subscriptions,  rights,  warrants,  options,
         calls, convertible securities,  commitments of sale or liens related to
         or entitling  any person to purchase or otherwise to acquire any common
         shares  of  beneficial  interest,  par value  $.01 per  share  ("Common
         Shares"),  of, or other  ownership  interest in, the Company  except as
         otherwise disclosed in the Registration Statement.

                  (g) The  Indenture  has been  duly  qualified  under the Trust
         Indenture Act of 1939, as amended (the "Trust  Indenture Act"), and has
         been duly  authorized,  executed and  delivered by the Company and is a
         valid and binding  agreement of the Company,  enforceable in accordance
         with its terms except as (i) the enforceability  thereof may be limited
         by bankruptcy,  insolvency or similar laws affecting  creditors' rights
         generally  and (ii)  rights of  acceleration  and the


                                       8
<PAGE>

         availability  of  equitable   remedies  may  be  limited  by  equitable
         principles of general applicability.

                  (h) The  Securities  have been  duly  authorized  and,  on the
         Closing  Date,  will have been validly  executed  and  delivered by the
         Company.  When the Securities have been executed and  authenticated  in
         accordance  with the  provisions  of the Indenture and delivered to and
         paid  for by the  Underwriter  in  accordance  with  the  terms of this
         Agreement,  the  Securities  will be  entitled  to the  benefits of the
         Indenture  and will be valid and binding  obligations  of the  Company,
         enforceable   in  accordance   with  their  terms  except  as  (i)  the
         enforceability  thereof  may be limited by  bankruptcy,  insolvency  or
         similar laws affecting  creditors'  rights generally and (ii) rights of
         acceleration and the availability of equitable  remedies may be limited
         by equitable principles of general applicability.

                  (i)  The  Securities   conform  to  the  description   thereof
         contained in the Prospectus.

                  (j) The  authorized  capital  of the  Company,  including  the
         Common Shares,  conforms to the  description  thereof  contained in the
         Prospectus (or the documents incorporated therein by reference).

                  (k)  The  Company  and  each  of  its  subsidiaries  is not in
         violation of its  Declaration of Trust,  Certificate of  Incorporation,
         Limited  Liability  Company  Agreement,   or  comparable  documents  of
         organization  or  formation,   or  Bylaws,   or  comparable   governing
         documents,  as the case may be, or in default in the performance of any
         obligation,  agreement or condition  contained in any bond,  debenture,
         note or any other evidence of indebtedness  or in any other  agreement,
         indenture or instrument  material to the conduct of the business of the
         Company and its subsidiaries, taken as a whole, to which the Company or
         any of its  subsidiaries  is a party or by  which  any of them or their
         respective property is bound.

                  (l) This  Agreement  has been duly  authorized,  executed  and
         delivered by the Company and constitutes a valid and binding  agreement
         of the Company,  enforceable  against it in accordance  with its terms,
         except as the  enforceability  thereof  may be  limited  by  applicable
         bankruptcy,   insolvency,   reorganization,    fraudulent   conveyance,
         moratorium  and other laws affecting the  enforceability  of creditor's
         rights and general principles of equity.

                  (m) The execution by the Company or any of its subsidiaries of
         this Agreement, the Indenture and the Securities to which it is a party
         and the delivery by the Company or any of its  subsidiaries of, and the
         performance  by  the  Company  or  any  of  its   subsidiaries  of  its
         obligations  under,  each such document to which it is a party,  as the
         case may be,  and the  consummation  of the  transactions  contemplated
         hereby and thereby will not  contravene any provision of applicable law
         or (i) the Declaration of Trust, Certificate of Incorporation,  Limited
         Liability Company Agreement, or comparable documents of organization


                                       9
<PAGE>

         or formation,  or Bylaws,  or comparable  governing  documents,  of the
         Company  or  any of its  subsidiaries,  (ii)  any  agreement  or  other
         instrument  binding upon the Company or any of its subsidiaries that is
         material  to the  Company and its  subsidiaries,  taken as a whole,  or
         (iii) any judgment, order or decree of any governmental body, agency or
         court having jurisdiction over the Company or any of its subsidiaries.

                  (n) No  consent,  approval,  authorization  or  order  of,  or
         qualification  with,  any  governmental  body or agency and no consent,
         approval or  authorization  of any person other than the Company or any
         of  its  subsidiaries  is  required  for  the  execution,  delivery  or
         performance  by  the  Company  or  any  of  its   subsidiaries  of  its
         obligations  under this  Agreement,  the Indenture or the Securities or
         the consummation of the transactions  contemplated  hereby and thereby,
         except such as may be required  and will be obtained on or prior to the
         Closing Date and such as may be required by the  securities or Blue Sky
         laws  or  real  estate  syndication  laws  of  the  various  states  in
         connection  with the offer and sale of the Securities  and, in the case
         of the performance  thereof,  except as are contemplated by the express
         terms of such documents to occur after the Closing Date.

                  (o) There has not occurred any material adverse change, or any
         development  involving a prospective  material  adverse change,  in the
         condition,  financial  or  otherwise,  or in the  earnings,  affairs or
         business  prospects  of the  Company and its  subsidiaries,  taken as a
         whole, from that set forth in the Prospectus.

                  (p) There are no legal or governmental proceedings pending or,
         to the knowledge of the Company after due inquiry,  threatened to which
         the  Company or any of its  subsidiaries  is a party or to which any of
         the  Hotels  is  subject  that  are  required  to be  described  in the
         Registration  Statement or the  Prospectus  and are not so described or
         any  statutes,  regulations,  contracts  or  other  documents  that are
         required  to  be  described  in  the  Registration   Statement  or  the
         Prospectus  or to be filed as  exhibits to the  Registration  Statement
         that are not described or filed as required.

                  (q)  The  Company  and  each  of  its  subsidiaries  owns,  or
         possesses adequate rights to use, all patents, trademarks, trade names,
         service marks, copyrights,  licenses and other rights necessary for the
         conduct of their respective businesses as described in the Registration
         Statement and in the Prospectus, and neither the Company nor any of its
         subsidiaries  has received any notice of conflict with, or infringement
         of, the  asserted  rights of others with  respect to any such  patents,
         trademarks, trade names, service marks, copyrights,  licenses and other
         such rights  except for  conflicts or  infringements  that,  if proven,
         would  not  have a  material  adverse  effect  on the  Company  and its
         subsidiaries,  taken as a whole, and neither the Company nor any of its
         subsidiaries knows of any basis therefor.

