Exhibit 10.19A -- Third Amendment dated September 25, 2006

THIS THIRD AMENDMENT (“Third Amendment”) is made and entered into as of the 1^st day of September, 2006 by and between MCZ/CENTRUM FLORIDA XIX, L.L.C., a Delaware limited liability company (the “Seller”) and MHI HOLLYWOOD, LLC, a Delaware limited liability company (the “Purchaser”).

A. Purchaser and MCZ/Centrum Florida VI Owner, L.L.C., an Illinois limited liability company (“MCZ/Centrum”) entered into that certain agreement dated September 7, 2005 (the “Original Agreement”) regarding the purchase and sale of a hotel condominium unit located in Hollywood, Florida.

B. On November 16, 2005, MCZ/Centrum and Purchaser entered into an amendment to the Original Agreement by extending a period of time Purchaser has to satisfy a condition set forth in the Original Agreement (the “First Amendment”).

C. On February , 2006, MCZ/Centrum and Purchaser entered into a second amendment modifying the Original Agreement by extending a period of time Purchaser has to satisfy conditions set forth in the Original Agreement (the “Second Amendment”; the Original Agreement as modified by the First Amendment and the Second Amendment is hereafter referred to as the “Agreement”).

D. MCZ/Centrum has assigned all of its right, title and interest in the Agreement to Seller.

E. The Seller and Purchaser desire to modify and amend certain terms and provisions of the Agreement as hereinafter set forth.

NOW, THEREFORE, for and in consideration of mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. The recitals to this Third Amendment are true and correct and are incorporated herein by reference and made a part hereof.

2. Defined Terms. Any defined terms utilized in this Third Amendment but not defined herein shall have the meaning ascribed to said terms in the Agreement.

3. Comfort Letter. All provisions in the Agreement regarding the Comfort Letter are hereby deleted.

4. License Agreement. The License Agreement attached to the Agreement as Exhibit G is hereby deleted and replaced with the License Agreement and the addendum thereto (the “Addendum”) in the form attached hereto as Exhibit “A” (as amended to date, the “License Agreement”).

5. Failure to Obtain License Agreement. Section 5.2 of the Agreement is hereby amended to provide that in the event Purchaser does not obtain the License Agreement consistent with the form of license agreement and addendum thereto attached hereto as Exhibit A on or before September 15, 2006, then at any time thereafter and prior to the date Purchaser obtains the License Agreement substantially in the form of Exhibit A, either Purchaser or Seller may terminate the Agreement in which event the Deposit shall be returned to Purchaser and the parties released from all further obligations under the Agreement except for the obligations that survive termination.

6. Design Criteria. All reference in the Agreement to the Design Criteria shall mean the current design standards of Holiday Hospitality Franchising, Inc. (“Franchisor”) for Crowne Plaza^® hotels and the property improvement plan for the Hotel Condominium attached to the License Agreement as Attachment “B” which are more particularly described on Exhibit “B” attached hereto which Exhibit “B” shall replace Exhibit “H” to the Agreement for all purposes.

7. Repurchase Option. Section 5.4 of the Agreement is hereby deleted and replaced with the following:

A. In the event that the License Agreement is terminated for any reason, other than a termination by Franchisor as a result of an Inventory Default (as defined in the License Agreement) following the breach by Seller of its obligations under Section 24 of this Third Amendment, Purchaser shall have one hundred twenty (120) days from the date of termination of the License Agreement (the “Cure Period”) to enter into a new license with a nationally recognized hotel chain of similar quality, which shall be subject to the approval of Seller, which approval shall not be unreasonably withheld or delayed, and which approval shall be deemed given if the new license is with one of the companies listed on Exhibit “C” attached hereto for operation of the Property consistent with the terms of the City of Hollywood Ordinance Number 0-2006-24. During the Cure Period and thereafter until Seller either exercises the Buy Back Option, as hereinafter defined, and/or reacquires the Hotel Unit or Purchaser enters into a new license agreement with a nationally recognized hotel chain of similar quality (the “New License Agreement”), Purchaser shall continue to operate the Property in a first class manner consistent with its previous operation under the License Agreement. In the event that Purchaser does not enter into the New License Agreement prior to the end of the Cure Period at any time thereafter and prior to Purchaser entering into the New License Agreement (the “Option Period”), Seller shall have the right to repurchase the Hotel Unit (the “Buy Back Option”) for the fair market value of the Hotel Unit, the Personal Property and the Rental Agreements as determined pursuant to the procedure set forth below, provided that Seller shall have the right to exercise the Buy Back Option only in the event Seller owns not less than 50 Units at the time Seller exercises the Buy Back Option. In the event Seller does not own 50 or more Units on the date that Seller exercises the Buy Back Option, the Condominium Association shall have the exclusive right to exercise the Buy Back Option.

B. In the event Seller, or the Association, as the case may be, (the “Option Holder”) exercises the Buy Back Option, within twenty (20) days of Purchaser’s receipt of the notice of the Option Holder’s election to exercise the Buy Back Option, Seller and Purchaser shall each hire and appoint a disinterested MAI appraiser with at least ten (10) years professional experience in Broward County, Florida, as a real estate appraiser of property similar in nature to

the Hotel Unit. The appraisers thus appointed shall appoint, as an appraiser, a third disinterested MAI appraiser with at least ten (10) years professional experience in Broward County, Florida, as a real estate appraiser of property similar in nature to the Hotel Unit, and the three (3) appraisers shall as promptly as possible appraise and determine the fair market value of the Hotel Unit, the Personal Property and the Rental Agreements as of the date the Buy Back Option is exercised, provided; however, that:

1. If either party fails to hire and appoint an appraiser during the twenty (20) day period, then the appraiser appointed shall establish the fair market value of the Hotel Unit, the Personal Property and the Rental Agreements.

2. If the two appraisers appointed by the parties are unable to agree within thirty (30) days upon the appointment of the third appraiser, they shall give written notice of such failure to agree to Purchaser and Option Holder and if Purchaser and Option Holder are unable to agree upon the selection of the third appraiser within twenty (20) days thereafter, then within ten (10) days thereafter either party, upon written notice to the other, may request such appointment by the Director of the Broward County Commercial Arbitration Association.

C. Within sixty (60) days after the selection of the third appraiser, each of the three appraisers will independently determine the fair market value of the Hotel Unit, the Personal Property and the Rental Agreements and the average of the three appraisals will be deemed to be the fair market value and be conclusive and binding upon Option Holder and Purchaser; provided, however, that in determining the fair market value, no appraisal will be used which varies from the average of the three appraisals by more than fifteen percent (15%).

D. The closing with respect to the Buy Back Option (the “Option Closing”) shall occur within thirty (30) days of the determination of the fair market value of the Hotel Unit, the Personal Property and the Rental Agreements. Purchaser, and its affiliates, as appropriate, shall convey the Hotel Unit, the Personal Property and the Rental Agreements free and clear of all liens and encumbrances, subject only to the Permitted Exceptions and such other exceptions to title arising by, through, or under Seller. The purchase price shall be paid in cash at Closing, subject to customary adjustments and prorations and the payment of customary closing costs. Purchaser shall convey the Hotel Unit by special warranty deed, convey the Personal Property by bill of sale and execute and deliver customary Seller’s affidavit of no liens and FIRPTA affidavit. Purchaser, or its affiliates, as appropriate, and Option Holder shall execute an assignment and assumption of Rental Agreements and the service contracts that the Option Holder elects to assume. Purchaser shall not be required to close on the sale of the Hotel Unit or the Personal Property or assign the Rental Agreements or the service contracts if Purchaser shall have obtained a New License Agreement prior to the Option Closing, in which case the Buy Back Option shall expire. The Purchaser and Option Holder shall each bear an equal share of the cost of the appraisers retained for purposes of this Section 7, provided, however, if the Purchaser obtains a New License Agreement prior to the Option Closing, Purchaser shall pay all of the costs for the appraisers retained for the purposes of this Section 7. This provision shall survive the Closing and be reflected in the special warranty deed to be delivered by Seller at Closing.

9. Sales and Marketing Program. At the request of Purchaser, Franchisor shall have the right to review the sales and marketing materials and the sales and marketing process and procedures implemented by Seller with respect to the Hotel Condominium, but Franchisor shall have no obligation to review same. Franchisor shall have no approval rights with respect to Seller’s sales and marketing process and procedures or approval of Seller’s sales and marketing materials and Seller shall not be required to implement any of Franchisor’s comments. Seller acknowledges that notwithstanding any review of Seller’s sales and marketing process and procedures and the review of Seller’s sales and marketing materials by Franchisor, Franchisor will have no liability whatsoever to Seller or its affiliates, managers or agents if it is ultimately determined that the sales and marketing process and procedures and Seller’s sales and marketing materials do not comply with applicable laws, and such review shall not affect the indemnification obligations of Seller pursuant to the Franchise Indemnity Agreement, as hereinafter defined. Seller agrees that it, and each of its affiliates and each of its and their marketing staffs and agents will conduct all sales and marketing activities relating to the offer and sale of Units in a professional, lawful and ethical manner and refrain from disturbing guests of the Hotel. Seller and Purchaser acknowledge and agree that Seller has not been involved and will not be involved in the marketing of the Rental Program. This Section 9 shall survive the Closing or termination of the Agreement.

10. Use of Trademarks or Tradenames. Seller covenants and agrees that neither Seller nor any of its affiliates, managers, contractors, real estate agents or sales agents involved in the solicitation, promotion, marketing and/or sale of the Units or other aspects of the Project shall use the Crowne Plaza^® Resort name or marks (or any other names or marks owned by Franchisor or its affiliates) regarding or in connection with any solicitation, promotion or marketing relating to the offer and/or sale of same or in any materials relating to the offer or sale of same. No materials used by Seller or its affiliates, managers or agents in connection with the marketing and sale of the Units shall state or suggest in any way that they have been approved by Franchisor, that Franchisor has or will participate in the development, construction, operation, marketing and/or sale of the Units or that Franchisor assumes, guarantees or is otherwise responsible in any way for any of the obligations, acts or omissions of Seller or its affiliates, managers or agents. Seller agrees that it and its affiliates and each of their employees, marketing personnel and agents shall not make any written or oral representation that suggests that Franchisor has participated or will participate in the development, construction, operation, marketing and/or sale of any of the Units or that Franchisor assumes, guarantees or is otherwise responsible in any way for any of the obligations, acts or omissions of Seller or any affiliate, manager or agent of Seller or any other person in connection with the Units. In the event Franchisor permits the use of any tradename or trademark owned by Franchisor or its affiliates in connection with the marketing of the Units (which it has no obligation to do), Seller shall conform its use of such marks to the requirements of the License Agreement. This Section 10 shall survive the Closing or termination of this Agreement.

11. Signage. From and after the date Purchaser enters into the License Agreement with Franchisor, Purchaser will be authorized by Seller to install temporary signage on the Property indicating that the building currently being renovated will be operated as a Crowne Plaza^® Resort hotel. In addition, Purchaser shall install permanent Crowne Plaza^® Resort signage for the Property (the “Hotel Signage”) in compliance with the Design Criteria, at Purchaser’s sole cost and expense, including, without limitation the proposed monument sign and

the exterior signage on the Hotel, as soon as permitted pursuant to the License Agreement. Seller has caused the Board of Directors of the Master Association, which Seller controls, to pre-approve the Hotel Signage shown on Exhibit “D” attached hereto, including any modification to the Hotel Signage required to comply with changes in Franchisor’s brand standards system wide. A copy of the resolution of the Master Association approving such signage is set forth in Exhibit “C-1” attached hereto.

12. Franchisor Indemnification. Seller agrees to execute the indemnification agreement in favor of Franchisor in the form of Exhibit “E” attached hereto (the “Franchise Indemnity Agreement”) concurrently with Purchaser’s execution of the License Agreement and cause the principals of Seller simultaneously to deliver to Franchisor the guaranty agreement in favor of Franchisor in the form of Exhibit “F” attached hereto (the “Franchise Indemnity Guaranty”). Concurrently with the execution of the Franchise Indemnity Agreement, Seller and the principals of Seller and Purchaser and MHI Hospitality Corporation shall enter into a contribution agreement in the form of Exhibit “G” attached hereto.

13. Purchaser Indemnification. Section 7.5 of the Agreement is hereby amended to read as follows:

Seller agrees to indemnify and hold Purchaser and each of its affiliated entities and each of its and their affiliates, managers, members, officers, directors and employees (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from any and all loss, claim, demand, action and liability (excluding consequential damages and lost profits of the Indemnified Parties), that may arise against any of the Indemnified Parties, Franchisor or its affiliated entities as a result of lawsuits or claims by any party (i) alleging violation of securities laws by Seller, MCZ/Centrum or any of its or their affiliates or agents (collectively the “MCZ Entities” and individually an “MCZ Entity”) or alleging violation of other securities laws by any such person applicable to the offering and sale of the Units, including claims brought by third parties, the Commission, state and securities regulators, the Division or any other regulatory authority, excluding claims arising as a result of actions taken solely by the Indemnified Parties and/or Franchisor or (ii) alleging an untrue statement of material fact contained in any of the Condominium Documents (as hereinafter defined), as the same may be amended or restated or in any of the solicitation, promotion, sales, marketing or other documents used by Seller or its affiliates or any of its or their agents, employees, or other related persons in connection with the solicitation, offer or sale of the Units (or any other portion of the Community) or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the failure of Seller or any of its affiliates or any agents, employees or other related persons to comply with any obligations under any applicable law, regulation or other governmental or court requirement, whether federal, state or local; or (iv) any other matter arising from the development, construction and sale or offering for sale of the Units, the Common Properties or any part thereof. This indemnification and hold harmless shall include reasonable attorneys’ fees and court costs through trial and all appellate levels which any

Indemnified Party may incur defending itself against such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold harmless provision shall survive the Closing or termination of this Agreement; shall be continuing and irrevocable and shall continue in full force and effect until any and all such claims, losses, actions, demands and liabilities against the Indemnified Parties have been satisfied in full and all applicable statutes of limitation have expired.

14. Seller Indemnification. Section 8.5 of the Agreement is hereby amended to read as follows:

Purchaser agrees to indemnify and hold Seller and each of its affiliated entities and each of its and their affiliates, managers, members, officers, directors and employees (each a “Seller Indemnified Party” and collectively the “Seller Indemnified Parties”), harmless from any and all loss, claim, damage, action and liability (excluding consequential damages and lost profits of any Seller Indemnified Parties), that may arise against the Seller Indemnified Parties and Franchisor and its affiliated entities as a result of lawsuits or claims by any party alleging violation of securities laws by Purchaser, Franchisor or any of its or their affiliates or agents or alleging violation of other laws applicable to the offering of the Rental Program, including claims brought by third parties, the Commission, state and securities regulators, the Division or any other regulatory authority, excluding claims arising solely as a result of the actions taken by the Seller Indemnified Parties. This indemnification and hold harmless shall include reasonable attorneys’ fees and court costs through all trial and all appellate levels which the Seller Indemnified Parties may incur in defending themselves against any such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold harmless provision shall survive the Closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in full force and effect until any and all such claims, losses, actions, demands and liabilities against such Seller Indemnified Parties have been satisfied in full and the applicable statutes of limitation have expired.

15. Rental Agreements. The form of Unit Rental Management Agreement (“Rental Agreement”) which has been prepared by Purchaser and approved by Seller is attached hereto as Exhibit “H”. Purchaser represents to Seller that Franchisor has approved the attached form of Rental Agreement. Purchaser and Seller agree that Purchaser may make such changes to the Rental Agreement as may be required from time to time by Franchisor to cause such agreement to comply with applicable law or the License Agreement. Sections 8.1 and 8.2 of the Agreement are hereby deleted.

16. Project. Section 11.1 of the Agreement is hereby deleted in its entirety and replaced by the following:

The Project (the “Project”) will be a multi-phased project in accordance with the Site Plan consisting of the following elements: (i) phase I of the Project

(“Phase I”) will consist of the Hotel Condominium which will involve the renovation of the existing hotel located on the portion of the Land which when renovated shall consist of approximately 311 hotel rooms and suites, the resort pool located next to the intracoastal waterway (the “Resort Pool”) to be owned by the master association (“Master Association”), beach access and walkways substantially in accordance with the Plans; (ii) phase II of the Project (“Phase II”) if developed, is currently envisioned to consist of a newly constructed 27-story hotel condominium containing approximately 349 hotel rooms and related parking garage including ballroom space, meeting space, outdoor function space, pool, restaurant space and laundry facilities; (iii) phase III of the Project (“Phase III”), if developed, is currently envisioned to consist of either approximately 7,000 square feet of commercial space (the “Commercial Space”) which shall include at least 4000 square feet of meeting space on the first floor (the “Meeting Space”) or 60 townhome units (the “Townhome Units”); (iv) an oceanfront beach club (the “Beach Club”), if developed, is currently envisioned to be owned by Master Association; (v) phase IV of the Project (“Phase IV”) consists of a recently renovated 221 unit residential condominium project and related parking garage with limited commercial space located at 4001 South Ocean Drive, Hollywood, Florida and (vi) phase V of the Project (“Phase V”), if developed, is currently envisioned consisting of a 46-unit residential condominium project with 30 cabana units, a pool and related parking garage.

17. Site Plan. The Site Plan attached to the Agreement as Exhibit “B” is hereby deleted and replaced by Exhibit “I” attached hereto and made a part hereof. The Hotel Condominium, the Resort Pool and the Hotel Operated Common Properties, as hereinafter defined, shall be constructed in accordance with the Site Plan. This Section 17 shall survive the Closing.

18. Meeting Space. All references in the Agreement to the Villa Meeting Space shall be deemed references to the Meeting Space. Section 11.4 of the Agreement is amended to provide that in the event Seller completes Phase III as Commercial Space, Seller shall construct the meeting space on the first floor and shall enter into a lease with Purchaser for the meeting space, at market rates, for a term which is co-terminous with the term of the License Agreement or longer and contains such other terms and conditions as are mutually acceptable to Seller and Purchaser. Seller shall not be required construct the Meeting Space if Seller elects to develop the Townhome Units. This provision shall survive the Closing.

19. Intracoastal Club. All references in the Agreement to the Intracoastal Club are hereby deleted.

20. Master Association Documents. On or before the closing of the first Unit, Seller covenants and agrees to cause MCZ/Centrum to amend the Declaration of Covenants, Conditions, Restrictions and Easements for Sian Ocean Residence & Resort Master Association (the “Master Association Documents”) to incorporate the revisions described on Exhibit “J” attached hereto and made a part hereof (the “Master Association Amendment”). Seller hereby represents to Purchaser that the Hotel Condominium will be a part of a master planned community (the “Community”) that will include the Hotel Condominium and the Sian Ocean

Residences Condominium (a residential condominium tower located at 4001 South Ocean Boulevard, across road South Ocean Boulevard from the Hotel Condominium, Phase II, if developed and Phase III, if developed) and that every owner of real property within the Community will be a member of a master homeowners’ association known as the Sian Ocean Residences Resort Master Association (the “Master Association”) created by the Master Association Documents. Seller further represents that the Master Association has responsibility for maintaining the Common Properties of the Community, which include, without limitation, the internal roadways (excluding the public road called South Ocean Boulevard, which is a main thoroughfare that traverses the Community), beach access areas, parking facilities, and the Resort Pool (which Resort Pool will be part of the Hotel Operated Common Properties (as hereinafter defined)). Each Unit owner (including the Hotel Unit) will be a member of the Master Association. This section shall survive the Closing.

21. Management of Resort Pool and Related Common Properties. Article XVI of the Agreement is hereby deleted and replaced with the following:

16.1 Seller shall cause the Master Association to enter into a management agreement with Purchaser or its affiliate in the form of Exhibit “K” attached hereto and made a part hereof (the “Management Agreement”) pursuant to which Purchaser, or its affiliate will (a) manage, among other things, the Resort Pool, maintain the service road adjacent to the Hotel Condominium and the outdoor function areas which are located on the Master Association Properties and which could be perceived by hotel guests of Phase I to be part of the Hotel Condominium (the “Hotel Operated Common Properties”) and (b) be entitled to establish reasonable rules and regulations for use thereof consistent with the Master Association Documents, subject to the approval of the board of directors of the Master Association. Subject to termination rights as provided under applicable laws, the Management Agreement shall be for the term of the License Agreement.

16.2 Seller shall cause the Master Association to enter into an exclusive concession agreement with Purchaser or its affiliates in the form of Exhibit “K-l” attached hereto and made a part hereof (the “Concession Agreement”) pursuant to which Purchaser, or its affiliate, will operate the food and beverage operation associated with the Resort Pool.

22. Completion Date. The Completion Date is hereby amended to read November 15, 2006. On or prior to the Completion Date, Seller anticipates, but does not guaranty, completion of the Hotel Unit. Upon completion, the Hotel Condominium and the Hotel Operated Common Properties will comply with the Hotel Plans and Specifications (as hereinafter defined) and the Design Criteria. In addition, Seller anticipates, but does not guaranty, complete construction of Units in the Condominium on a floor-by-floor basis in accordance with the following Schedule:

In addition, the valet parking facilities for all of the Units will be available as of the Completion Date and the Temporary Function Space is anticipated to be completed, without guaranty, on or before November 15, 2006. The Common Properties of the Community will include, at a minimum, a walkway from the Hotel to the beach which walkway may be temporary in nature until the construction of Phase V. The walkway to the beach when completed will comply with the Hotel Standards, as defined in the Declaration. The Units and the Temporary Function Space shall be constructed substantially in compliance with the Hotel Plans and Specifications and in compliance with the Design Criteria. This Section 22 shall survive the Closing.

23. Open Date. Purchaser and Seller acknowledge that, in addition to the requirements set forth under the License Agreement granting Franchisor approval rights with respect to when a hotel opens in its system, the hotel will not be opened for business until the Resort Pool is completed, pedestrian beach access is provided to the Hotel Condominium, there is sufficient parking available to the Hotel Condominium as contemplated by Section 12.2 of the Agreement and the Temporary Function Space is completed and available to the hotel (the Hotel Unit, the Units participating in the Rental Program, Hotel Operated Common Properties and the Temporary Function Space is herein after referred to as the “Hotel”). Seller further acknowledges that the Franchisor shall have the right to terminate the License Agreement if the Hotel does not open on or before June 30, 2007. Seller shall use commercially reasonable efforts to complete the Hotel, including the Resort Pool, the Temporary Function Space and pedestrian beach access (which may be a temporary walkway pending commencement of Phase V construction) and parking prior to March 31, 2007. Seller shall not have any liability to Purchaser for the failure of Seller to comply with the estimated completion dates set forth in Section 22 or for failure to use commercially reasonable efforts to complete the Hotel prior to March 31, 2007 unless Seller takes actions or fails to take action with the intent of delaying the opening of the Hotel past March 31, 2007 or otherwise causing Purchaser to breach the License Agreement. This Section 23 shall survive the Closing.

24. Unsold Units. In the event that on March 31, 2007, owners of fewer than 200 Units have entered into Rental Agreements and Seller owns Units that have not been conveyed to unaffiliated third parties, Seller agrees to make any such Units available for use by Purchaser or Purchaser’s affiliate as Hotel guest rooms in accordance with the terms of Exhibit “L,” for so long as Seller or any of Seller’s affiliates own any such Units and fewer than 200 Units are in the Rental Program. Thereafter, Seller, in Seller’s sole discretion, may continue to make unsold

Units available to Purchaser or its affiliate for use in accordance with Exhibit “L.” This provision shall survive the Closing.

25. Beach Club. To the extent that Seller or an MCZ Entity or a successor in interest to such entity allows the Beach Club to be used by persons that are not members of the Master Association such parties shall not be permitted to utilize the Hotel Operated Common Properties without the consent of Purchaser or its affiliate that operates such facilities, which consent shall not be unreasonably withheld or delayed. This Section 25 shall survive the Closing.

26. Declaration of Condominium. The Declaration of Condominium which has been approved by the Division together with the condominium prospectus, condominium association articles of incorporation, bylaws, rules and regulations (collectively the “Condominium Documents”) is attached hereto as Exhibit “M.” Prior to conveying the first Unit, Seller covenants and agrees to amend the Declaration of Condominium by recording the Declaration of Condominium which incorporates the revisions described on Exhibit “N” attached hereto and made a part hereof. Seller agrees to provide Purchaser with any amendments to the Condominium Documents prior to the Closing. This Section 26 shall survive the Closing.

27. Management Agreement. The Management Agreement to be entered into between the Condominium Association and Purchaser as contemplated by Section 20.1 of the Agreement shall be in the form of Exhibit “O” attached hereto and made a part hereof.

28. Phase I Plans and Specifications. Purchaser acknowledges that Purchaser has reviewed the Plans and Specifications for the Hotel Condominium and the plans and specifications for the Resort Pool, which are collectively identified on Exhibit “P” attached hereto and made a part hereof (collectively, the “Hotel Plans and Specifications”). Seller has submitted the Hotel Plans and Specifications to Franchisor and, to the extent Franchisor has elected to review the Hotel Plans and Specifications, Franchisor’s comments on the Plans and Specifications are noted on Exhibit B. Seller covenants and agrees not to modify the Hotel Plans and Specifications in any material respect without first obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed and which shall be granted provided the modifications comply with the Design Criteria. The failure of the Purchaser to respond to any request for approval of any material modification to the Hotel Plans and Specifications within five (5) business days shall be deemed approval; provided that any material modification which requires approval of Franchisor pursuant to the License Agreement shall not be deemed approved until such approval is actually received by Seller from Franchisor and Purchaser. Seller covenants and agrees that the Hotel Condominium and the Hotel Operated Common Properties will be constructed in accordance with the Hotel Plans and Specifications and Design Criteria, subject to any material modifications to the Hotel Plans and Specifications approved, or deemed approved, by Purchaser, and Franchisor, where such approval is required and, if constructed, the Meeting Space will be constructed in accordance with the Design Criteria. Seller agrees to submit to Purchaser and Franchisor for prior review and approval the specifications for the interior design and finishes for all parts of the Hotel as well as any proposed material changes to such specifications. The same approval process that applies to the Hotel Plans and Specifications shall apply with respect to the plans and specifications for the interior designs and finishes and any material changes thereto. This Section 28, shall survive

Closing until completion of the construction of the Hotel Condominium, the Hotel Operated Common Properties and the Meeting Space.

29. Certificates from Purchasers. Within five (5) business days of Seller’s receipt of written notice from Purchaser that the License Agreement has been fully executed and delivered by Franchisor, Seller shall request that all purchasers who execute a purchase and sale agreement subsequent to such date execute a certificate in the form of Exhibit “Q” attached hereto (the “Crowne Plaza^® Certificate”). If a purchaser refuses to execute the Crowne Plaza^® Certificate, Seller shall utilize commercially reasonable efforts to cause such purchaser to execute the Alternative Crowne Plaza^® Certificate, as hereinafter defined, but will not force any purchasers to sign the Alternative Crowne Plaza^® Certificate who refuses to execute same. With respect to purchasers of Units who previously executed purchase and sale agreements, Seller covenants and agrees to use commercially reasonable efforts to cause, these purchasers to execute at closing the Crowne Plaza^® Certificate; however, if the purchaser refuses to sign the Crowne Plaza^® Certificate at closing Seller shall use commercially reasonable efforts to obtain from such purchaser an executed certificate in the form attached hereto as Exhibit “R-l” (the “Alternative Crowne Plaza^® Certificate”). Purchaser shall be required to use commercially reasonable efforts but will not be required to force any purchasers to sign a certificate. Seller shall not amend the Crowne Plaza^® Certificate or the Alternative Crowne Plaza^® Certificate (other than insertion of the name of the purchaser(s), the unit number and the date of execution) without the prior written consent of Purchaser and Franchisor. Seller shall promptly deliver all signed certificates to Purchaser. Further, Seller covenants and agrees that if Seller receives written notice that the License Agreement has been terminated during the sales process for any reason, then Seller will utilize commercially reasonable efforts to notify all purchasers of the fact that the License Agreement with Franchisor has been terminated. As of the date of this Third Amendment, Seller has entered into binding sales contracts for 193 of the Units and one signed Reservation Agreement. This Section 29 shall survive Closing.

30. Restrictive Covenant. At Closing and following the recording of the amended Declaration of Condominium and the amendments to the Master Association Documents contemplated by this Agreement, Seller, MCZ/Centrum and Purchaser shall execute a restrictive covenant in the from of Exhibit “S” attached hereto and made a part hereof (the “Restrictive Covenant”). Seller shall cause each of its affiliates that owns or controls an interest in the Project to enter into the Restrictive Covenant such that the terms thereof apply to all of the real property in the Project located west of South Ocean Drive. Execution and delivery by Seller and MCZ/Centrum of the Restrictive Covenant shall be a condition to Purchaser’s obligation to close pursuant to Article XXVII.

31. ADA Compliance. Seller and Purchaser acknowledge that the Hotel Plans and Specifications currently include twelve (12) Units that comply with the Americans with Disabilities Act. Seller agrees to amend the Hotel Plans and Specifications with respect to the Hotel Unit to create two (2) additional Units that comply with the Americans with Disabilities Act out of that portion of the Hotel Unit shown on Exhibit “T” attached hereto (the “New ADA Units”). At Closing, Purchaser shall reimburse Seller for all third party costs and expenses incurred by Seller in creating the New ADA Units (excluding any overhead allocation or mark-up by Seller or any of its affiliates), which cost is estimated to be approximately $100,000.00 for the two Units.

32. Representations and Warranties. Section 24.1 of the Agreement is hereby amended to add the following additional item:

24.1.4 To the best of Seller’s knowledge, Seller and MCZ/Centrum and each of their employees, managers, agents and affiliates have complied with Applicable Law applicable to the offering for sale of the Units and Seller has no knowledge of any violation of Applicable Law by any other person or entity in each case, pertaining to the offering for sale of the Units and/or the Rental Program. For purposes of this section, to the Seller’s knowledge shall be deemed to be the actual knowledge of Arthur Slaven, John McLinden and Michael Lerner, the principals of Seller.