                  (r) The Company and each of its  subsidiaries  has,  and as of
         the Closing Date will have,  all  necessary  consents,  authorizations,
         approvals,  orders,


                                       10
<PAGE>

         certificates,  licenses,  franchises  and permits of and from,  and has
         made, or as of the Closing Date will have made,  all  declarations  and
         filings  with  all  federal,   state,   local  and  other  governmental
         authorities, all self-regulatory organizations and all courts and other
         tribunals  having  jurisdiction  over the  Company  or its  properties,
         necessary to own, lease, license and use its properties and assets, and
         to conduct its  business  in the manner  described  in the  Prospectus,
         except to the extent  that the failure to obtain or file would not have
         a material adverse effect on the Company and its subsidiaries, taken as
         a whole.

                  (s) To the best  knowledge of the Company,  each lessee of the
         Hotels  has,  and  as of the  Closing  Date  will  have,  all  permits,
         licenses,  approvals,  certificates,  franchises and  authorizations of
         governmental  or  regulatory   authorities   ("Approvals")  as  may  be
         necessary  to  lease,  operate  or  manage  the  Hotels  in the  manner
         described  in or  contemplated  by the  Prospectus,  except  for  those
         Approvals the absence of which would not have a material adverse effect
         on the Company and its subsidiaries, taken as a whole.

                  (t)  The   Company   has   received   and   reviewed   certain
         environmental  reports on each Hotel's  property,  has obtained certain
         representations and warranties  relating to environmental  matters from
         the sellers of the Hotels set forth in purchase agreements therefor and
         has conducted physical inspections of each Hotel's property.  Except as
         described in the  Prospectus,  (i) the Company,  and, to its knowledge,
         each  Hotel's  property,  is,  and as of the  Closing  Date will be, in
         compliance  with all  applicable  federal,  state  and  local  laws and
         regulations  relating to the protection of human health and safety, the
         environment,  hazardous  toxic  substances  and wastes,  pollutants and
         contaminants  ("Environmental  Laws"),  (ii) the  Company,  or,  to its
         knowledge,  its lessees have  received,  or as of the Closing Date will
         receive,  all  permits,  licenses  or other  approvals  required  under
         applicable   Environmental   Laws  to  conduct  the  respective   hotel
         businesses  presently  conducted at each Hotel's property and (iii) the
         Company or, to its  knowledge,  its  lessees  are, or as of the Closing
         Date will be, in compliance  with all terms and  conditions of any such
         permit,  license or approval,  except,  in respect of clauses (i), (ii)
         and (iii),  as otherwise  disclosed in the  Prospectus or as would not,
         singly  or in the  aggregate,  have a  material  adverse  effect on the
         Company and its subsidiaries, taken as a whole.

                  (u) To the best knowledge of the Company,  except as described
         in the  Prospectus,  there are no costs or liabilities  associated with
         Environmental  Laws  (including,  without  limitation,  any  capital or
         operating expenditures required for clean-up, remediation or closure of
         properties  or  compliance  with  Environmental  Laws and any potential
         liabilities to third parties) that, as of the date hereof, would, or as
         of the Closing Date will,  singly or in the aggregate,  have a material
         adverse effect on the Company and its subsidiaries, taken as a whole.

                  (v) The Company has received and reviewed  engineering reports
         on each Hotel's  property,  has obtained  certain  representations  and
         warranties  from the  sellers  of the  Hotels  set  forth  in  purchase
         agreements  therefor and has


                                       11
<PAGE>

         conducted physical inspections of each Hotel's property.  In respect of
         each  Hotel,  (i) each  Hotel  is not in  violation  of any  applicable
         building  code,  zoning  ordinance or other law or  regulation,  except
         where such violation of any applicable  building code, zoning ordinance
         or other law or regulation would not, singly or in the aggregate,  have
         a material adverse effect on the Company and its subsidiaries, taken as
         a whole;  (ii) the  Company  has not  received  notice of any  proposed
         material special assessment or any proposed change in any property tax,
         zoning or land use laws or  availability  of water  affecting any Hotel
         that would have, singly or in the aggregate,  a material adverse effect
         on the Company and its subsidiaries,  taken as a whole; (iii) except as
         disclosed  in  the  Prospectus,  there  does  not  exist  any  material
         violation of any declaration of covenants,  conditions and restrictions
         with respect to any Hotel that would have,  singly or in the aggregate,
         a material adverse effect on the Company and its subsidiaries, taken as
         a whole, or any state of facts or  circumstances  or condition or event
         which  could,  with the giving of notice or  passage of time,  or both,
         constitute such a violation;  and (iv) the improvements  comprising any
         portion  of each  Hotel  (the  "Improvements")  are free of any and all
         material  physical,  mechanical,  structural,  design and  construction
         defects that would have, singly or in the aggregate, a material adverse
         effect on the  Company and its  subsidiaries,  taken as a whole and the
         mechanical,  electrical and utility systems  servicing the Improvements
         (including,  without limitation,  all water, electric, sewer, plumbing,
         heating,  ventilation,  gas and air conditioning) are in good condition
         and  proper  working  order and are free of defects  that  would  have,
         singly or in the  aggregate,  a material  adverse effect on the Company
         and its subsidiaries, taken as a whole.

                  (w) Subsequent to the respective  dates as of which  financial
         information is given in the Registration  Statement and the Prospectus,
         (i) the Company and each subsidiary of the Company has not incurred any
         material  liability or obligation,  direct or  contingent,  nor entered
         into any material  transaction  not in the ordinary course of business,
         (ii)  the  Company  has not  purchased  any of its  outstanding  Common
         Shares,  nor has it declared,  paid or  otherwise  made any dividend or
         distribution  of any kind on its Common  Shares,  except as  previously
         publicly  announced  by the  Company  and (iii)  there has not been any
         material  change in the capital,  short-term  debt or long-term debt of
         the Company, except, in respect of clauses (i), (ii) or (iii) above, as
         described in or contemplated by the Prospectus.

                  (x) (i) As of the  Closing  Date,  the Company and each of its
         subsidiaries  will have good and marketable  title in fee simple to all
         real property (or good and marketable  leasehold interests with respect
         to the real property ground leased by the Company or its  subsidiaries)
         and good and  marketable  title to all personal  property then owned by
         them,  in each  case  free and  clear of all  liens,  encumbrances  and
         defects,  except (x) leases  providing  for the lease by the Company of
         the Hotels to various tenants as described in the Prospectus,  (y) such
         as would not have a  material  adverse  effect on the  Company  and its
         subsidiaries,  taken as a whole or (z) in the case of personal property
         located at certain  Hotels,  such as are  subject  to  equipment  lease
         financing  arrangements  which have been


                                       12
<PAGE>

         entered into in the  ordinary  course of business and have an aggregate
         outstanding balance not in excess of $1 million; and (ii) real property
         held under ground lease by the Company or any  subsidiary is, and as of
         the  Closing  Date  will be,  held by it under  valid,  subsisting  and
         enforceable  ground  leases  with such  exceptions  as would not have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole.