33. Conflict. In the event of conflict between the terms and provisions of the Agreement and this Third Amendment, the terms and provisions of this Third Amendment shall control. This provision shall survive the Closing.

34. Closing Certificate. At Closing, Seller shall provide Purchaser an estoppel certificate from the Master Association certifying that the Hotel Condominium is in compliance with the Master Association Documents as of the Closing Date.

35. Ratification. Except as hereby modified, Seller and Purchaser hereby ratify and reaffirm all of the terms and provisions of the Agreement.

36. Counterparts. This Third Amendment may be executed in counterparts, each of which, or any combination thereof, and combination of which, when signed by all parties, shall be deemed an original but all of which taken together shall constitute one Third Amendment.

37. Third Party Beneficiary. Franchisor shall be third party beneficiary of each and every provision set forth in the Agreement that benefits Franchisor, directly or indirectly, or that provides Purchaser with rights needed to comply with its obligations (or those of its affiliates executing the License Agreement) under the License Agreement. This Section 37 shall survive the Closing.

38. Confirmation. Seller acknowledges and confirms that it shall undertake and perform all obligations of MCZ/Centrum set forth in the Agreement. This Section 38 shall survive the Closing.

39. Competing Brand. Seller and each of its affiliates agree that it and they will not take any action that would result in the Units which they own that do not participate in the Rental Program affiliating with any other hotel brand. This Section 39 shall survive the Closing.

40. Further Agreements of Seller. Seller further agrees to comply with all applicable laws, rules and regulations regarding the construction of the Hotel Condominium and Common Properties and shall obtain in a timely manner all permits, certificates and licenses necessary for the offer and sale of the Units and shall provide Purchaser with a copy of any inspection report, notice, warning, certification or rating issued by any governmental entity that indicates a failure to meet or maintain governmental standards or less than full compliance with any applicable law,

rule or regulation in respect of the construction of the Hotel Condominium or the Common Properties or the offer and sale of the Units received by Seller.

41. Publicity. Seller agrees to comply with the provisions of Section 17 of the Addendum regarding publicity.

42. Shared Expenses. Seller and Purchaser acknowledge and agree that electric services to the restaurant and kitchen which comprise part of the Hotel Unit shall be paid by the Purchaser and not be included in the Shared Costs, as defined in the Condominium Declaration. In the event that the restaurant and kitchen cannot be separately metered Seller and Purchaser shall jointly retain an electrical consultant who will estimated the electrical consumption of the restaurant and kitchen and the estimated cost for such electrical consumption which shall be paid by Purchaser and not be included in the Shared Costs. This provision shall survive Closing.

43. Master Association Assessments. Seller and Purchaser acknowledge and agree that the Master Association Amendment amends the Master Association Documents to increase the Master Association assessments payable by the owner of the Hotel Unit to twenty (20) times the assessment charged to the owner of a residential unit and Purchaser hereby consents to such amendment.

44. Name of Hotel. Section 13.1 of the Agreement is hereby amended by deleting the words “the Hotel Condominium and the other aspects of” and inserting after the word “Project” the following parenthetical “(other than the Hotel”).”

IN WITNESS HEREOF, the parties have executed this Third Amendment as of the date first above written.


SELLER:

MCZ/CENTRUM FLORIDA XIX, L.L.C., a Delaware limited liability company

By:		/s/ Brian Niven
		Brian Niven, a Manager


PURCHASER:

MHI HOLLYWOOD, LLC, a Delaware limited liability company

By:		/s/ Andrew M. Sims
		Andrew M. Sims, Manager

The undersigned join in the execution of this Third Amendment (a) to agree to provide the Franchise Indemnity Guaranty pursuant to Section 12 of this Third Amendment and (b) to guarantee the indemnification obligations of the Seller pursuant to Section 13 of this Third Amendment, and for the purpose of committing on behalf of MCZ/Centrum and its and their affiliates to comply (or cause or enable Seller to comply) with the provisions of Sections 10, 20, 21, 22, 25 and 30 of this Third Amendment, provided, however, that under no circumstances shall the liability of the undersigned hereunder or under the Franchise Indemnity Guaranty exceed $5,000,000.00 in the aggregate.

Arthur Slaven

John McLinden

Michael Lerner

MCZ/Centrum joins in the execution of this Third Amendment to agree to be bound by the provisions of Sections 17, 20, 21, 22 and 30 of this Third Amendment.


MCZ/CENTRUM FLORIDA VI OWNER, L.L.C., an Illinois limited liability company

By:
		Name: Brian Niven
		Title: a Manager

The undersigned joins in the execution of this Third Amendment for the purpose of guaranteeing Purchaser’s indemnification obligations pursuant to Section 14 of this Third Amendment, provided, however, that the undersigned’s liability under this guarantee shall be limited to $5,000,000.00.

This License dated September , 2006 (the “Term Commencement Date”), between Holiday Hospitality Franchising, Inc., a Delaware corporation (“Licensor”), and MHI Hospitality TRS, LLC, a Delaware limited liability company (“Licensee”) whose address is 814 Capitol Landing Road, Williamsburg, VA 21385.

Licensor operates and licenses a system designed to provide a distinctive, high quality hotel service to the public under the name “Crowne Plaza^®” (the “System” as defined in paragraph l.B below). High standards established by Licensor are the essence of the System. Future investments may be required of Licensee under this License Agreement (“License”). Licensee has independently investigated the risks of the business to be operated hereunder, including current and potential market conditions, competitive factors and risks; has read Licensor’s Uniform Franchise Offering Circular for prospective Crowne Plaza brand group franchisees (“UFOC”); and has made an independent evaluation of all such facts. Neither Licensor nor any other person on Licensor’s behalf has made any representation to Licensee concerning this License not fully set forth herein. Aware of the relevant facts, Licensee desires to enter into this License in order to obtain a license to use the System in the operation of a Crowne Plaza Resort branded hotel located at 4000 South Ocean Drive, Hollywood, FL 33019 (the “Hotel”).

The Hotel comprises all structures, facilities, appurtenances, furniture, fixtures, equipment, and entry, exit, parking and other areas from time to time located on the land identified by Licensee to Licensor in anticipation of this License, or located on any land from time to time approved by Licensor for additions, signs or other facilities. The Hotel now includes the facilities listed on Attachment “A” hereto. No change in the number of approved guest rooms or suites and no other significant change in the Hotel or in the manner in which the Hotel rooms and services are offered to the public (including timesharing and condominium hotel projects not involving short term stays by transient guests) may be made without Licensor’s approval. Licensee represents that it is entitled to possession of the Hotel during the entire license term without restrictions that would interfere with anything contemplated in this License. Throughout this License, the words “room” and “guest room” are intended to include the word “suites” unless otherwise indicated.

The System is composed of all elements which are designed to identify Crowne Plaza hotels to the consuming public or are designed to be associated with those hotels or to contribute to such identification or association and all elements which identify or reflect the quality

standards and business practices of such hotels, all as specified in this License or as designated from time to time by Licensor. The System at present includes, but is not limited to, the principal trade and/or service marks Crowne Plaza^®, Crowne Plaza^® Suites and Crowne Plaza^® Resort (as appropriate to the specific hotel operation to which it pertains), Holidex^® and the other Marks, as defined in paragraph 7.B below, and intellectual property rights made available to licensees of the System by reason of a license; all rights to domain names and other identifications or elements used in electronic commerce as may be designated from time to time by Licensor in accordance with Licensor’s specifications to be part of the System; access to a reservation service operated in accordance with specifications established by Licensor from time to time; distribution of advertising, publicity and other marketing programs and materials; the furnishing of training programs and materials; confidential or proprietary information standards, specifications and policies for construction, furnishing, operation, appearance and service of the Hotel, and other requirements as stated or referred to in this License and from time to time in Licensor’s Standards Manual (the “Manual”) or in other communications to Licensee; and programs for inspecting the Hotel, measuring and assessing service, quality and consumer opinion and consulting with Licensee. Licensor may add elements to the System or modify, alter or delete elements of the System in its sole discretion from time to time.

Licensor hereby grants to Licensee a non-exclusive license to use the System only at the Hotel, but only in accordance with this License and only during the “License Term” beginning with the Term Commencement Date and terminating as provided under paragraph 12 hereof. The License applies to the location specified herein and to no other location. Licensee acknowledges that Licensor, its divisions, subsidiaries, affiliates and parents are and may in the future be engaged in other business activities including lodging and related activities, and that Licensee is acquiring no rights hereunder other than the right to use the System as specifically defined herein in accordance with the terms of this License.

This License does not limit Licensor’s right or the rights of any parent, subsidiary or affiliate of Licensor, to use or license the System or any part thereof or to engage in or license any business activity at any other location, including, without limitation, the licensing, franchising, ownership, operation and/or management of lodging facilities and related activities under the names and marks associated with the System and/or any other names and marks. Licensee acknowledges that Licensor’s rights to use and/or license the System, referenced immediately above, pre-date this License and are not limited or changed by the terms of this License. Licensee agrees that by acknowledging those rights, the parties do not intend to make Licensor’s exercise of such rights subject to rules applicable to contractual performance or the exercise of contractual discretion under this License.

Using the same requirements applicable generally to hotels under the System operated by Licensor and its licensees in the same category as the Hotel, Licensor may at any time during the term hereof require substantial modernization, renovation and other upgrading of the Hotel. Limited exceptions from those requirements may be made by Licensor based on local conditions or special circumstances. If the upgrading requirements contained in this paragraph 3.B cause Licensee undue hardship, Licensee may terminate the License by complying with paragraph 12.B. The provisions of this paragraph and of paragraph 12.B are not applicable to the Work as defined in this License or to future upgrading requirements due to conversions, relicensing, product quality inspections of the Hotel, Standards Manual requirements or a request for change of ownership by Licensee.

Licensor may, at its election, require Licensee to pay all outstanding fees by electronic funds transfer/direct debit of account or other similar technology designed to accomplish the same purposes.

Licensee will operate the Hotel so as to maximize gross rooms revenue of the Hotel consistent with sound marketing and industry practice and will not engage in any conduct which reduces gross rooms revenue of the Hotel in order to further other business activities.

During the License Term, Licensor will continue to specify and provide required and optional training services and programs at various locations. A fee may be charged for certain required and optional training services. Travel, lodging and other expenses of Licensee and its employees will be borne by Licensee. Reasonable charges also may be assessed for training materials.

During the License Term, so long as Licensee is in full compliance with its material obligations hereunder, Licensor will afford Licensee access to reservation service for the Hotel on terms consistent with this License.

During the License Term, Licensor will, from time to time at Licensor’s discretion, make available to Licensee consultation and advice in connection with operations, facilities and marketing. Licensor may from time to time furnish to Licensee names of suppliers or recommend to Licensee suppliers of goods and services required or useful in the operation of the Hotel; however, Licensor is not obligated to furnish any such names or to continue doing so, and Licensee is under no obligation to use any such supplier, unless expressly required to do so by the terms of this License, the Manual or otherwise. In identifying or recommending suppliers, Licensor exercises its business judgment based on its information as of that date and its sense of the long-term interests of the System. Licensor’s identification or recommendation of a supplier is not a warranty of the financial condition or performance of any supplier or of any other factor, and Licensee’s use of an identified or recommended supplier that sells products or services meeting Licensor’s standards and specifications may facilitate compliance with those standards and specifications, but it is not a substitute for such compliance.

Licensor will conscientiously seek to maintain high standards of quality, cleanliness, appearance and service at all hotels using the System so as to promote, protect and enhance the public image and reputation of the Holiday Inn and Crowne Plaza names and to increase the demand for services offered by the System. Licensor’s judgment in such matters shall be controlling in all respects, and it shall have wide latitude in making such judgments.

Licensee’s Hotel and all other hotels operated under the System will be subject to the Manual, as it may from time to time be modified or revised by Licensor, including limited exceptions from compliance which may be made based on local conditions, type of hotel or special circumstances. The Manual and any modification to it can be delivered by Licensor to Licensee in hard paper copy or, at Licensor’s option, be made available to Licensee in digital, electronic or computerized form. If communicated in digital, electronic or computerized form, Licensee must pay any costs to retrieve, review, use or access the Manual. The Manual is confidential and remains the property of Licensor.

Licensor may enter into arrangements for development, reservation services, marketing, operations, administrative, technical and support functions, facilities, programs, services and/or personnel with any other entity, and may use any facilities, programs, services or personnel used in connection with the System, in connection with any business activities of its parents, subsidiaries, divisions or affiliates.

To the extent that advertising and/or promotional support and/or funding may become available to Licensor’s parents, affiliates or subsidiaries and/or Licensor from third parties on account of the totality of the activities of Licensor’s parents, affiliates and subsidiaries, including hotels operated under the System, such support and/or funding may be used or designated by Licensor’s parents, affiliates or subsidiaries, or Licensor, to benefit such enterprises in the aggregate, in such proportion and manner as Licensor’s parents, affiliates or subsidiaries, or Licensor determines reasonably promotes the totality of such enterprises, exercising reasonable good faith business judgment with respect to such determination, provided that any such support or funding coming from activities of the System shall be used for the benefit of the System.

Licensor will make available and use Services Contribution funds computed on the basis generally applicable to licensees of the System. Licensor is not obligated to expend funds for marketing, reservations or related services in excess of the amounts received from licensees using the System and those funds made available by Licensor as set forth above. Local and regional marketing programs and related activities may be conducted by Licensee but only at Licensee’s expense and subject to Licensor’s requirements. Reasonable charges may be made for optional advertising materials ordered or used by Licensee for such programs and activities.

Licensee understands and agrees that Licensor, in its sole discretion, may perform any or all of its obligations under this License directly or through Licensor’s parents, affiliates, subsidiaries or other designees.

Decisions, other than termination notices or decisions of Licensor’s Franchise Committee, made on behalf of Licensor specifically with reference to the Hotel may be appealed to Licensor’s Franchise Committee if done promptly after Licensee has diligently sought relief through Licensor’s normal channels of authority. With the approval in writing of any member of the Franchise Committee, the decision may be further appealed to the Executive Committee of Licensor’s Board of Directors.

Each change in the Manual shall be communicated in writing to Licensee at least 30 days before it goes into effect (which communication may be in hard paper copy or, at Licensor’s option, in digital, electronic or computerized form, and if such communication is in digital, electronic or computerized form, Licensee must pay any costs to retrieve, review, use or access same). Licensor’s Franchise Committee or its equivalent, or designee subcommittee, must approve any such change and must determine that the change was formulated in good faith in the best interests of the System, after seeking the advice and counsel of the Rules of Operation Committee of the IAHI.

Licensor shall have the right to decide appeals under this paragraph 5, solely on the basis of written submissions. No appeal will suspend a decision or change, until and unless the appeal is successful. Any action taken by Licensor in the enforcement of this License that is shown to be arbitrary or capricious will be rescinded by Licensor to the extent feasible, but wide discretion and latitude will be allowed to the judgment of Licensor in the discharge of its overriding responsibility to maintain and improve the standards, performance and facilities of the hotels using the Holiday Inn, Holiday Inn Hotel & Suites, Crowne Plaza, Holiday Inn Express, Holiday Inn Express Hotel & Suites, Holiday Inn Garden Court, Holiday Inn SunSpree Resort, Holiday Inn Resort, Holiday Inn Family Suites Resort, Crowne Plaza Resort, Crowne Plaza Suites, Holiday Inn Select, Staybridge Suites, or any other Holiday Inn or Crowne Plaza hotel brand or Holiday Inn or Crowne Plaza name. Licensor will conscientiously seek to maintain high standards of quality, cleanliness, appearance and service at all hotels using the System so as to promote, protect and enhance the public image and reputation of all Holiday Inn and Crowne Plaza hotel brand names or any other Holiday Inn or Crowne Plaza name, and to increase the demand for services offered by the System. The Manual will apply to all hotels operated under the System by Licensor and its licensees. Limited exceptions from compliance may be made based on local conditions or special circumstances.

Licensee will not be arbitrary, capricious or unreasonable in exercising its appeal (or any other) rights under this License, and will use them only for the purpose for which intended.

Licensee, other licensees of the System, and Licensor are eligible for membership in the IAHI and are entitled to vote at its meetings on the basis of one hotel, one vote, provided that Licensee or Licensor, as the case may be, has paid all its dues and fees owing to the IAHI. The purposes of the IAHI will be to consider and discuss, and make recommendations on common problems relating to the operation of System hotels. Licensor will seek the advice and counsel of the IAHI Board of Directors and its Rules of Operation, Advertising and Reservation Committees, or their successor committees.

IAHI committees, their functions and their members will be subject to approval in writing by Licensor, which approval will not be unreasonably withheld. Recognizing that the IAHI must function in a manner consistent with the best interests of all persons using the System, the Licensee and Licensor will use their best efforts to cause the governing rules of the IAHI to be consistent with this License.

The Licensee acknowledges and will not contest, either directly or indirectly, Licensor’s unrestricted and exclusive ownership of the System and any element(s) or component(s) thereof, or that Licensor has the sole right to grant licenses to use all or any element(s) or component(s) of the System. Licensee specifically agrees and acknowledges that Licensor is the owner of all right, title and interest in and to the marks Holiday Inn, Holiday Inn Hotel & Suites, Crowne Plaza, Holiday Inn Express, Holiday Inn Express Hotel & Suites, Holiday Inn SunSpree Resort, Holiday Inn Resort, Holiday Inn Family Suites Resort, Crowne Plaza Suites, Crowne Plaza Resort, Holiday Inn Select, Staybridge Suites, Candlewood Suites, Hotel Indigo and Intercontinental Hotels and Resorts and all other marks, names or other elements associated with the System, as defined in Section 1(B) of this License, or derived therefrom (including but not limited to domain names or other identifications or elements used in electronic commerce), together with the goodwill symbolized thereby, and that Licensee will not contest directly or indirectly the validity or ownership of the marks either during the term of this License or after its termination. All improvements and additions whenever made to or associated with the System by the parties hereto or anyone else, and all service marks, trademarks, copyrights, and service mark, trademark, domain name or similar registrations at any time used, applied for or granted in connection with the System, and all goodwill arising from Licensee’s use of Licensor’s marks shall inure to the benefit of and become the property of Licensor. Upon expiration or termination of this License, no monetary amount shall be assigned as attributable to any goodwill associated with Licensee’s use of the System or any element(s) or component(s) of the System including any trademarks or service marks licensed hereunder.

The “Marks” means the names and marks Crowne Plaza, Crowne Plaza Suites, Crowne Plaza Resort, Holidex, and their distinguishing characteristics and the other service marks, trademarks, tradenames, slogans, commercial symbols, logos, trade dress, copyrighted material and intellectual property associated with the System, including (without limitation) those which Licensor may designate in the future for use and those which Licensor does not designate as withdrawn from use. Licensor will have the sole right and responsibility to handle disputes with third parties concerning use of all or any part of the Marks or System, and Licensee will, at its reasonable expense, extend its full cooperation to Licensor in all such matters. All recoveries made as a result of disputes with third parties regarding use of the Marks or System or any part thereof shall be for the account of Licensor. Licensor need not initiate suit against alleged imitators or infringers, and may settle any dispute by grant of a license or otherwise. Licensee will not initiate any suit or proceeding against alleged imitators or infringers or any other suit or proceeding to enforce or protect the Marks or System.

Both parties will make every effort consistent with the foregoing to protect and maintain the Marks. Licensee agrees to execute any documents deemed necessary by Licensor or its counsel to obtain protection for the Marks or to maintain their continued validity and enforceability. Licensee agrees to use the Marks associated with the System only in the manner authorized by Licensor and acknowledges that any unauthorized use thereof shall constitute infringement of Licensor’s rights.

If Licensor modifies or discontinues use of any of the Marks licensed under this License as a result of any proceeding or settlement, then Licensee agrees to comply with Licensor’s instructions in order to implement such modification or discontinuation. Licensee further agrees that it will have no right to any compensation or other remedies from Licensor or any of its subsidiaries, affiliates or parents as a consequence of any such modification or discontinuation.

At least monthly, Licensee shall prepare a statement which will include all information concerning Gross Rooms Revenue, other revenues generated at the Hotel, room occupancy rates, reservation data and other information required by Licensor that may be useful (in Licensor’s sole business judgment) in connection with marketing and other functions of Licensor, its parents, subsidiaries, divisions or affiliates (the “Data”). The Data shall be the property of Licensor; however, nothing herein shall prevent the reasonable use of the Data by Licensee during the License Term and, with respect to financial Data, for up to three (3) years after expiration of the License Term. The Data will be permanently recorded and retained by Licensee as may be reasonably required by Licensor. By the third of each month, Licensee will submit to Licensor a statement setting forth the Data and reflecting the computation of the

amounts then due under paragraph 3.C. The statement will be in such form (including but not limited to electronic transmission or automatic capture) and detail as Licensor may reasonably request from time to time, and may be used by Licensor for its reasonable purposes.

Licensee will, in a manner and form satisfactory to Licensor and utilizing accounting and reporting standards as reasonably required by Licensor, prepare on a current basis (and preserve for no less than 4 years or Licensor’s record retention requirements, whichever is longer), complete and accurate records concerning Gross Rooms Revenue and all financial, operating, marketing and other aspects of the Hotel, and maintain an accounting system which fully and accurately reflects all financial aspects of the Hotel and its business. Such records shall include but not be limited to books of account, tax returns, governmental reports, register tapes, daily reports, and complete quarterly and annual financial statements (profit and loss statements, balance sheets and cash flow statements).

Licensor may require Licensee to have Licensee’s Gross Rooms Revenue and/or monies due hereunder computed and certified as accurate by a certified public accountant. During the License Term and for two years afterward, Licensor and its authorized agents will have the right to verify information required under this License by requesting, receiving, inspecting and auditing, at all reasonable times, any and all records referred to above wherever they may be located (or elsewhere if reasonably requested by Licensor). If any such inspection or audit discloses a deficiency in any payments due hereunder, and the deficiency in any payment is not offset by overpayment, Licensee shall immediately pay to Licensor the deficiency and interest thereon as provided in paragraph 3.C(5). Licensee shall also immediately pay to Licensor an audit fee of $3,000. If the audit does not result in a deficiency being assessed, then no audit fee will be assessed. If the audit discloses an overpayment, Licensor will immediately refund it to Licensee.

Licensee will submit to Licensor as soon as available but not later than 90 days after the end of Licensee’s fiscal year, and in a format as reasonably required by Licensor, complete financial statements for such year. Licensee will certify them to be true and correct and to have been prepared in accordance with generally accepted accounting principles consistently applied, and any false certification will be a breach of this License.

Licensee will indemnify Licensor, its parents, and its subsidiaries and affiliates and their officers, directors, employees, agents, successors and assigns against, hold them harmless from, and promptly reimburse them for all payments of money (fines, damages, legal fees, expenses, etc.) by reason of any claim, demand, tax, penalty, or judicial or administrative investigation or proceeding whenever asserted or filed (even where negligence of Licensor

and/or its parents, subsidiaries and affiliates is alleged) arising from any claimed occurrence at the Hotel or any act, omission or obligation of Licensee or anyone associated or affiliated with Licensee or the Hotel. At the election of Licensor, Licensee will also defend Licensor and/or its parents, subsidiaries and affiliates and their officers, directors, employees, agents, successors and assigns against same. In any event, Licensor will have the right, through counsel of its choice, to control any matter to the extent it could directly or indirectly affect Licensor and/or its parents, subsidiaries or affiliates or their officers, directors, employees, agents, successors or assigns. Licensee agrees to pay Licensor all expenses including attorney’s fees and court costs, incurred by Licensor, its parents, subsidiaries or affiliates, and their successors and assigns to remedy any defaults of or enforce any rights under the License, effect termination of the License or collect any amounts due under the License.

During the License Term, Licensee will comply with all insurance requirements of any lease or mortgage covering the Hotel, and Licensor’s specifications for insurance as to the amount and type of coverage as may be reasonably specified by Licensor from time to time in writing, and will in any event maintain on the Hotel as a minimum, the following insurance underwritten by an insurer approved by Licensor:

All policies must be written on a fully insured basis. Deductibles or self-insured retentions are subject to approval on an individual basis.

At all times during the License Term, Licensee will furnish to Licensor certificates of insurance evidencing the term and limits of coverage in force, names of applicable insurers and persons insured, and a statement that coverage may not be canceled, altered or permitted to lapse or expire without 30 days’ advance written notice to Licensor. Revised certificates of insurance shall be forwarded to Licensor each time a change in coverage or insurance carrier is made by Licensee, and/or upon renewal of expired coverages. At Licensor’s option, Licensee may be required to provide certified insurance policy copies.

Licensor shall have the right to transfer or assign this License or any of Licensor’s rights or obligations hereunder to any person or legal entity.

Licensee understands and acknowledges that the rights and duties set forth in this License are personal to Licensee, and that Licensor has granted this License in reliance on the business skill, financial status, and personal character of Licensee (if Licensee is an individual), and upon the owners, members, partners or stockholders of Licensee (if Licensee is an entity, such as a partnership, company or corporation (“Entity”)). Accordingly, neither Licensee nor any immediate or remote successor to any part of Licensee’s interest in the License, nor any individual or entity which directly or indirectly owns an Equity Interest (as that term is defined herein) in Licensee or the License, shall sell, assign, transfer, convey, pledge, mortgage, encumber, or give away, any direct or indirect interest in the License or Equity Interest in Licensee, except as provided in this License. Any purported sale, assignment, transfer, conveyance, pledge, mortgage, or encumbrance by operation of law or otherwise, of any interest in the License or any Equity Interest in Licensee not in accordance with the provisions of this License, shall be null and void and shall constitute a material breach of this License, for which Licensor may terminate without opportunity to cure pursuant to paragraph 12.D of this License.

If the real property used in the operation of the Hotel is owned directly or indirectly by Licensee or by an individual or Entity that owns any Equity Interest in Licensee and Licensee, or that individual or Entity proposes to transfer all or a substantial part of such property to a third party, such transfer shall constitute a transfer under the provisions of this License requiring an application for a new license agreement, unless Licensee receives Licensor’s prior written consent for the transaction.

Licensee must at all times retain and exercise direct management control over the Hotel’s business. Licensee shall not enter into any lease, management agreement, or other similar arrangement for the operation of the Hotel or any part thereof (including without limitation, food and/or beverage service facilities) with any individual or Entity other than Licensee, without the prior written consent of Licensor.

Licensee shall, at the earliest possible time, give Licensor full notice of any proposed taking by eminent domain. If Licensor acknowledges that the Hotel or a substantial part thereof is to be taken, Licensor will give due and prompt consideration, without any obligation, to transferring the License to a nearby location selected by Licensee and approved by Licensor as promptly as reasonably possible and in any event within four months of the taking, provided that Licensee has promptly filed an application to transfer the License to such new location. If the new location is approved by Licensor, and the transfer authorized by Licensor, and if Licensee opens a new hotel at the new location in accordance with Licensor’s specifications within two years of the closing of the Hotel, the new hotel will thenceforth be deemed to be the Hotel licensed under this License. If a condemnation takes place and a new hotel does not, for whatever reason, become the Hotel under this License in strict accordance with this paragraph (or if it is reasonably evident to Licensor that such will be the case), the License will terminate forthwith upon notice thereof by Licensor to Licensee.

If the Hotel is damaged by fire or other casualty, Licensee will expeditiously repair the damage. If the damage or repair requires closing the Hotel, Licensee will immediately notify Licensor; will repair or rebuild the Hotel in accordance with Licensor’s standards; will commence reconstruction within four months after closing; will expeditiously continue on an uninterrupted basis with such reconstruction and will reopen the Hotel for continuous business operations as soon as practicable (but in any event within 24 months after closing of the Hotel), giving Licensor ample advance notice of the date of reopening. If the Hotel is not reopened in accordance with this paragraph, the License will forthwith terminate upon notice thereof by Licensor to Licensee. Notwithstanding anything else herein to the contrary, during the time the Hotel is closed, Licensee shall pay Licensor a monthly royalty of 2% of Gross Rooms Revenue based on the average monthly Gross Rooms Revenue for the preceding 12 months prior to the date of closing or if the Hotel has not been in the System for 12 months, based on the average monthly Gross Rooms Revenue for the period during which the Hotel has been in operation in the System. Said payment shall be in lieu of all other System fees under paragraph 3.C of this License, but shall only be payable if Licensee receives insurance proceeds for such business interruption, which coverage Licensee agrees to obtain.

The License may be replaced by a new license agreement as provided in paragraph 10 and the License may terminate as provided in this paragraph 11 without liquidated damages.

Nothing in this paragraph 11 will extend the License Term but Licensee shall not be required to make any payments pursuant to paragraphs 3.C(1) and (3), except as provided in paragraph 11.B above, for periods during which the Hotel is closed by reason of condemnation or casualty.

This License will expire without notice ten (10) years from the date of the opening of the Hotel, subject to earlier termination as set forth herein. This License is not renewable, and Licensee acknowledges and agrees that this License confers upon Licensee absolutely no rights of license renewal following the expiration of the License Term. The parties recognize the difficulty of ascertaining damages to Licensor resulting from premature termination of the License, and have provided for liquidated damages which represent their best estimate as to the damages arising from the circumstances in which they are provided.

Licensee may terminate the License as provided in paragraph 3.B, by giving at least 12 but less than 15 months’ advance notice to Licensor accompanied by a lump sum payment as an early termination fee, and not as a penalty or in lieu of any other payments required under this License, equal to the total of all amounts required under paragraph 3.C for the 12 calendar months of operation preceding the notice or if the Hotel has been in operation in the System for less than 12 months, the greater of (i) 12 times the monthly average of such amounts for the period during which the Hotel has been in operation in the System, or (ii) 12 times such amounts as are due for the one month preceding the termination.