                  (y) The Company and its Hotels are, and as of the Closing Date
         will be, insured in the manner  described in the Prospectus by insurers
         of recognized  financial  responsibility  against such losses and risks
         and in such  amounts as are  customary in the  businesses  in which the
         Company is engaged and proposes to engage and the Company has no reason
         to believe that it will not be able to renew such insurance coverage as
         and when such coverage  expires or to obtain similar coverage as may be
         necessary to continue its business at economically viable rates.

                  (z) The assets of the Company do not constitute, and as of the
         Closing  Date will not  constitute,  "plan  assets"  under the Employee
         Retirement Income Security Act of 1974, as amended.

                  (aa) All  material  tax  returns  required  to be filed by the
         Company  and each of its  subsidiaries  in any  jurisdiction  have been
         timely filed,  other than those filings being  contested in good faith,
         and all material  taxes,  including  withholding  taxes,  penalties and
         interest,  assessments,  fees and other  charges  due  pursuant to such
         returns or pursuant to any assessment received by the Company or any of
         its  subsidiaries  have been paid,  other than those being contested in
         good faith and for which adequate reserves have been provided.

                  (bb)  Commencing with the taxable year ended December 31, 1995
         and through the date  hereof,  the Company has been and is organized in
         conformity with the requirements for  qualification as a REIT under the
         Code,  and its actual and proposed  method of operation has enabled and
         will enable it to meet the requirements for  qualification and taxation
         as a REIT under the Code.  No  transaction  or other event has occurred
         which  would  cause the Company to not be able to qualify as a REIT for
         its current taxable year or future taxable years.

                  (cc)  Except  as  provided  by this  Agreement,  there  are no
         contracts,  agreements  or  understandings  between the Company and any
         person that would give rise to a valid claim against the Company or the
         Underwriter  for a  brokerage  commission,  finder's  fee or other like
         payment  with  respect  to  the   consummation   of  the   transactions
         contemplated by this Agreement.

                  (dd) The  financial  statements  of the  Company  and,  to the
         Company's   knowledge,   the  financial  statements  and  schedules  of
         portfolios  of  certain  Hotels and  lessees  (consisting  of  separate
         financial  statements for HMH HPT  Courtyard,  LLC and CCMH Courtyard I
         LLC), included in the Registration  Statement and the Prospectus fairly
         present the financial position of the Company and the


                                       13
<PAGE>

         applicable  Hotels or lessees (as set forth in such separate  financial
         statements),  respectively, and their results of operations and changes
         in  financial  condition,  respectively,  as of the dates  and  periods
         therein specified. Such financial statements of the Company and, to the
         Company's  knowledge,  such financial  statements and schedules of such
         Hotels and lessees, have been prepared in accordance with United States
         generally   accepted   accounting   principles   consistently   applied
         throughout the periods  involved  (except as otherwise  noted therein).
         The  unaudited  pro  forma   financial   statements   included  in  the
         Registration  Statement  and  the  Prospectus,  if any,  comply  in all
         material respects with the applicable  accounting  requirements of Rule
         11-02 of Regulation S-X promulgated by the Commission and the pro forma
         adjustments have been properly applied to the historical amounts in the
         compilation of that data.

                  (ee) The Company and/or its subsidiaries,  as applicable,  has
         obtained an ALTA Extended Coverage Owner's Policy of Title Insurance or
         its local  equivalent  (or an  irrevocable  commitment  to issue such a
         policy) on all of the Hotels  owned by the Company or its  subsidiaries
         and such title insurance is in full force and effect.

                  (ff) Except as otherwise  disclosed in the  Prospectus,  since
         the  respective  dates  as  of  which   information  is  given  in  the
         Prospectus,  there has been no material adverse change in the business,
         operations,  earnings, prospects, properties or condition (financial or
         otherwise) of REIT Management & Research, LLC (the "Advisor"),  whether
         or not arising in the ordinary  course of  business,  that would have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole.  The  Advisory  Agreement,  dated as of January  1,  1998,  (the
         "Advisory  Agreement"),  between the Company and the Advisor,  has been
         duly  authorized,  executed and  delivered  by the parties  thereto and
         constitutes the valid agreement of the parties thereto,  enforceable in
         accordance with its terms, except as (i) the enforceability thereof may
         be  limited  by  bankruptcy,   insolvency  or  similar  laws  affecting
         creditors'  rights  generally and (ii) rights of  acceleration  and the
         availability  of  equitable   remedies  may  be  limited  by  equitable
         principles of general applicability.

                  (gg)  On  the  Closing   Date,   the  Company   will  have  no
         indebtedness  for money  borrowed  except  (i) the  Securities  and $50
         million of the  Company's  previously  issued  9.125%  Senior Notes due
         2010,  (ii) the Company's 8 1/2% Monthly  Income Senior Notes due 2009,
         (iii) the Company's 8 1/4% Monthly  Income Senior Notes due 2005,  (iv)
         the Company's 7.00% Senior Notes due 2008, (v) $98 million  outstanding
         under  the  Company's  revolving  credit  facility  and (vi)  equipment
         financing  arrangements  in respect  of  personal  property  located at
         certain  Hotels which have been entered into in the ordinary  course of
         business and have an aggregate  outstanding balance not in excess of $1
         million.

                  (hh)  The   accountants   who  have  certified  the  financial
         statements  of  the  Company  and  its  subsidiaries  included  in  the
         Registration  Statement and in the


                                       14
<PAGE>

         Prospectus were at the time of such  certifications  independent public
         accountants with respect to the Company as required by the Act.

                  (ii) The Company is not an  "investment  company" or a company
         "controlled"  by an  "investment  company"  within  the  meaning of the
         Investment Company Act of 1940, as amended.

                  (jj) No holder of any security of the Company has any right to
         require  registration  of Common  Shares or any other  security  of the
         Company.

                  (kk)  Except  as  disclosed  in the  Prospectus,  there are no
         business  relationships  or related party  transactions  required to be
         disclosed  therein by Item 404 of  Regulation  S-K  promulgated  by the
         Commission.

                  (ll)   No   "nationally    recognized    statistical    rating
         organization"  as such term is defined for  purposes of Rule  436(g)(2)
         under the Act has indicated to the Company that it is  considering  (i)
         the  downgrading,  suspension  or  withdrawal  of, or any  review for a
         possible  change that does not indicate  the  direction of the possible
         change in, any rating  assigned to the Company or any securities of the
         Company or (ii) any change in the outlook for any rating of the Company
         or any securities of the Company.

         7.  Indemnification.  (a) The  Company  agrees  to  indemnify  and hold
harmless the Underwriter  and each person,  if any, who controls the Underwriter
within the meaning of Section 15 of the Act or Section 20 of the  Exchange  Act,
from and against any and all losses, claims, damages,  liabilities and judgments
caused by any untrue  statement or alleged  untrue  statement of a material fact
contained  in the  Registration  Statement  or the  Prospectus  (as  amended  or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto) or any  preliminary  prospectus,  or caused by any  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  except insofar as such
losses, claims, damages,  liabilities or judgments are caused by any such untrue
statement  or  omission  or alleged  untrue  statement  or  omission  based upon
information  relating to the Underwriter  furnished in writing to the Company by
or on behalf of the  Underwriter  expressly  for use therein;  provided that the
foregoing  indemnity with respect to any preliminary  prospectus shall not inure
to the benefit of the Underwriter  (or to the benefit of any person  controlling
the  Underwriter)  from  whom the  person  asserting  any such  losses,  claims,
damages,  liabilities  or  judgments  purchased  the  Securities  if such untrue
statement  or  omission or alleged  untrue  statement  or omission  made in such
preliminary prospectus is eliminated or remedied in the Prospectus and copies of
the  Prospectus  were timely  delivered to the  Underwriter  in accordance  with
Section 5 hereof and a copy of the  Prospectus  shall not have been furnished to
such  person  at or  prior  to the  written  confirmation  of the  sale  of such
Securities to such person.

                  (b)  In  case  any  action   shall  be  brought   against  the
         Underwriter or any person  controlling the Underwriter,  based upon any
         preliminary prospectus, the Registration Statement or the Prospectus or
         any amendment or supplement thereto


                                       15
<PAGE>

         and with respect to which  indemnity may be sought against the Company,
         the  Underwriter  shall promptly  notify the Company in writing and the
         Company shall assume the defense  thereof,  including the employment of
         counsel  reasonably  satisfactory to such indemnified party and payment
         of all fees  and  expenses.  The  Underwriter  or any such  controlling
         person  shall  have the right to employ  separate  counsel  in any such
         action  and  participate  in the  defense  thereof,  but the  fees  and
         expenses of such counsel shall be at the expense of the  Underwriter or
         such controlling person unless (i) the employment of such counsel shall
         have been specifically  authorized in writing by the Company,  (ii) the
         Company  shall have failed to assume the defense and employ  counsel or
         (iii) the named  parties to any such action  (including  any  impleaded
         parties)  include both the Underwriter or such  controlling  person and
         the Company and the Underwriter or such  controlling  person shall have
         been  advised  by such  counsel  that  there  may be one or more  legal
         defenses  available to it which are  different  from or  additional  to
         those  available  to the Company  (in which case the Company  shall not
         have the right to assume the  defense  of such  action on behalf of the
         Underwriter or such controlling  person, it being understood,  however,
         that the Company shall not, in  connection  with any one such action or
         separate  but  substantially  similar  or  related  actions in the same
         jurisdiction   arising  out  of  the  same   general   allegations   or
         circumstances,  be liable  for the fees and  expenses  of more than one
         separate firm of attorneys  (in addition to any local  counsel) for the
         Underwriter and controlling persons,  which firm shall be designated in
         writing  by  Wachovia  Securities,  Inc.  and that  all  such  fees and
         expenses shall be reimbursed as they are  incurred).  The Company shall
         not be liable for any  settlement of any such action  effected  without
         its  written  consent but if settled  with the  written  consent of the
         Company,  the  Company  agrees  to  indemnify  and  hold  harmless  the
         Underwriter and any such  controlling  person from and against any loss
         or  liability  by  reason  of  such  settlement.   Notwithstanding  the
         immediately  preceding  sentence,  if in any  case  where  the fees and
         expenses of counsel are at the expense of the indemnifying party and an
         indemnified  party  shall  have  requested  the  indemnifying  party to
         reimburse the  indemnified  party for such fees and expenses of counsel
         as incurred, such indemnifying party agrees that it shall be liable for
         any settlement of any action  effected  without its written  consent if
         (i) such  settlement  is entered into more than ten business days after
         the receipt by such  indemnifying  party of the  aforesaid  request and
         (ii)  such  indemnifying  party  shall  have  failed to  reimburse  the
         indemnified  party in  accordance  with such request for  reimbursement
         prior to the date of such  settlement.  No  indemnifying  party  shall,
         without the prior written consent of the indemnified party,  effect any
         settlement of any pending or threatened  proceeding in respect of which
         any indemnified party is or could have been a party and indemnity could
         have been  sought  hereunder  by such  indemnified  party,  unless such
         settlement includes an unconditional  release of such indemnified party
         from all  liability  on  claims  that are the  subject  matter  of such
         proceeding.

                  (c) The Underwriter  agrees to indemnify and hold harmless the
         Company  and  its  trustees  or  officers  who  sign  the  Registration
         Statement (or any person named in the Registration  Statement as having
         agreed to become a trustee


                                       16
<PAGE>

         of the  Company)  and any person  controlling  the  Company  within the
         meaning of Section 15 of the Act or Section 20 of the Exchange  Act, to
         the same  extent as the  foregoing  indemnity  from the  Company to the
         Underwriter  but only with  reference  to  information  relating to the
         Underwriter  furnished  in writing  by or on behalf of the  Underwriter
         expressly for use in the Registration Statement,  the Prospectus or any
         preliminary prospectus. In case any action shall be brought against the
         Company,  its  trustees  (or a named  proposed  trustee) or officers or
         persons  controlling the Company based on the  Registration  Statement,
         the  Prospectus or any  preliminary  prospectus and in respect of which
         indemnity may be sought against the Underwriter,  the Underwriter shall
         have the rights and duties  given to the  Company  (except  that if the
         Company shall have assumed the defense thereof,  the Underwriter  shall
         not be required to do so, but may employ  separate  counsel therein and
         participate  in the defense  thereof but the fees and  expenses of such
         counsel shall be at the expense of the  Underwriter),  and the Company,
         its  trustees  (or a named  proposed  trustee) or officers  and persons
         controlling  the Company  shall have the rights and duties given to the
         Underwriter, by Section 7(b) hereof.

                  (d) If the  indemnification  provided for in this Section 7 is
         unavailable to an indemnified  party in respect of any losses,  claims,
         damages,  liabilities  or  judgments  referred  to  therein,  then each
         indemnifying  party, in lieu of indemnifying  such  indemnified  party,
         shall  contribute  to the amount  paid or  payable by such  indemnified
         party as a result of such  losses,  claims,  damages,  liabilities  and
         judgments  (i) in such  proportion  as is  appropriate  to reflect  the
         relative  benefits  received  by the  Company  on the one  hand and the
         Underwriter  on the other hand from the offering of the  Securities  or
         (ii) if the allocation provided by clause (i) above is not permitted by
         applicable  law, in such  proportion as is  appropriate  to reflect not
         only the relative benefits referred to in clause (i) above but also the
         relative fault of the Company and the  Underwriter  in connection  with
         the  statements  or omissions  which  resulted in such losses,  claims,
         damages,  liabilities  or  judgments,  as  well as any  other  relevant
         equitable considerations. The relative benefits received by the Company
         and the Underwriter shall be deemed to be in the same proportion as the
         total  net  proceeds  from the  offering  (before  deducting  expenses)
         received  by the  Company,  and the total  underwriting  discounts  and
         commissions received by the Underwriter, bear to the total price to the
         public of the  Securities.  The  relative  fault of the Company and the
         Underwriter  shall be  determined  by reference to, among other things,
         whether the untrue or alleged  untrue  statement of a material  fact or
         the omission to state a material fact relates to  information  supplied
         by the Company or the  Underwriter  and the parties'  relative  intent,
         knowledge,  access to information and opportunity to correct or prevent
         such statement or omission.