This License may be terminated by Licensor immediately (or at the earliest time permitted by applicable law) if:

Licensee will take whatever action is necessary to assure that no use is made of any part of the System at or in connection with the Hotel after the License Term ends. This will involve, among other things, returning to Licensor the Manual and all other materials proprietary to Licensor, ceasing the use of any of Licensor’s trademarks or service marks, physical changes of distinctive System features of the Hotel, including removal of the primary freestanding sign down to the structural steel, and all other actions required to preclude any possibility of confusion on the part of the public and to ensure that the Hotel is no longer using all or any part of the System or otherwise holding itself out to the public as a Crowne Plaza hotel. Anything not done by Licensee in this regard within 30 days after termination, may be done at Licensee’s expense by Licensor or its agents who may enter upon the premises of the Hotel for that purpose.

If the License terminates pursuant to paragraph 12.C or 12.D above, Licensee will promptly pay Licensor (as liquidated damages for the premature termination only, and not as a penalty nor as damages for breaching the License nor in lieu of any other payment) a lump sum equal to the total amounts required under paragraphs 3.C(1), (3) and (4) during the 36 calendar months of operation preceding the termination or such shorter period as equals the unexpired License Term at the time of termination; or if the Hotel has not been in operation in the System for 36 months, the greater of:

Licensee is an independent contractor. Neither party is the legal representative nor agent of, or has the power to obligate (or has the right to direct or supervise the daily affairs of) the other for any purpose whatsoever. Licensor and Licensee expressly acknowledge that the relationship intended by them is a business relationship based entirely on and circumscribed by the express provisions of this License and that no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by reason of this License.

Licensee will take such steps as are necessary and such steps as Licensor may from time to time reasonably request to minimize the chance of a claim being made against Licensor for anything that occurs at the Hotel or for acts, omissions or obligations of Licensee or anyone associated or affiliated with Licensee or the Hotel. Such steps may, for example, include giving notice in guest rooms, public rooms and advertisements and on business forms and stationery, etc., making clear to the public that Licensor is not the owner or operator of the Hotel and is not accountable for what happens at the Hotel. Unless required by law, Licensee will not use Licensor’s name, the Marks or any other trademarks, service marks or other intellectual property owned or licensed by Licensor or any of its affiliates, or any similar word in its corporate, partnership or trade name, nor authorize or permit such use by anyone else. Licensee will not use Licensor’s name, the Marks or any other trademarks, service marks or other intellectual property owned or licensed by Licensor or any of its affiliates, to incur any obligation or indebtedness on behalf of Licensor.

Licensee shall not register Licensor’s name, the Marks or any other trademarks, service marks or other intellectual property owned or licensed by Licensor or any of its affiliates, as part of any internet domain name or Uniform Resource Locator (URL), and may not display or use any of the Marks or other intellectual property rights related to the System in connection with any web site and may not promote, maintain, implement or be responsible for any web site in connection with the licensed Hotel without the prior written approval of Licensor, and if

approved by Licensor, any such web site shall comply with all of Licensor’s web site requirements as set forth in the Manual or otherwise.

The remedies provided in this License are not exclusive. In the event any provision of this License is held to be unenforceable, void or voidable as being contrary to the law or public policy of the United States or any other jurisdiction entitled to exercise authority hereunder, all remaining provisions shall nevertheless continue in full force and effect, unless deletion of the provision(s) deemed unenforceable, void or voidable impairs the consideration for this License in a manner which frustrates the purpose of the parties or makes performance commercially impracticable. In the event any provision of this License requires interpretation, such interpretation shall be based on the reasonable intention of the parties in the context of this transaction without interpreting any provision in favor of, or against, any party hereto by reason of the draftsmanship of the party or its position relative to the other party.

This License shall become valid when executed and accepted by Licensor at Atlanta, Georgia. It shall be deemed made and entered into in the State of Georgia, and shall be governed and construed under, and in accordance with, the laws and decisions (except any conflicts of law provisions) of the State of Georgia. In entering into this License, Licensee acknowledges that it has sought, voluntarily accepted and become associated with Licensor who is headquartered in Atlanta, Georgia. The choice of law designation permits, but does not require, that all suits concerning this License may be filed in the State of Georgia.

This License is exclusively for the benefit of the parties hereto, and it may not give rise to liability to a third party. No agreement between Licensor and anyone else is for the benefit of Licensee.

This is the entire agreement between the parties pertaining to the licensing of the Hotel and supersedes all previous negotiations and agreements between the parties pertaining to the licensing of the Hotel as a Crowne Plaza brand hotel. That certain “Addendum to Holiday Hospitality Franchising, Inc. License Agreement for a Condominium Hotel” executed by and between Licensor and Licensee (the “Addendum”) is deemed part of the License and is hereby incorporated by this reference. No change in this License will be valid unless in writing signed by both parties. No failure to require strict performance or to exercise any right or remedy hereunder will preclude requiring strict performance or exercising any right or remedy in the future.

Licensor’s consent, whenever required, may be withheld if any breach by Licensee exists under this License. Approvals and consents by Licensor will not be effective unless evidenced by a writing duly executed on behalf of Licensor.

Notices will be effective hereunder when and only when they are reduced to writing and delivered personally or mailed by Federal Express or comparable overnight or express delivery service, by documented facsimile transmission or by certified mail to the appropriate party at its address, hereinafter set forth, or to such person and at such address as may subsequently be designated by one party to the other.

Licensee represents and warrants to Licensor that the entities and persons signing this License on behalf of Licensee are duly authorized to do so and to bind Licensee to enter into and perform this License. Licensee further represents and warrants to Licensor that Licensee and the entities and persons signing this License on behalf of Licensee have obtained all necessary approvals and that their execution, delivery and performance of this License will not violate, create a default under or breach any charter, bylaws, agreement or other contract, license, permit, order or decree to which they are a party or to which they are subject or to which the Hotel is subject. If Licensee has not already done so prior to the execution of this License, Licensee agrees to submit to Licensor by the date specified by Licensor all of the documents and information that Licensor required or requested in the license application and in connection with the licensing process. Licensee acknowledges that its breach of the representations and warranties in this paragraph, its failure to comply with Licensor’s requirements for the submission of information and documents, or any omission or misrepresentation of any material fact in the information or documents submitted to Licensor in connection with the license application and/or the licensing process will constitute a material breach of Licensee’s obligations under this License.

Licensee and its respective heirs, representatives, successors and assigns, hereby release, remise and forever discharge Licensor and its parents, subsidiaries and affiliates and their directors, employees, agents, successors and assigns from any and all claims, whether

known or unknown, of any kind or nature, absolute or contingent, if any there be, at law or in equity, from the beginning of time to and including, the date of Licensor’s execution of this License, and Licensee and its respective heirs, representatives, successors and assigns do hereby covenant and agree that they will not institute any suit or action at law or otherwise against Licensor, directly or indirectly relating to any claim released hereby by Licensee. This release and covenant not to sue shall survive the termination of this License. Licensee shall take whatever steps are necessary or appropriate to carry out the terms of this release and covenant not to sue upon Licensor’s request.

Licensee agrees to perform the construction and renovation work including, without limitation, the purchase of furniture, fixtures and equipment set forth on Attachment B attached hereto and incorporated herein by reference (“the Work”). Licensee acknowledges that its agreement to perform the Work is an essential element of the consideration relied upon by Licensor in entering into the License and agrees that, Licensee may be authorized, in Licensor’s sole discretion, to use the System at the Hotel prior to completion of the Work, but only during such time as Licensee is actively meeting its performance obligations in full compliance with the requirements of Attachment “B”. Licensee’s failure to perform the Work in accordance with Licensor’s requirements and specifications (including the progress, milestone, completion and other dates specified in Attachment “B”) shall constitute a material breach of Licensee’s obligations under the License.

In the event Licensor terminates this License due to Licensee’s breach of any of its obligations under the License prior to the time that Licensee is authorized to use the System at the Hotel or all conditions set forth in Paragraph 24 of the Addendum are not fulfilled by the dates set forth therein (other than by reason of a default of the seller under the Purchase Agreement (as defined in the Addendum), Licensee shall pay the Licensor (as liquidated damages for the premature termination only, and not as a penalty nor as damages for breaching the license or in lieu of any other payment), a lump sum equal to 2¹/2 times the full amount of application fees that would be due and owing for the Hotel, based upon the proposed number of rooms for the Hotel or the minimum Application Fee required (whichever is applicable), as disclosed in Item 5 of the Crowne Plaza UFOC, and irrespective of whether any application fees have been paid or assessed for the Hotel.

Licensee agrees to pay Licensor all expenses, including reasonable attorney’s fees and court costs, incurred by Licensor, its parents, subsidiaries, affiliates, and their successors and assigns, to remedy any defaults of or enforce any rights under the License, effect termination of the License or collect any amounts due under the License.

The descriptive headings in this License are for convenience only and shall not control or affect the meaning or construction of any provision in this License.

Licensor may establish capital reserve requirements on Licensee (“Reserve”) in an amount not in excess of 4% of Gross Rooms Revenue annually (inclusive of lender and unit owner reserves) to be used for capital expenditures and upgrading of the Hotel including renovation of guest rooms, guest room corridors and other public spaces and replacement of furniture, fixtures and equipment. Licensor shall give Licensee no less than ninety (90) days notice of any such Reserve requirements as the same may be established or changed by Licensor from time to time, and in such event, Licensee shall establish an escrow reserve account funded monthly in a bank selected by Licensee. Licensee shall make expenditures from such account for the purposes hereinbefore specified in accordance with Licensor’s requirements. Licensee acknowledges that the Reserve may not be sufficient to maintain the Hotel as a first class facility in accordance with Licensor’s standards and Licensee shall promptly provide any necessary additional funds to meet Licensor’s product quality and consumer quality requirements.

Licensee represents, warrants and covenants that neither it nor any entity or individual having a direct or indirect ownership interest in it nor any of Licensee’s affiliates nor any officer, director, employee, member, partner or shareholder (provided that this representation shall not apply to any holder of publicly-traded shares of Licensee or its affiliates purchased through a stock exchange transaction) of any of the foregoing, has, does or will (i) support or supported terrorism; (ii) provide or provided money or financial services to terrorists; (iii) engage or engaged in terrorism; (iv) appear or appeared on the United States government list of organizations that support terrorism; and (v) engage or engaged in or be or been convicted of fraud, corruption, bribery, money laundering, narcotics trafficking or other crimes. Licensee further warrants and represents that all of the foregoing individuals are eligible under applicable United States immigration laws to travel to the United States for training or any other purpose.

Licensor and Licensee recognize and agree, and any mediator or judge is affirmatively advised, that certain provisions of this License describe the right of Licensor (or one of its committees) to take (or refrain from taking) certain actions in the exercise of its business judgment as to the long-term overall interests of the System, and/or upon its determination that the change was adopted in good faith and is consistent with the long-term overall interests of the System. Where such judgment has been exercised by Licensor (or one of its committees), neither a mediator, nor a judge, nor any trier of fact, shall substitute his, her or their judgment for the judgment so exercised by Licensor.

IN WITNESS WHEREOF, the parties have executed this License, as of the date first stated above.

Licensee acknowledges that its agreement to perform and complete the construction, upgrading and renovation work and other items described in the attached Property Improvement Plan (the “Work”) is an essential element of the consideration relied upon by Licensor in entering into the License.

Licensee shall not commence its operation of the System at the Hotel unless and until it receives Licensor’s written authorization to do so.

Licensor may authorize Licensee to open and operate the Hotel as a Crowne Plaza branded hotel even though Licensee has not fully complied with the terms of the License, provided Licensee fulfills all remaining terms of this License, including completion of the Work, on or before an outside date designated by Licensor. Notwithstanding any consent by Licensor to the authorized conditional opening of the Hotel as a Crowne Plaza branded hotel, the Work described below in this Attachment “B” must be completed and the Hotel must otherwise be in compliance with the License and open as a Crowne Plaza branded hotel by no later than June 30, 2007.

In the event Licensor terminates this License due to Licensee’s breach of any of its obligations under the License prior to the time that Licensee is authorized to use the System at the Hotel, Licensee shall pay to Licensor (as liquidated damages for the premature termination only, and not as a penalty nor as damages for breaching the License nor in lieu of any other payment), a lump sum equal to 2-1/2 times the full (undiscounted) amount of the application fee ($500 per guest room) for the Hotel, as disclosed in Item 5 of the UFOC, based on 309 guest rooms, irrespective of whether, in fact, any application fees have been paid or assessed for the Hotel.

Professional Architectural, Interior Design and Landscape Design assistance is required during the renovation process of a Six Continents Hotels Brand Hotel.

Please submit all plans (drawings), specifications and color boards to Six Continents Hotels, Property Improvement Department for review and approval prior to purchasing or renovation. Any items not formally submitted for approval may require replacement or modification if they do not meet Design Standards.

The Licensee is to ensure all areas of the hotel are in complete compliance with local codes and Americans with Disabilities Act (ADA). Owner is required to address federal and local building codes as related to the presence and removal of any asbestos. Owner is required to repair or replace all items and finishes in the hotel that may be damaged during the course of the renovation. Ensure all areas of the hotel are in new condition upon completion of the PIP.

This Product Improvement Plan was developed from an on-site review of the subject hotel on December 12, 2002, by Kathreen F. Walton and Terry Logsdon, Six Continents Hotels, accompanied by Barry Gilliland, Managing Director, Ambassador Hotel.

This hotel requires major renovation that affects all areas of the hotel. Exterior façades and architectural detail must be upgraded with full replacement required for windows, doors, railings, etc.

All public and guestroom areas of the hotel require a complete renovation to include new FF&E throughout and modifications to the existing layout.

A comprehensive design package must be submitted to Six Continents Hotels for review and approval. All replacement materials and structural modifications must be clearly identified and addressed.

Professional Architectural, Interior Design and Landscape Design assistance is required during the renovation process of a Six Continents Hotels Brand Hotel.

Please submit all plans (drawings), Color boards and specifications for review and approval prior to purchasing or renovation to:

Any items not formally submitted for approval may require replacement or modification if they do not meet design approval or Brand Standards.

(The exterior requires a complete renovation, work must include but is not limited to the following.)

(This area requires a complete renovation, work must include but is not limited to the following.)

(All three sets of public restrooms require complete renovation, work must include but is not limited to the following.)

(The restaurant requires complete renovation, work must include but is not limited to the following.)

(The Lounge requires a complete renovation, work must include but is not limited to the following.)

(All meeting spaces require a complete renovation, work must include but is not limited to the following.)

(The Fitness Room requires a complete renovation, work must include but is not limited to the following.)

The kitchen requires renovation address conditional and life safety issues. All back-of-the-house work and service areas must be in good working order, clean and provide a safe, upbeat working environment.

Renovation to this area must include refurbishing and restoring all employee areas and modifying the existing life safety equipment as needed to meet Six Continents Hotels requirements. Employee restrooms and break area must be included with this renovation.

(Guestroom corridors require a complete renovation, work must include but is not limited to the following.)

(Model guestrooms and baths are well-designed and acceptable aesthetically; however, specifications must be provided to ensure Crowne Plaza performance standards are met. Guestrooms require a complete renovation, work must include but is not limited to the following.)

Guestrooms require a complete renovation, work must include but is not limited to the following.)

The back of house areas must be renovated to address conditional and life safety requirements. Work spaces must be clean and provide adequate storage to keep them clutter free.