         The  Company  and the  Underwriter  agree that it would not be just and
equitable if  contribution  pursuant to this Section 7(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or


                                       17
<PAGE>

judgments referred to in the immediately  preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.

         Notwithstanding the provisions of this Section 7, the Underwriter shall
not be  required to  contribute  any amount in excess of the amount by which the
total price at which the Securities  underwritten  by it and  distributed to the
public were  offered to the public  exceeds the amount of any damages  which the
Underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

         8.  Conditions  of  Underwriter's  Obligations.  The  obligation of the
Underwriter  to purchase the  Securities  under this Agreement is subject to the
satisfaction of each of the following conditions:

                  (a)  All the  representations  and  warranties  set  forth  in
         Section 6 of this  Agreement  shall be true and  correct on the Closing
         Date with the same force and effect as if made on and as of the Closing
         Date.

                  (b)  At  the  Closing  Date  no  stop  order   suspending  the
         effectiveness of the Registration  Statement shall have been issued and
         no  proceedings  for that purpose shall have been commenced or shall be
         pending before or contemplated  by the  Commission;  and the Prospectus
         and any amendment or supplement  thereto shall have been filed with the
         Commission  in the manner and within the time  period  required by Rule
         424(b) under the Act.

                  (c) (i) Since the date of the latest balance sheet included in
         the  Registration  Statement and the  Prospectus,  there shall not have
         been any  material  adverse  change,  or any  development  involving  a
         prospective  material  adverse change,  in the condition,  financial or
         otherwise, or in the earnings,  affairs or business prospects,  whether
         or not arising in the ordinary course of business, of the Company; (ii)
         since the date of the latest balance sheet included in the Registration
         Statement  and  the   Prospectus   (exclusive  of  any   amendments  or
         supplements  thereto  subsequent to the date of this Agreement),  there
         shall  not  have  been  any  change,  or any  development  involving  a
         prospective material adverse change, in the capital or in the long-term
         debt of the Company from that set forth in the  Registration  Statement
         and the Prospectus;  (iii) the Company and its subsidiaries  shall have
         no liability or obligation,  direct or contingent, which is material to
         the Company and its  subsidiaries,  taken as a whole,  other than those
         reflected in the Registration  Statement and the Prospectus  (exclusive
         of any amendments or supplements thereto subsequent to the date of this
         Agreement); (iv) since the date of the latest balance sheet included in
         the Registration Statement and the Prospectus, none of the Hotels owned
         by the Company as of the Closing Date shall have sustained any material
         loss or casualty due to fire,


                                       18
<PAGE>

         flood,  earthquake,  hurricane,  tornado,  accident or other  calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental  action,  order or decree;  and (v) on the Closing Date
         you shall have received a certificate dated the Closing Date, signed by
         the President and Chief  Financial  Officer of the Company,  confirming
         the  matters  set forth in  paragraphs  (a),  (b),  (c) and (j) of this
         Section 8 and that the Company has complied with all of the  agreements
         and satisfied all of the conditions herein contained and required to be
         complied  with or  satisfied  by the Company on or prior to the Closing
         Date.

                  (d) You shall have  received  on the  Closing  Date an opinion
         (satisfactory  to you and  counsel  for  the  Underwriter),  dated  the
         Closing Date, of Sullivan & Worcester LLP, counsel for the Company,  to
         the effect that:

                           (i) the  Company is a real  estate  investment  trust
                  duly  formed and validly  existing  under and by virtue of the
                  laws of the State of Maryland and is in good standing with the
                  State Department of Assessments and Taxation of Maryland, with
                  trust power to acquire  and own the Hotels  owned by it and to
                  lease such  Hotels to others and to conduct its  business,  in
                  all material respects as described in the Prospectus;  each of
                  the  Company and its  subsidiaries  is  qualified  to transact
                  business and is in good standing as a foreign  corporation  or
                  trust  in  the  jurisdictions  listed  beside  its  name  on a
                  schedule attached to such opinion.

                           (ii)  each of the  Company's  subsidiaries  listed on
                  Schedule A hereto (the "Material  Subsidiaries") has been duly
                  organized  or  formed  and  is  validly   existing  (A)  as  a
                  corporation  in good  standing  under the laws of the State of
                  Delaware  or (B) as a real  estate  investment  trust  in good
                  standing  under  and by  virtue  of the  laws of the  State of
                  Maryland,  as the case may be, and has the corporate power and
                  authority,  or trust power and authority,  as the case may be,
                  to own the  Hotels  owned by it and to lease  such  Hotels  to
                  others and to conduct its business,  in all material  respects
                  as described in the Prospectus;

                           (iii) all of the outstanding  shares of capital stock
                  or  beneficial  interests,  as the case may be, of each of the
                  Company's  subsidiaries have been duly and validly  authorized
                  and issued and are fully paid and nonassessable, and are owned
                  by the  Company,  free  and  clear of any  security  interest,
                  claim,  lien,  encumbrance  or adverse  interest of any nature
                  within the meaning of Article 8 of the  Massachusetts  Uniform
                  Commercial Code;

                           (iv) the Securities  have been duly authorized by all
                  necessary trust action,  and, when executed and  authenticated
                  in  accordance  with  the  provisions  of  the  Indenture  and
                  delivered  to and paid for by the  Underwriter  in  accordance
                  with the  terms of this  Agreement,  will be  entitled  to the
                  benefits  of the  Indenture  and  will be  valid  and  binding


                                       19
<PAGE>

                  obligations  of the Company,  enforceable  in accordance  with
                  their terms,  except as (A) the enforceability  thereof may be
                  limited by  bankruptcy,  insolvency or similar laws  affecting
                  creditors' rights generally and (B) rights of acceleration and
                  the  availability  of  equitable  remedies  may be  limited by
                  equitable principles of general applicability.

                           (v) all of the issued and  outstanding  Common Shares
                  have been duly  authorized  and  validly  issued and are fully
                  paid,  nonassessable  and not  subject  to any  preemptive  or
                  similar rights;

                           (vi)   except   as   otherwise   disclosed   in   the
                  Registration   Statement,   the  Company  has  no  outstanding
                  Preferred Shares of Beneficial Interest;

                           (vii) to the best of such counsel's knowledge,  there
                  are no outstanding subscriptions,  rights, warrants,  options,
                  calls,  convertible  securities,  commitments of sale or liens
                  related to or entitling any person to purchase or otherwise to
                  acquire any Common Shares of, or other ownership  interest in,
                  the Company except as otherwise  disclosed in the Registration
                  Statement;

                           (viii) the  Indenture has been duly  qualified  under
                  the Trust Indenture Act and has been duly authorized, executed
                  and  delivered  by the  Company  and is a  valid  and  binding
                  agreement of the Company,  enforceable in accordance  with its
                  terms, except as (A) the enforceability thereof may be limited
                  by bankruptcy, insolvency or similar laws affecting creditors'
                  rights  generally  and  (B)  rights  of  acceleration  and the
                  availability of equitable remedies may be limited by equitable
                  principles of general applicability;

                           (ix) the authorized shares of beneficial  interest of
                  the Company,  including the Common Shares, conform as to legal
                  matters in all material  respects to the  description  thereof
                  contained in the  Prospectus  (or the  documents  incorporated
                  therein by reference);

                           (x)   the   statements   under   the   captions   (A)
                  "Summary-the Notes," "Description of the Notes," "Experts" and
                  "Underwriting"   in  the   Prospectus   Supplement   and   (B)
                  "Description  of  Debt  Securities,"  "Description  of  Common
                  Shares,"  "Description of Preferred  Shares,"  "Description of
                  Depositary  Shares,"  "Description  of Certain  Provisions  of
                  Maryland Law and of Our  Declaration  of Trust and Bylaws" and
                  in the Prospectus, as of the date of the Prospectus; and "Part
                  I. Item 2.  Management's  Discussion and Analysis of Financial
                  Condition  and  Results of  Operations"  and "Part II. Item 2.
                  Changes in  Securities  and Use of Proceeds" in the  Company's
                  Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  2002, "Certain  Relationships and Related Transactions" in the
                  Company's Proxy  Statement  relating to the May 7, 2002 Annual
                  Meeting of  Shareholders  (incorporated  by  reference  in the


                                       20
<PAGE>

                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  December  31,  2001 (the  "Form  10-K"));  and "Items 1 and 2.
                  Business and Properties-The  Company" and "-Principal Lease or
                  Management  Features," "Item 5. Market For Registrant's Common
                  Equity and Related Shareholder Matters," "Item 7. Management's
                  Discussion and Analysis of Financial  Condition and Results of
                  Operations"  in the Form 10-K,  in each case as of the date of
                  filing of such document,  in each case insofar as they purport
                  to summarize  matters arising under  Massachusetts or Maryland
                  law or the federal law of the United States,  or provisions of
                  documents  to  which  the  Company  is  a  party  specifically
                  referred  to therein,  are  accurate  summaries  of such legal
                  matters or provisions.

                           (xi) the  statements  under  the  captions  "Material
                  Federal   Income  Tax   Considerations"   in  the   Prospectus
                  Supplement,  as of the date of the Prospectus Supplement,  and
                  "Items 1 and 2.  Business  and  Properties-Federal  Income Tax
                  Considerations"  in the Form 10-K, as of the date of filing of
                  the  Form  10-K,  in each  case  insofar  as they  purport  to
                  summarize matters arising under  Massachusetts or Maryland law
                  or the  federal law of the United  States,  or  provisions  of
                  documents  to  which  the  Company  is  a  party  specifically
                  referred  to therein,  are  accurate  summaries  of such legal
                  matters or provisions.

                           (xii) the Registration Statement has become effective
                  under the Act, the  Prospectus  was filed with the  Commission
                  pursuant  to  Rule  424  within  the  applicable  time  period
                  prescribed  by Rule  424 and,  to the  best of such  counsel's
                  knowledge,  no stop order suspending the  effectiveness of the
                  Registration  Statement has been issued and no proceedings for
                  that purpose are, to the  knowledge of such  counsel,  pending
                  before or contemplated by the Commission;

                           (xiii) to such counsel's  knowledge,  the Company and
                  each of its Material  Subsidiaries  is not in violation of its
                  Declaration  of  Trust or  Certificate  of  Incorporation,  as
                  applicable,  or its Bylaws  and,  the  Company and each of its
                  Material  Subsidiaries is not in default in the performance of
                  any obligation,  agreement or condition contained in any bond,
                  debenture,  note or any other evidence of  indebtedness  or in
                  any other agreement,  indenture or instrument  material to the
                  conduct  of the  business  of the  Company  and  its  Material
                  Subsidiaries, taken as a whole, to which the Company or any of
                  its Material  Subsidiaries  is a party or by which any of them
                  or their respective property is bound;

                           (xiv)  Neither  the offer,  sale or  delivery  of the
                  Notes,  the execution,  delivery or performance by the Company
                  of  its  obligations  under  the  Notes,  the  Indenture,  the
                  Supplemental Indenture and this Agreement or compliance by the
                  Company  with the  provisions  thereby (A)  conflicts  or will
                  conflict or constitutes  or will  constitute a breach of, or a
                  default under,  (1) the Declaration of Trust or Certificate of


                                       21
<PAGE>

                  Incorporation,  or  comparable  documents of  organization  or
                  formation or Bylaws or comparable  governing  documents of the
                  Company  or its  Material  Subsidiaries  or (2)  any  material
                  agreement,  indenture,  lease or other instrument to which the
                  Company or its  Material  Subsidiaries  is a party or by which
                  the Company or its Material  Subsidiaries or any properties of
                  the Company or its subsidiaries is bound that is an exhibit to
                  the Registration  Statement or which is known to such counsel,
                  or (B) results or will result in the creation or imposition of
                  any lien, charge or encumbrance upon any property or assets of
                  the  Company or its  Material  Subsidiaries,  pursuant  to any
                  agreement,  indenture,  lease or other instrument to which the
                  Company  is a party or by which the  Company  or its  Material
                  Subsidiaries  or any properties of the Company or its Material
                  Subsidiaries is bound (1) that is incorporated by reference or
                  is an exhibit to the  Registration  Statement  or (2) which is
                  known to such counsel; or (C) violates or will violate (1) any
                  Maryland  or  federal  law,  regulation  or  ruling  (assuming
                  compliance with all applicable  state  securities and Blue Sky
                  laws,  regulations,   rulings  and  orders)  or  (2)  to  such
                  counsel's knowledge, any judgment, injunction, order or decree
                  applicable  to  the  Company  or  its   subsidiaries   or  any
                  properties of the Company or its Material Subsidiaries.