THIS ADDENDUM is made on September , 2006 between Holiday Hospitality Franchising, Inc., a Delaware corporation (“Licensor”), and MHI Hospitality TRS, LLC, a Delaware limited liability company (“Licensee”). This Addendum is attached to, and intended to be a part of, the License executed by and between Licensor and Licensee concurrently herewith (the “License”), for the operation of a Crowne Plaza^® Resort hotel in Hollywood, Florida pursuant to the terms of the License. In the event of any conflict between the terms of this Addendum and the terms of the License, the terms of this Addendum shall control. All capitalized terms not defined in this Addendum have the respective meanings set forth in the License. All references to the License or License Agreement shall include this Addendum (and all other addenda to the License).

1. Background. Licensee hereby represents to Licensor the matters set forth in this paragraph. The Hotel (as hereinafter defined) will be part of a condominium hotel that is being developed by MCZ/Centrum Florida XIX, L.L.C., a Delaware limited liability company (“Developer”). The condominium hotel is a conversion of an existing building located at 4000 South Ocean Drive, Hollywood, Florida. The land and the airspace occupied by the condominium hotel improvements has been or will be submitted to the condominium form of ownership. The Condominium Documents have “carved” or will “carve” the real property into one commercial condominium unit (the “Hotel Unit”) and 309 residential condominium units (each a “Residential Condominium Unit” and, collectively, the “Residential Condominium Units”). The Hotel Unit includes or will include within its boundaries the entire building comprising the Condominium (the “Hotel Building”), except for the Residential Condominium Units and the common elements of the Condominium Association, if any, within the Hotel Building. The Hotel Unit and Residential Condominium Units are more specifically described and graphically depicted in the exhibits to the declaration of condominium. The Hotel Unit will include the structure, roof, balconies, public areas, common systems, the ADA Residential Units (as hereinafter defined), at least 9,000 square feet of function space, and other physical facilities located within the Hotel Building. An Affiliate of Licensee, MHI Hollywood LLC, a Delaware limited liability company (“Purchaser”), has entered into a purchase agreement dated as of September, 2005 between MCZ/Centrum Florida VI Owner, L.L.C., an Illinois limited liability company, as seller, and Purchaser, as purchaser, to purchase the Hotel Unit, which purchase agreement was assigned by MCZ/Centrum Florida VI Owner, L.L.C. to Developer and amended by amendment dated November 16, 2005, amendment dated February , 2006 and an amendment dated September , 2006 (as amended from time to time, the “Purchase Agreement”). Upon acquiring title, Purchaser will simultaneously lease the Hotel Unit to Licensee on a long-term basis (“Hotel Unit Lease”), which shall in any event not expire prior to the expiration of the License. MHI Hotels Services LLC (“Management Company”), an affiliate of Purchaser and Licensee, will, pursuant to a management agreement with Licensee (“Management Agreement”), operate the Hotel Unit and the Participating Units (hereafter defined) that will serve as Hotel guest rooms and the Leased Function Space (as hereinafter defined). A swimming pool and certain other amenities that are not part of the Condominium will be managed by Licensee (and sub-managed by the Management Company) pursuant to a

management agreement with the Master Association or a sub-management agreement with a management company retained by the Master Association. Purchaser will offer owners of the Residential Condominium Units (“Residential Unit Owners”) the option of participating in a voluntary rental management program to be operated as part of the Hotel (the “Rental Management Program”). Each Residential Unit Owner that elects to participate will enter into a rental agreement in the form attached hereto as Exhibit D (“Rental Agreement”) engaging Purchaser to act as the Residential Unit Owner’s exclusive agent for the purpose of renting, operating and managing its Residential Condominium Unit (thereby making the Residential Condominium Unit one of the “Participating Units” and making the Residential Unit Owner a “Participating Unit Owner,” as those terms are hereinafter defined). The Participating Units will be rented on a transient basis to guests of the Hotel as part of the Hotel operation. The Hotel, including the Participating Units, will be operated by Licensee as a Crowne Plaza^® Resort hotel in accordance with the System and the License. Notwithstanding anything herein to the contrary, if Developer submits any Residential Condominium Unit that it owns to the Rental Management Program, the terms and conditions governing its participation in the Rental Management Program (which terms and conditions shall be as set forth in the Purchase Agreement) shall be deemed for purposes hereof a “Rental Agreement,” the applicable unit (after Licensor has delivered written confirmation as required by the Purchase Agreement confirming that the unit meets Licensor’s brand standards) shall be deemed a “Participating Unit” and Developer shall be deemed a “Participating Unit Owner” with respect to that unit notwithstanding the fact that Developer did not execute a Rental Agreement.

2. Definitions. The following terms when used in the License (including this Addendum) shall have the meanings indicated below. To the extent any term defined below is defined differently in the original License, such definition in the original License shall be deleted in its entirety and replaced with the definition below.

“ADA Residential Units” has the meaning set forth in Section 21 of this Addendum.

“Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For all purposes hereof, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, or in each case, the power to veto major policy decisions of any Person, in each case whether through the ownership of voting securities or by contract or other legally binding obligation. For purposes of Licensee, the term “Affiliate” shall include, without limitation, the Management Company and the Purchaser. In no event shall Licensor or Licensee be deemed Affiliates of one another.

“Common Properties” means the portions of the Community that are designated as “Common Properties” in the Master Declaration. Licensee hereby represents that owners of real property within the Community and their authorized agents, guests and invitees have an easement to use the Common Properties subject to the terms and conditions of the Master Declaration. Licensee further represents that certain Common Properties located west of South Ocean Drive will be operated by Licensee as part of the Hotel Operation, including the Resort Pool and all other amenities and properties necessary to conduct operations of the Hotel in accordance with the License, the Manual and all other System requirements.

“Condominium” means Sian Resort Residences I Condominium, a condominium formed or to be formed under the laws of the State of Florida pursuant to the declaration of condominium thereof, filed or to be filed in the public records of Broward County, Florida.

“Condominium Association” means Sian Resort Residences I Condominium Association, Inc., a Florida corporation not for profit.

“Condominium Documents” means the documents offering, creating and evidencing the Condominium regime including, without limitation, condominium prospectus, declaration of condominium, and Condominium Association articles, bylaws and rules and regulations.

“Condominium Units” means, collectively, the Hotel Unit and each of the Residential Condominium Units.

“Developer” means MCZ/Centrum Florida XIX, L.L.C., a Delaware limited liability company.

“FF&E” means all furniture, fixtures and equipment located at or used in connection with any portion of the Hotel, including (as applicable and without limitation): (i) all furniture, furnishings, built-in furniture, carpeting, draperies, decorative millwork, decorative lighting, doors, cabinets, hardware, partitions (but not permanent walls), televisions and other electronic equipment, interior plantings, interior water features, artifacts and artwork, and interior and exterior graphics; (ii) communications equipment; (iii) all fixtures and specialized hotel equipment used in the operation of kitchens, laundries, dry cleaning facilities, bars and restaurants; (iv) telephone and call accounting systems; (v) rooms management systems, point-of-sale accounting equipment, front and back office accounting, computer, duplicating systems and office equipment; (vi) cleaning and engineering equipment and tools; (vii) recreational equipment; and (viii) all other similar items which are used in the operation of the Hotel, excluding, however, any personal property owned by Non-Participating Unit Owners and guests and excluding any personal property owned by Participating Unit Owners that is stored or not made available for use in connection with the operation of the Hotel.

“Hotel” means (and Paragraph l.A of the original License is hereby deleted and replaced with the following definition) the Participating Units (at any given time), the Hotel Unit, the Hotel Operated Common Properties, the Leased Function Space and all other improvements, structures, facilities, appurtenances, amenities, easements, entry and exit rights, parking rights, and other rights and property owned by or leased to Licensee or its Affiliates or managed by Licensee or its Affiliates and used in connection with the Hotel operation, including, without limitation, (i) the freehold title of Licensee or its Affiliates to the Hotel Unit, and (ii) all FF&E and other fixed assets installed in, or located at, the foregoing improvements, structures and facilities. The Hotel shall not include the Non-Participating Units. Licensee hereby represents that, as of the Opening Date, the facilities listed on Attachment “A” to the License will be available for use by guests of the Hotel (exclusive of Non-Participating Units). Licensee agrees that no change in the number of Residential Condominium Units or the number of potential “keys” represented by the Residential Condominium Units and no other significant change in the

Hotel or in the manner in which the Hotel rooms and services are offered to the public (including timesharing of existing Condominium Units or any part thereof or changes to the legal or governance structure established by the Condominium Documents and/or Master Declaration if the proposed changes could adversely affect the Hotel or Licensee’s ability to comply with the terms, conditions and payment obligations of the License) may be made without Licensor’s prior written approval. Throughout the License, the words “room” and “guest room” are intended to mean the Participating Units and ADA Residential Units (and include the word “suites” unless otherwise indicated).

“Hotel Operated Common Properties” means those portions of the Common Properties located West of South Ocean Drive including the Resort Pool and outdoor function areas which are located on Common Properties and which could be perceived by guests of the Hotel to be part of the Hotel.

“Hotel Unit” has the meaning set forth above in Section 1, and includes, without limitation, the ADA Residential Units and at least 9,000 square feet of function space.

“Master Declaration” means that certain Declaration of Covenants, Conditions, Restrictions and Easements for Sian Ocean Residences & Resort Master Association filed August, 2006 in Official Records Book 41532, Page 1989, of the Public Records of Broward County, Florida, as same may be amended from time to time.

“Non-Participating Units” means, at any given time, all Residential Condominium Units that are not then Participating Units (i.e., are not subject to a Rental Agreement and do not participate in the Rental Management Program).

“Non-Participating Unit Owner” means the owner of a Non-Participating Unit.

“Opening Date” means the date the Hotel or any part thereof opens for business to the public as a Crowne Plaza^® Resort hotel pursuant to the normal opening procedures established by Licensor, which, pursuant to Paragraph 5 below, must occur by no later than June 30, 2007.

“Participating Units” means and includes from time to time all Residential Condominium Units which Licensee has a right to rent as a Hotel room to the general public pursuant to a Rental Agreement or other arrangement satisfactory to Licensor.

“Participating Unit Owner” shall mean the owner of a Participating Unit.

“Person” means (i) an individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, estate, trust, unincorporated association or other entity, (ii) any governmental authority, and (iii) a fiduciary acting in such capacity on behalf of any of the foregoing.

“PIP” means the Property Improvement Plan (including all supplemental amendments thereto by Licensor) attached as Attachment “B” to the License.

“Rental Management Program” shall have the meaning set forth above in Section 1.

“Residential Condominium Units” has the meaning set forth above in Section 1.

“Residential Unit Owners” shall have the meaning set forth above in Section 1.

“Rolling 12-Month Period” shall mean each period of twelve (12) full consecutive calendar months during the License Term, commencing on or after July 1, 2007.

“Territory” means a 2.5 mile radius extending outwards in all directions from the Hotel Building.

3. Grant of License; Area of Protection; Termination Right. The first two sentences of Paragraph 2 of the original License are hereby deleted and replaced with the following (except as expressly modified by this provision, all other portions of Paragraph 2 remain in full force and effect):

“Licensor hereby grants to Licensee, upon and subject to the terms and conditions contained in this License, including all addenda, a non-exclusive license to use the System only at the Hotel Building, and only during the “License Term,” beginning with the Term Commencement Date and terminating as provided under Paragraph 12 hereof. This License applies to the Hotel and to no other location.

As long as (a) the Hotel remains a Crowne Plaza^® Resort hotel, (b) Licensee is not in default under this License, and (c) Licensee maintains, as Participating Units, an average of not less than two hundred (200) daily room nights available for rental to Hotel

guests per calendar month, calculated on the basis of a Rolling 12-Month Period throughout the License Term, then during the License Term, Licensor will not open a Crowne Plaza^®-branded hotel (including, without limitation, Crowne Plaza^® Suites and Crowne Plaza^® Resort hotels) within the Territory, provided that this restriction does not apply to any such hotel open or licensed in the Territory as of the Term Commencement Date. Licensee acknowledges and agrees that, notwithstanding anything else herein to the contrary, this prohibition does not include any other of Licensor’s or its Affiliates’ existing or future brands, including, without limitation, Intercontinental^® Hotels and Resorts, Holiday Inn^®, Holiday Inn Express^®, Staybridge Suites^®, Candlewood Suites^®, or Hotel Indigo™, or any brand extensions of any of the same.

Notwithstanding anything else herein to the contrary, Licensee’s rights to protection in the Territory under this Paragraph 2 shall (a) automatically and immediately terminate (i) if the Hotel fails during any Rolling 12-Month Period to achieve and maintain the level determined by Licensor to be the System average for such period under Licensor’s then current program(s) for measuring and assessing quality, service, cleanliness, condition, brand standards and/or customer satisfaction for the System, and such failure is not cured by achieving the System average within 120 days after notice from Licensor specifying such failure; (ii) if Licensor sends to Licensee a notice of default and termination; or (iii) if this License expires or terminates for any reason or the Hotel ceases for any reason to be a Crowne Plaza^® Resort hotel; and (b) immediately terminate, at Licensor’s discretion, upon written notice from Licensor to Licensee, if Licensee fails to maintain, as Participating Units, during any Rolling 12-Month Period, an average of not less than two hundred (200) daily room nights available for rental to Hotel guests per calendar month (an “Inventory Default”); provided that Licensor’s right to terminate such Territory protection as a result of an Inventory Default shall lapse with respect to such Inventory Default if not exercised within ninety (90) days of such default, but Licensor shall continue to have the right during the License Term to terminate the Territory protection within ninety (90) days of any other occurrence of an Inventory Default. Notwithstanding anything else herein to the contrary, Licensor shall have the right to develop, own, operate, manage and/or grant a license to a Crowne Plaza^®-branded hotel (including, without limitation, Crowne Plaza^® Suites and Crowne Plaza^® Resort hotels) within the Territory to serve as a replacement for any Crowne Plaza^®-branded hotel operating within the Territory as of the Term Commencement Date or licensed but not yet open or operating as of the Term Commencement Date.”

(a) Per-Room Fees. The parties acknowledge that the number of Participating Units can vary from day to day in a hotel condominium and therefore agree that, notwithstanding anything to the contrary set forth in Paragraphs 3.C(l)(c) and (f) of the original License, the monthly fees payable under Paragraphs 3.C(l)(c) and (f) of the License (Technology Fees and Hotel Marketing Association fees, respectively) and any other monthly fees based on a per room basis shall be based on the average number of Participating Units participating in the Rental Management Program during the subject month, subject to the Minimum Fee described below.