                           (xv)  this   Agreement  has  been  duly   authorized,
                  executed  and  delivered  by the  Company  and is a valid  and
                  binding  agreement of the Company,  enforceable  against it in
                  accordance  with its terms,  except as (A) the  enforceability
                  thereof may be limited by  bankruptcy,  insolvency  or similar
                  laws affecting  creditors'  rights generally and (B) rights of
                  acceleration and the availability of equitable remedies may be
                  limited by equitable principles of general applicability,  and
                  (C)  enforceability  of any  indemnification  or  contribution
                  provisions  contained  therein may be limited under federal or
                  state securities laws or public policy;

                           (xvi) to the best of such counsel's knowledge,  there
                  are no legal or governmental proceedings pending or threatened
                  to which the Company or any of its  subsidiaries is a party or
                  to which any of the Hotels is subject  that are required to be
                  described in the Registration  Statement or the Prospectus and
                  are not so described, nor any statutes, regulations, contracts
                  or other  documents  that are  required to be described in the
                  Registration  Statement  or the  Prospectus  or to be filed as
                  exhibits to the Registration  Statement that are not described
                  or filed as required;

                           (xvii) to such  counsel's  knowledge,  the Company or
                  its subsidiaries,  as owners of the Hotels, have all Approvals
                  as may be necessary to own the Hotels in the manner  described
                  in or  contemplated  by the  Prospectus  except  for any  such
                  Approvals  the  absence of which  would not,  singly or in the
                  aggregate,  have a material  adverse effect on the Company and
                  its subsidiaries, taken as a whole;


                                       22
<PAGE>

                           (xviii) the Company is not an "investment company" or
                  a company  "controlled" by an "investment  company" within the
                  meaning of the Investment Company Act of 1940, as amended;

                           (xix) The Advisor (A) is a limited  liability company
                  duly  organized,  validly  existing and in good standing under
                  the laws of the State of Delaware,  and (B) has the  requisite
                  corporate  power and  authority  to conduct  its  business  as
                  described  in  the  Prospectus  and  to own  and  operate  its
                  material properties.

                           (xx) The Advisory Agreement has been duly authorized,
                  executed and delivered by the parties  thereto and constitutes
                  the valid  agreement of the parties  thereto,  enforceable  in
                  accordance  with its terms,  except as (A) the  enforceability
                  thereof may be limited by  bankruptcy,  insolvency  or similar
                  laws affecting  creditors'  rights generally and (B) rights of
                  acceleration and the availability of equitable remedies may be
                  limited by equitable  principles of general  applicability and
                  (C)  insofar  as  the  enforceability  of  any  indemnity  and
                  contribution provisions contained therein may be limited under
                  state securities laws or public policy.

                           (xxi) such  counsel  confirms as of the Closing  Date
                  its  opinions  filed  as  Exhibit  5.1  to  the   Registration
                  Statement  and to be filed  as  Exhibit  8.1 to the  Company's
                  Current Report on Form 8-K to be filed July 1, 2002;

                           (xxii)  the  Securities  conform  to the  description
                  thereof contained in the Prospectus; and

                           (xxiii) (i) each document,  if any, filed pursuant to
                  the  Exchange  Act  and   incorporated  by  reference  in  the
                  Prospectus   (except  for  financial   statements   and  other
                  financial  data and  schedules  as to which no opinion need be
                  expressed)  complied as to form in all material  respects with
                  the  Exchange Act when so filed with the  Commission,  (2) the
                  Registration  Statement and the  Prospectus and any supplement
                  or amendment  thereto  (except for  financial  statements  and
                  other financial data and schedules as to which no opinion need
                  be expressed)  comply as to form in all material respects with
                  the  Act,  and  (3) no  facts  have  come  to  such  counsel's
                  attention  that  would lead such  counsel to believe  (A) that
                  (except for financial  statements and other financial data and
                  schedules,  as  aforesaid,  and that part of the  Registration
                  Statement that constitutes the Statement of Eligibility  (Form
                  T-1) under the Trust Indenture Act) the Registration Statement
                  and  the   prospectus   included   therein  at  the  time  the
                  Registration  Statement became effective  contained any untrue
                  statement  of a  material  fact or omitted to state a material
                  fact  required to be stated  therein or  necessary to make the
                  statements  therein not misleading or (B) that the Prospectus,
                  as  amended  or  supplemented,   if  applicable   (except  for
                  financial  statements and other  financial data and schedules,
                  as  aforesaid)


                                       23
<PAGE>

                  as of its  date  and  as of  the  Closing  Date  contained  or
                  contains any untrue statement of a material fact or omitted or
                  omits to state a material fact  necessary in order to make the
                  statements  therein,  in the light of the circumstances  under
                  which they were made, not misleading.

         In giving such opinion  with  respect to the matters  covered by clause
(xxiii),  such  counsel  may state that their  opinion and belief are based upon
their  participation  in the  preparation  of  the  Registration  Statement  and
Prospectus and any amendments or supplements thereto and documents  incorporated
therein by reference, and review and discussion of the contents thereof, but are
without  independent check or verification  except as specified.  In giving such
opinion  with  respect to the good  standing  and foreign  qualification  of the
Company and its  subsidiaries  under the laws of the State of Delaware and State
of Maryland, such counsel may rely upon certificates of public officials.

         In rendering  their opinion,  such counsel may rely on an opinion dated
the  Closing  Date of Ballard  Spahr  Andrews &  Ingersoll,  LLP,  as to matters
governed by the laws of the State of Maryland.  In addition,  in rendering their
opinion,  such  counsel may state that their  opinion as to laws of the State of
Delaware is limited to the Delaware General Corporation Law.

         The opinions of Sullivan & Worcester  LLP and Ballard  Spahr  Andrews &
Ingersoll, LLP, described in paragraph (d) above shall be rendered to you at the
request of the Company and shall so state therein.

                  (e) You shall have  received on the  Closing  Date an opinion,
         dated  the  Closing  Date,  of  Hunton  &  Williams,  counsel  for  the
         Underwriter, in form and substance satisfactory to you.

         In rendering  their opinion,  such counsel may rely on an opinion dated
the  Closing  Date of Ballard  Spahr  Andrews &  Ingersoll,  LLP,  as to matters
governed by the laws of the State of Maryland.

                  (f) You shall have  received  a letter  dated on and as of the
         Closing Date, in form and  substance  satisfactory  to you, from Arthur
         Andersen LLP, independent public accountants, or such other party as is
         satisfactory to you, in your sole  discretion,  with respect to certain
         financial statements and certain financial information contained in the
         Registration Statement and the Prospectus.

                  (g) The Securities  shall have been rated "BBB-" by Standard &
         Poor's Ratings Services and "Baa3" by Moody's Investors Service, Inc.

                  (h)  The  Underwriter   shall  have  received  a  counterpart,
         conformed as executed,  of the Indenture  which shall have been entered
         into by the Company and the Trustee.

                  (i) The  Company  shall  not  have  failed  at or prior to the
         Closing  Date to perform or comply  with any of the  agreements  herein
         contained  and required to be performed or complied with by the Company
         at or prior to the Closing Date.


                                       24
<PAGE>

                  (j) On or after  the date  hereof,  (i)  there  shall not have
         occurred any  downgrading,  suspension or withdrawal  of, nor shall any
         notice  have  been  given of any  potential  or  intended  downgrading,
         suspension or  withdrawal  of, or of any review (or of any potential or
         intended  review)  for a possible  change  that does not  indicate  the
         direction of the  possible  change in, any rating of the Company or any
         securities of the Company (including,  without limitation,  the placing
         of any of the  foregoing  ratings  on credit  watch  with  negative  or
         developing implications or under review with an uncertain direction) by
         any "nationally  recognized  statistical  rating  organization" as such
         term is defined for  purposes  of Rule  436(g)(2)  under the Act,  (ii)
         there shall not have  occurred  any  change,  nor shall any notice have
         been given of any potential or intended change,  in the outlook for any
         rating of the  Company  or any  securities  of the  Company by any such
         rating  organization and (iii) no such rating  organization  shall have
         given notice that it has assigned (or is considering assigning) a lower
         rating  to the  Securities  than  that on  which  the  Securities  were
         marketed.

         9. Effective Date of Agreement and  Termination.  This Agreement  shall
become effective upon the execution of this Agreement by the parties hereto.

         This  Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company if any of the following has occurred:

                           (i)   since   the   respective   dates  as  of  which
                  information  is given in the  Registration  Statement  and the
                  Prospectus,   any  material   adverse  change  or  development
                  involving  a  prospective   material  adverse  change  in  the
                  condition,  financial  or  otherwise,  of the  Company  or the
                  earnings,  affairs,  or  business  prospects  of the  Company,
                  whether or not  arising in the  ordinary  course of  business,
                  which would, in your judgment, make it impracticable to market
                  the Securities on the terms and in the manner  contemplated in
                  the Prospectus,

                           (ii) any outbreak or  escalation  of  hostilities  or
                  other national or  international  calamity or crisis or change
                  in  economic  conditions  or in the  financial  markets of the
                  United States or elsewhere that, in your judgment, is material
                  and adverse and would,  in your judgment,  make it inadvisable
                  to  proceed  with  the  offering,  sale  or  delivery  of  the
                  Securities on the terms and in the manner  contemplated in the
                  Prospectus,

                           (iii)  the  suspension  or  material   limitation  of
                  trading in securities or other  instruments  on the NYSE,  the
                  American  Stock   Exchange,   The  Chicago  Board  of  Options
                  Exchange,  the Chicago Mercantile Exchange,  the Chicago Board
                  of Trade or the Nasdaq National Market or limitation on prices
                  for  securities  on any such  exchange or the Nasdaq  National
                  Market,

                           (iv) the  suspension of trading of any  securities of
                  the Company on any exchange or in the over-the-counter market,


                                       25
<PAGE>

                           (v)  the  enactment,  publication,  decree  or  other
                  promulgation of any federal or state statute, regulation, rule
                  or order of any court or other governmental authority which in
                  your  opinion  materially  and  adversely  affects,   or  will
                  materially and adversely affect, the business or operations of
                  the Company,

                           (vi)  the  declaration  of a  banking  moratorium  by
                  either  federal,  Massachusetts,  North  Carolina  or New York
                  State authorities or

                           (vii) the taking of any action by any federal,  state
                  or local  government  or agency in respect of its  monetary or
                  fiscal  affairs  which in your opinion has a material  adverse
                  effect on the financial markets in the United States.

         10.  Miscellaneous.  Notices  given  pursuant to any  provision of this
Agreement shall be addressed as follows:  (a) if to the Company,  to Hospitality
Properties Trust, 400 Centre Street, Newton, MA 02458, Attention: President, and
(b) if to the  Underwriter,  to One Wachovia  Center,  301 South College Street,
Charlotte, North Carolina 28288, Attention: Syndicate Department, or in any case
to such  other  address  as the  person to be  notified  may have  requested  in
writing.

         The parties hereto agree,  for purposes of Section 6(c),  Section 7 and
any other provision of this Agreement, that the only information relating to the
Underwriter furnished to the Company in writing by the Underwriter expressly for
use in the Registration Statement, any preliminary prospectus, the Prospectus or
any  amendment  or  supplement  thereto  is  the  information  furnished  by the
Underwriter  included in the  Prospectus  in the third  paragraph  and the first
sentence  of the  fourth  paragraph  under  the  caption  "Underwriting"  in the
Prospectus.

         The respective indemnities,  contribution agreements,  representations,
warranties and other statements of the Company, its officers and trustees and of
the  Underwriter  set forth in or made pursuant to this  Agreement  shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Securities,  regardless of (i) any investigation, or statement as to the
results  thereof,  made by or on behalf of the Underwriter or by or on behalf of
the Company, or its officers or trustees,  (ii) acceptance of the Securities and
payment for them hereunder and (iii) termination of this Agreement.

         If this Agreement shall be terminated by the Underwriter because of any
failure  or refusal  on the part of the  Company to comply  with the terms or to
fulfill any of the conditions of this Agreement, the Company agrees to reimburse
the  Underwriter  for  all  out-of-pocket   expenses  (including  the  fees  and
disbursements of counsel) reasonably incurred by it.

         Except  as  otherwise  provided,  this  Agreement  has been and is made
solely  for  the  benefit  of  and  shall  be  binding  upon  the  Company,  the
Underwriter,  any controlling  persons  referred to herein and their  respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other  person  shall  acquire  or have any  right


                                       26
<PAGE>

under or by virtue of this  Agreement.  The term  "successors and assigns" shall
not include a purchaser of any of the  Securities  from the  Underwriter  merely
because of such purchase.

         This Agreement  shall be governed and construed in accordance  with the
laws of the State of New York.

         This  Agreement may be signed in various  counterparts  which  together
shall constitute one and the same instrument.



                                       27
<PAGE>



         Please  confirm that the foregoing  correctly  sets forth the agreement
between the Company and you.


                                Very truly yours,

                                HOSPITALITY PROPERTIES TRUST



                                By:
                                    Name:
                                    Title:


WACHOVIA SECURITIES, INC.



By:
    Name:
    Title:


                                       28
<PAGE>



                                                                      Schedule A


HPTCY Properties Trust
HPT HSD Properties Trust
HPTCW Properties Trust
HPTSHC Properties Trust
HPT TRS, Inc.
HPTMI Properties Trust
HPTMI II Properties Trust
HPTWN Properties Trust
HPTRI Properties Trust
HPT Suite Properties Trust







                                       29