(b) Minimum Fees. The following language is added after Paragraph 3.C(1)(f) of the License:

“Notwithstanding anything to the contrary set forth in Paragraphs 3.C(1)(a), (b), (c) and (f) above, commencing on April 1, 2007, in no event shall the fees owed by Licensee to Licensor under any one of Paragraphs 3.C(1)(a), (b), (c) or (f) in any month be less than the applicable Minimum Fee (hereinafter defined). The “Minimum Fee” shall be as follows: (i) with respect to the Technology Fee and Hotel Marketing Association fee (which are calculated on a “per guest room” basis), the Minimum Fee for any given month shall be the greater of: (x) the amount due for the subject month pursuant to the License based on the average number of Participating Units that actually participated in the Rental Management Program during the subject month, and (y) the amount that would have been due for the subject fee for the subject month pursuant to the License if the number of Participating Units each day that entire month was two hundred (200), and (ii) with respect to the royalty fee and Services Contribution fee (which are calculated based on a percentage of Gross Rooms Revenue), the Minimum Fee for any given month shall be the greater of: (x) the amount due for the subject month pursuant to the License based on the actual Gross Rooms Revenue attributable to or payable for rental of guest rooms (i.e., Participating Units) at the Hotel during the subject month multiplied by the applicable percentage set forth in the License, and (y) the amount that would have been due for the subject fee for the subject month pursuant to the License if there had been two hundred (200) Participating Units available for rental to Hotel guests each night that entire month, with a sixty percent (60%) occupancy rate and an average daily room rate of One Hundred and Twenty Dollars ($120.00) per night (i.e. $14,400 in Gross Rooms Revenue per night). These amounts set forth in both items (y) above have been negotiated by the parties to establish minimum fees given the lack of assurance of room inventory by Licensee and is not, and is in no way intended to be, a representation or estimate by either party of the average inventory, average daily room rate or occupancy rate expected for the Hotel.”

5. Conversion; Upgrading. Licensee may not commence to operate the Hotel, or permit any agent or Affiliate to commence to operate the Hotel, as a Crowne Plaza^® Resort hotel without Licensor’s written authorization. Upon Licensee’s written request, Licensor will issue such written authorization upon (and only upon) completion of all pre-opening requirements provided for in the PIP and all other requirements set forth in the License. Licensor may, however, in its sole discretion, authorize Licensee to conditionally open and operate the Hotel as a Crowne Plaza^® Resort hotel even though Licensee has not fully complied with the terms of the License or has not fully performed the Work described in the PIP (other than the pre-opening Work), provided Licensee fulfills all remaining terms of the License and PIP on or before the date designated by Licensor. Notwithstanding any consent by Licensor to the authorized conditional operation of the Hotel as a Crowne Plaza^® Resort hotel, the Work more fully described in Paragraph 14.1 of the License and the PIP shall be completed and the Hotel shall otherwise be in compliance with the License and shall open as a Crowne Plaza^® Resort hotel by no later than June 30, 2007. Licensee’s failure to perform the Work in accordance Licensor’s requirements and specifications (including the completion and other dates specified in the PIP or

the outside date specified above in this provision) shall constitute a material breach of Licensee’s obligations under the License.

6. Condominium Documents. Licensee shall deliver to Licensor a true and complete copy of the Condominium Documents filed with the Division of Florida Land Sales, Condominiums and Mobile Homes, including all previous and subsequent amendments thereto. It is understood and agreed, however, that Licensor’s review of the Condominium Documents will not be deemed an approval of the legal sufficiency, marketability or other effects or characteristics thereof. Until control of the Condominium Association is transferred to the Residential Unit Owners, Licensee will ensure that the Condominium Documents will not be amended without Licensor’s prior written consent if the proposed amendment could adversely affect in any material respect the Hotel or Licensee’s ability to comply with the terms, conditions and payment obligations of the License, which consent will not be unreasonably withheld. In addition, until transfer of control of the Condominium Association to the Residential Unit Owners, Licensee will ensure that the Board of Directors of the Condominium Association does not take any action that adversely affects in any material respect the Hotel or Licensee’s ability to comply with the terms, conditions and payment obligations of the License and does not deny approval of reasonable requests made by Licensee relating to the operation of the Hotel.

(a) No Use of Crowne Plaza^® Marks in Sales. Subject to the terms and conditions of the License (including, without limitation, the provisions of Section 20 of this Addendum), Developer shall have the right to sell Condominium Units within the Condominium at any time and from time to time in accordance with the Condominium Documents and in compliance with all applicable federal, state and local laws. However, notwithstanding any other term or provision of this License or other document or communication, neither Developer nor Licensee, nor any of their respective Affiliates, agents, employees or other Persons involved in the solicitation, promotion, marketing, sales or rental of Condominium Units or the Rental Management Program shall have the right or license at any time to use the “Crowne Plaza^®” name and marks (or any other names and marks owned by Licensor or its Affiliates) regarding or in connection with any solicitation, promotion or marketing relating to the offer and/or sale of the Condominium Units or the Rental Management Program or in any materials relating to the offer or sale of any Condominium Unit or the Rental Management Program; except that Licensee may use the “Crowne Plaza^®” name and marks in connection with the promotion and marketing of the Hotel to prospective guests of the Hotel and in connection with the operation of the Rental Management Program at the Hotel in accordance with and subject to the License. No such materials shall state or suggest in any way that they have been approved by Licensor, that Licensor has participated or will participate in the development, construction, operation, marketing and/or sale of any of the Condominium Units or the Rental Management Program or that Licensor assumes, guarantees or is otherwise responsible in any way for any of the obligations, acts or omissions of the Developer, Licensee or any Affiliate, manager or agent of either or of any other Person in connection with the Condominium Units or the Rental Management Program. Licensee expressly acknowledges and agrees that Licensor has in fact had no involvement whatsoever in the development, construction, operation, marketing and/or sale of any of the Condominium Units or the Rental Management Program. Licensee shall ensure that it and Developer and its and Developer’s Affiliates’ marketing staff and agents do not

make any written or oral representations that suggest that Licensor has participated or will participate in the development, construction, operation, marketing and/or sale of any of the Condominium Units or Rental Management Program or that Licensor assumes, guarantees, or is otherwise responsible in any way for, any of the obligations, acts or omissions of the Developer, Licensee or any Affiliate, manager or agent of either or of any other Person in connection with the Condominium Units or Rental Management Program.

(b) Special Authorization; Disclaimers. Notwithstanding the foregoing, if, in connection with any on-going sales of Condominium Units or resales or the Rental Management Program, Licensor, in its sole discretion, expressly permits in writing the use of the Crowne Plaza^® name and mark (or any other names and marks owned by Licensor or its Affiliates), any sales or marketing materials for the Condominium Units or Rental Management Program shall contain the disclaimers and waivers and other provisions set forth in Exhibit A attached to this Addendum.

(c) Conduct of Sales Professionals. Licensee shall further ensure that it, Developer and their respective Affiliates’ marketing staff and agents conduct all sales and marketing activities for the offer and sale of Condominium Units and the Rental Management Program in a professional, lawful and ethical manner and refrain from disturbing guests at the Hotel. Licensor’s failure to object to any sales or marketing activities shall not constitute any judgment or determination by Licensor that all or any part of such activities are in compliance with applicable laws or other requirements.

(d) Review of Sales and Marketing Materials. Licensor shall have the right (but not the obligation), upon request, to review all Condominium Unit and Rental Management Program sales and marketing materials or similar or related documents to confirm they comply with the License. Licensor’s review of any such materials shall not constitute any judgment or determination by Licensor that such materials are in compliance with applicable laws or other requirements.

(e) Purchaser Certificates. Licensee shall cause Developer to request each purchaser of a Condominium Unit that signs a sales contract to purchase the Condominium Unit, following the Term Commencement Date, to execute a Certificate in favor of Licensor in the form attached hereto as Exhibit B-1, in which the purchaser acknowledges and agrees to the contents of the Certificate. If the purchaser refuses to sign the Certificate, Licensee shall cause Developer to use commercially reasonable efforts to obtain an alternate Certificate from the purchaser in the form attached hereto as Exhibit B-2. in which the purchaser acknowledges receipt of the disclosures and disclaimers but does not expressly agree to them. With respect to purchasers who signed a sales contract for a Condominium Unit prior to the Term Commencement Date, Licensee shall cause Developer to use commercially reasonable efforts to obtain from each such purchaser at closing an executed Certificate in favor of Licensor in the same form as attached hereto as Exhibit B-1; however, if the purchaser refuses to sign the Certificate at closing, Licensee shall cause Developer to use commercially reasonable efforts to obtain the alternate Certificate from the purchaser in the form attached hereto as Exhibit B-2. Licensee shall be required to cause Developer to use commercially reasonable efforts, but shall not be required to cause Developer to force or require, a purchaser or prospective purchaser to sign a Certificate. No modification shall be made to any Certificate that would cause it to differ

from the applicable attached form, without the prior written consent of Licensor (other than insertion of the name of the purchaser(s), the unit number and the date of execution). Licensee shall cause Developer to deliver each original, signed Certificate to Licensee promptly after it is executed by the purchaser(s) and Licensee shall promptly forward all original, signed Certificates to Licensor. These Certificates are in addition to, and not in lieu of, any certificate for the benefit of Licensor required to be signed by owners of Condominium Units electing to become Participating Unit Owners.

(f) FF&E Package. All Residential Condominium Units that are eligible to be a Participating Unit must be sold or furnished with a standard package of FF&E approved by Licensor for the Hotel.

(g) Notification. Licensee shall notify Licensor immediately upon its receipt of notice or knowledge of any action by Developer or any of its Affiliates that is reasonably likely to materially impair the ability of Licensee to comply with the provisions of the License.

(a) Rental Agreements. Before a Residential Condominium Unit (other than those owned by Licensee or Developer) may be included in the Hotel as a Participating Unit, Licensee shall cause Purchaser to enter into a Rental Agreement with the Residential Unit Owner of such Residential Condominium Unit, pursuant to which the Residential Unit Owner shall grant Purchaser the exclusive authority to manage the Residential Condominium Unit and to rent the Residential Condominium Unit to the general public as part of the Hotel as a guest room pursuant to the requirements of the System. In its operation of the Rental Management Program, Licensee shall cause Purchaser to use the attached form of Rental Agreement and no material changes shall be made to the form without the prior written consent of Licensor. Licensor shall have the right to specify provisions that must be included in any agreement between a Non-Participating Unit Owner or the Condominium Association and the Licensee, Purchaser or Management Company. Licensor shall also have the right to require modifications to the Rental Agreement as may be reasonably necessary to cause such agreement to comply with applicable laws or the License. Licensee acknowledges and agrees that, during the License Term, Licensee will be the lessee of the Hotel Unit under the Hotel Unit Lease and will acquire from Purchaser, pursuant to the Hotel Unit Lease, the exclusive authority to manage and rent all of the Participating Units in accordance with the Rental Agreements. Further, Licensee will enter into the Management Agreement with the Management Company to operate the Hotel Unit and perform the obligations of Licensee under the Hotel Unit Lease with respect to the Rental Agreements. Licensee agrees not to assign (or permit an assignment of) or materially amend the Hotel Unit Lease or the Management Agreement without the prior written consent of Licensor. Notwithstanding Licensor’s acknowledgement of Licensee as the lessee of the Hotel Unit and of Management Company as the sub-manager of the Hotel Unit, and notwithstanding Licensor’s review of the Hotel Unit Lease and Management Agreement, Licensee and all guarantors shall remain fully liable to Licensor under the terms of the License and the guarantees and Licensor need look only to Licensee and the guarantors with respect to any matter arising under the License.

(b) Participating Units’ Compliance With Brand Standards. No Residential Condominium Unit (including any Residential Condominium Unit previously withdrawn from the Hotel as a Participating Unit as permitted under the Rental Agreement) shall become a Participating Unit that may be rented to a guest as part of the Hotel until such Residential Condominium Unit meets all System brand standards for Crowne Plaza^® Resort hotel properties and Licensee has certified in writing to Licensor that it meets all such standards. Licensor reserves the right to inspect each Participating Unit for compliance with the terms of the License and may suspend or revoke the approval of any Residential Condominium Unit that fails to meet such standards as a Participating Unit. Licensee shall maintain or cause to be maintained each Participating Unit in good repair and condition and in full compliance with the System. Licensee, its agents and Affiliates, shall not rent or offer to rent any Residential Condominium Unit as a Participating Unit that (i) has not been certified in writing by Licensee to Licensor as complying with the System, (ii) does not actually comply with the System, or (iii) has been rejected by Licensor. Licensee, its agents and Affiliates, shall prohibit Participating Unit Owners from personalizing their Residential Condominium Units (including anything in the Condominium Unit other than the standard FF&E package) and further shall require any such Residential Unit Owners to maintain their Residential Condominium Unit in accordance with the System’s brand standards for Crowne Plaza^® Resort hotel properties.

(c) Other Areas Compliance with Brand Standards. Licensee shall ensure that any and all common elements of the Condominium that are or may be accessible to guests of the Hotel, all Hotel Operated Common Properties and the Leased Function Space also are maintained in accordance with all System brand standards for Crowne Plaza^® Resort hotel properties.

(d) No Nuisance. Licensee shall ensure that all Participating Unit Owners and, to the extent within Licensee’s control, all Non-Participating Unit Owners and their respective families, tenants and guests are prohibited from using Residential Condominium Units in any way that would interfere with or be inconsistent with the use of one or more of the Residential Condominium Units as part of the Hotel, including, but not limited to, a prohibition on conducting illegal, offensive or commercial activities of any kind in or from a Residential Condominium Unit or exceeding maximum occupancy rates per Residential Condominium Unit or creating excessive or unreasonable noise or odors.

(e) Front Desk. Licensee shall at all times maintain or cause to be maintained a reservations desk and equipment for the Hotel in the lobby of the Hotel for purposes of check-in/check-out and related services for guests of the Hotel and for key pick-up and drop-off for Participating Unit Owners and shall comply or cause compliance with all standards of the System related to reservations.

(f) Insurance. The commercial general liability insurance and business automobile liability insurance single-limit coverage required to be carried by Licensee under Paragraph 9.B of the License for personal and bodily injury and property damage is hereby amended to be not less than Fifteen Million Dollars ($15,000,000) per occurrence (all other portions of Paragraph 9.B remain in effect and unchanged). In addition to the liability and other insurance required to be carried by Licensee under Paragraph 9.B. of the License, at all times during the License Term, Licensee shall be required to carry “All Risk” (or its equivalent)

property damage insurance for the Hotel Unit and shall cause each Participating Unit Owner to carry, at all times that they are participating in the Rental Management Program, “All Risk” (or its equivalent) property damage insurance for the FF&E in their Participating Unit in the amount and upon the terms and conditions set forth in the form Rental Agreement. In addition, Licensee shall carry “All Risk” (or its equivalent) property damage insurance for the FF&E in any Condominium Unit owned by Licensee or its Affiliates and shall cause Developer to carry “All Risk” (or its equivalent) property damage insurance for the FF&E in any Condominium Unit owned by Developer or its Affiliates, protecting Licensee and Licensor and their respective Affiliates, as their interests may appear, with replacement cost valuation in an amount not less than the replacement value thereof. In addition, Licensee shall carry for any Condominium Unit that it or its Affiliate owns, and shall cause Participating Unit Owners to carry for their Participating Units and Developer to carry for its Participating Units, commercial general liability insurance and all other insurance required to be carried by Participating Unit Owners pursuant to the terms and provisions set forth in the form Rental Agreement.

9. Licensee Representations. Acknowledging that Licensor is relying on the representations, warranties, covenants, and other agreements contained in this Addendum, Licensee, after adequate inquiry and investigation, expressly represents and warrants:

(a) Management of Condominium Association. That Licensee or an Affiliate of Licensee has entered (or will prior to the Opening Date enter) into a valid, enforceable management agreement with the Condominium Association in which the Condominium Association retains Licensee or its Affiliate to manage all of the common elements of the Condominium during the License Term in accordance with the System standards, and has delivered (or will prior to the Opening Date deliver) an accurate and complete copy of such agreement to Licensor. For so long as Licensee or its Affiliate shall manage the Condominium Association, Licensee shall manage same, or shall cause such management to be, in accordance with the License and the System standards.

(b) Possession of Hotel; Management of Hotel Operated Common Properties. That Licensee is entitled to possession of the Hotel during the entire License Term without restrictions that would interfere with anything contemplated in the License. That Licensee or an Affiliate of Licensee has entered into a valid, enforceable management agreement with the Master Association giving Licensee or its Affiliate the exclusive right to manage the portions of Common Properties located west of South Ocean Drive, including the resort pool located adjacent to the intracoastal waterway (the “Resort Pool”) and the outdoor function areas which are located on Common Properties and which could be perceived by guests of the Hotel to be part of the Hotel, during the License Term and to impose rules and regulations restricting and regulating usage of same, all in accordance with the License, the System standards and the Master Declaration. That Licensee shall manage the Resort Pool and Hotel Operated Common Properties, or shall cause such management to be performed, in accordance with the License and the System standards. That the Resort Pool and all walkways and facilities necessary to access the Resort Pool from the Hotel will be available for use and enjoyment by Licensee, all Residential Unit Owners and their respective authorized agents, guests and invitees by the Opening Date and throughout the License Term in accordance with the System standards.

(c) Beach Access. That Purchaser, Licensee and all Residential Unit Owners and their respective authorized agents, guests and invitees have been granted an easement which gives them perpetual access at all times over Common Properties to the beach, which access has been granted by easement and can not be unreasonably restricted or blocked. That all Common Properties necessary to access the beach from the Hotel will be available for use and enjoyment by Purchaser, Licensee, all Residential Unit Owners and their respective authorized agents, guests and invitees by the Opening Date and throughout the License Term in accordance with the System standards. Notwithstanding the foregoing, the walkway to the beach shall not be required to be beautified to System standards until completion of Phase V of the Project.

(d) Rental Agreements. That Purchaser has entered into (or will enter into before the Opening Date) Rental Agreements with Participating Unit Owners of at least one hundred (100) Participating Units. That, on or before June 30, 2007, Purchaser will have entered into Rental Agreements with Participating Unit Owners of at least two hundred (200) Participating Units. That, pursuant to the Hotel Unit Lease, Purchaser has delegated (or will delegate prior to the Opening Date) to Licensee Purchaser’s exclusive authority to manage and rent the Participating Units in accordance with the Rental Agreements.

(e) Condominium Filing. That it, Developer or the appropriate Affiliates of each, have properly prepared and filed the Condominium Documents with the Division of Florida Land Sales, Condominiums and Mobile Homes and have properly addressed any deficiencies cited by the Division and that the “Shared Costs” budget attached as an exhibit to the Condominium Documents is adequate to enable Licensee to operate the Hotel in conformance with the System and the License. Licensee hereby represents that, as of the date of this License, Developer has binding sales contracts for one hundred and ninety three (193) of the Residential Condominium Units and one (1) signed Reservation Agreement.

(f) Securities Laws. That there have been no violations by any Person of any federal or state securities laws or regulations or any other laws (including, without limitation, the Interstate Land Sales Act) or regulations applicable to the offering for sale or the sale of any of the Condominium Units and/or participation in the Rental Management Program.

(g) Delivery of Documents. That it has delivered to Licensor true and correct copies of all agreements and documents referenced in Sections 9(a), (b) and (e), as well as true and correct copies of the Hotel Unit Lease Agreement and the Management Agreement and all other agreements or documents reasonably requested by Licensor.

(h) Ability to Perform. If Licensee cannot directly accomplish all of the requirements set forth in the License (including this Addendum), Licensee covenants, represents and warrants that (i) Licensee or Purchaser has enforceable agreements with Developer providing Licensee or Purchaser with rights to require Developer to act in accordance with the requirements of the License, and Licensee agrees to take all action as may be necessary to enforce such rights whether held by Licensee or Purchaser, (ii) Licensee will cause Purchaser and Management Company to act in accordance with the requirements of the License, and (iii) Licensee will cause Participating Unit Owners to act in accordance with the requirements of the License. Accordingly, Licensee acknowledges that it shall not be relieved from timely and

complete performance of any obligation hereunder on the basis that the failure to perform was outside of its control or authority.

10. Non-Participating Units. Licensee understands and agrees that the Non-Participating Units are not part of the Hotel and that Licensee has no license from Licensor to operate the Non-Participating Units as part of a Crowne Plaza^® Resort hotel. Therefore, with respect to any Non-Participating Units:

(i) Licensee shall not, and shall use its best efforts to ensure that all Non-Participating Unit Owners do not, rent, lease or otherwise make such Non-Participating Units available to the general public through the Crowne Plaza^® reservation system required by Licensor for the Hotel, nor shall it or they use any part of the System in any other manner in connection with the Non-Participating Units. No reservations for Non-Participating Units may be made through the reservations phone line or website used by the Hotel for rental of Participating Units.

(ii) Licensee shall ensure that the registration signed by all guests using Non-Participating Units shall include the following language: “The unit being rented is not affiliated in any manner with the Crowne Plaza^® system of hotels or resorts or the franchisor or owner thereof and that those guests using Non-Participating Units are informed at the time of reservation and check-in and at all other appropriate times that the Non-Participating Units are not affiliated with the Hotel, the System, Licensor or its Affiliates.

(iii) Licensee and its Affiliates will not use the words “Crowne Plaza^®” or any other mark or name associated with the System, or any variation of such marks or names, with respect to the Non-Participating Units. Such names or marks shall not appear on any items or products in the Non-Participating Units. Licensee and its Affiliates will not, and will ensure that Developer and its Affiliates do not, and Licensee and its Affiliates will use their best efforts to ensure that all Non-Participating Unit Owners do not, identify any Non-Participating Units with any other hotel brand.

(iv) Licensee will take such other and further steps as Licensor may reasonably require from time to time and as may be permitted under applicable law and the Condominium Documents to disassociate the Non-Participating Units from the System and to minimize the chance of a claim being made against Licensor or its Affiliates for anything relating to the Non-Participating Units.

(v) Notwithstanding the fact that the Non-Participating Units are not part of the Hotel, Licensee expressly agrees that all indemnity, hold harmless, defense and release provisions of the License (including this Addendum) shall apply to any matter, occurrence, act or omission arising from or in connection with the Non-Participating Units or any of them (even where the negligence of Licensor and/or its Affiliates is alleged).

11. Responsibility for and Assurance of Product Quality. Licensee understands and agrees that among the most significant purposes of the License is the requirement of Licensee to comply with the brand standards of the System at the Hotel and to timely complete the PIP. Licensee represents to Licensor that Licensee has the ability to comply, and to secure compliance with, all System brand standards at the Hotel (including the Participating Units, Hotel Managed Common Properties and Leased Function Space) and to timely complete the PIP. Accordingly, should any of the terms and conditions of the License not be satisfied, Licensor shall have the right to terminate the License and to collect liquidated damages pursuant to Paragraph 12.F of the License. Licensee acknowledges such default and termination risks may be increased due to the operation of the Hotel as a condominium hotel. Licensee further acknowledges that all portions of the Hotel other than the Non-Participating Units must satisfy and be subject to the Licensor’s regular product quality and service requirements as provided in the License and the brand standards of the System and that all such portions of the Hotel must be available for Licensor’s inspection as required in the License.

(a) Master Association. Licensee hereby represents to Licensor that prior to the Opening Date, the Condominium will be a part of a master planned community (the “Community”) that will include the Condominium, the Common Properties and the Sian Ocean Residences Condominium Property (a residential condominium tower located at 4001 South Ocean Drive) and that every owner of real property within the Community will be a member of the master homeowners’ association known as the Sian Ocean Residences Resort Master Association (the “Master Association”). Licensee further represents that the Master Association has responsibility for maintaining the Common Properties of the Community, which include, or will include, prior to the Opening Date, the internal roadways (excluding the public road identified as A1A or South Ocean Drive, which is a main thoroughfare that traverses the Community), beach and beach access areas, parking facilities, and the Resort Pool (which Resort Pool will be part of the Hotel Operated Common Properties). Licensee agrees to secure, at the time of, and as a condition to, the opening of the Hotel and otherwise upon Licensor’s request from time to time, a duly-executed estoppel certificate from the Master Association certifying that the Condominium is in compliance with the requirements of the Master Association. Licensee further agrees to obtain an undertaking from the Master Association to provide Licensor with written notice of any failure by the Condominium to comply with the requirements of the Master Association.

(b) Hotel and Common Properties Plans and PIP. Licensee shall cause a provision to be included in the Purchase Agreement that requires Developer to construct the Hotel and Hotel Operated Common Properties in accordance with the plans and specifications previously submitted to Licensor for review and the PIP, and that prohibits material changes from being made to such plans and specifications without the prior written consent of Licensor and that names Licensor as a third party beneficiary of such provision. Licensee further agrees to cause a provision to be included in the Purchase Agreement requiring Developer and Licensee to submit to Licensor for prior review and approval the specifications for the interior design and finishes for all parts of the Hotel, as well as any proposed material changes to such specifications and that names Licensor as a third party beneficiary of such provision.

(c) Future Development Parcels. Licensee has informed Licensor that there are two future development parcels on the west side of South Ocean Drive that Developer may submit to the Master Declaration and make part of the Community. Developer has informed Licensee that it currently intends to develop the one that is to the south of the Condominium (“Phase II”) as a hotel or hotel condominium and the one that is to the north of the Condominium (“Phase III”) as commercial space or town homes. Licensee shall cause the current site plan for Phase II and Phase III previously submitted to Licensor for review to be attached as an exhibit to the Purchase Agreement and shall cause the Purchase Agreement to be amended to provide that if Developer constructs Phase II and/or Phase III, it will be constructed substantially in accordance with said site plan and no material changes will be made to the site plan without Licensor’s prior written consent and Licensor shall be a named third party beneficiary to said provision of the Purchase Agreement.

(d) Covenant Running With Land – Phases I, II and III. Licensee shall cause Developer or its Affiliate to record in the public records, concurrently with Purchaser’s acquisition of the Hotel Unit (and prior to the filing of any mortgage, ground lease or other encumbrance against the land included in Phase II or III), the deed restriction attached hereto as Exhibit C, which shall be binding upon all of the real property included in Phases I, II and III and shall require the exterior appearance and quality of all improvements, facilities and landscaping constructed or placed within Phases II and III to be equal to or better (at the time of such completion, renovation or replacement) than the exterior appearance and quality of the Hotel Building on the date the Hotel opened for business, and require the interior finishes of all improvements within Phases II and III to be of a complementary quality or better quality than the finishes of the Hotel Building on the date the Hotel opened for business. The deed restriction shall also require all commercial uses in Phases II and III to be upscale uses and shall expressly prohibit uses that would detract from the operation of the Hotel including, without limitation, flea markets, dollar stores, adult entertainment, pawn shops and adult-themed restaurants and establishments (it being agreed that competition from a second hotel shall not be deemed a detraction). Licensee agrees to enforce Licensee’s rights under the restrictive covenant and enforce the provisions thereof, including upon Licensor’s request.

(e) Review of Phases II and III Plans. Licensor shall have the right, but not the obligation, to review and comment upon the plans and specifications for the improvements to be constructed upon Phases II and III, and to review and comment upon any subsequent material changes to such plans and specifications, but only to confirm that the exterior appearance of all improvements, facilities and landscaping within Phases II and III, and the interior finishes of all improvements within Phases II and III, will conform to the standards imposed by the deed restriction described in the preceding paragraph and to comment upon the configuration and finishes of the replacement Leased Function Space described in subsection (f) below, which Leased Function Space must meet all System standards.

(f) Leased Function Space. In addition to the function space in the Hotel Building, Licensee represents to Licensor that Licensee has (or will have prior to the Opening Date) the exclusive right, throughout the License Term, by written lease or other binding agreement, to use and occupy approximately 4,000 square feet of space in a semi-permanent tent or similar structure acceptable to Licensor which shall be constructed west of South Ocean Drive by the Opening Date, as Hotel function space for meetings, events, conferences, catered parties

and similar activities, upon terms and conditions acceptable to Licensee and Licensor (the “Leased Function Space”). Licensee further represents that, if Phase III is developed with commercial or mixed use improvements (as opposed to town homes), the improvements will include at least 4,000 square feet of Hotel function space and Licensee will have the exclusive right, throughout the remaining License Term, by written lease or other binding agreement, to use at least 4,000 square feet of permanent space within the Phase III improvements as the Leased Function Space for meetings, events, conferences, catered parties and similar activities, upon terms and conditions acceptable to Licensee and Licensor, in lieu of the semi-permanent tent.

13. Monthly Statements. In addition to the statements and information required under Paragraph 8.A of the License, Licensee shall provide a written report to Licensor by the third (3rd) day of each month, stating the average daily number of Participating Units during the immediately preceding calendar month and including all documents and information required by Licensor to substantiate Licensee’s calculations pursuant to Sections 3, 4 and 14(ii) of this Addendum. The written report will be in such form (including but not limited to electronic transmission or automatic capture) and detail as Licensor may request from time to time.

14. Termination by Licensor. In addition to, but not in lieu of, Licensor’s termination rights under the original License (including Paragraph 12 thereof), Licensor shall have the right to terminate the License immediately upon delivery of written notice to Licensee and, with respect to Subsection 14(iii)(B) and (C) only, the expiration of the cure period set forth in Paragraph 12.C of the original License:

(i) If Licensee’s right to (A) possess or manage any part of the Hotel is terminated, surrendered or lost for any reason (provided that (1) the termination of one or more Rental Agreements shall not give rise to a termination right unless it meets the termination criteria of Section 14(ii) below, and (2) the termination of the Condominium Association management agreement referred to in Section 9(a) hereof shall not give rise to a termination right), or (B) participate as part of the Master Association with at least the level of voting rights and voting power that it is entitled to have as of the Term Commencement Date; or

(ii) If an Inventory Default occurs (i.e., during any Rolling 12-Month Period, an average of less than two hundred (200) daily room nights are available for rental to Hotel guests per calendar month); provided Licensor exercises its termination right and delivers written notice of same to Licensee within one hundred and eighty (180) days after the last day of the last month of the subject Rolling 12-Month Period in which the Inventory Default occurs; or

(iii) If (A) there has been a material misrepresentation or material breach of any warranty on the part of the Licensee in the representations and warranties contained in this Addendum, (B) Licensee has breached any covenant or agreement contained in this Addendum or otherwise failed to comply with or fulfill any of its obligations hereunder, (C) Licensor reasonably determines that the operation of the Hotel is derogating, injuring or impairing the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates, (D)

Licensor reasonably determines that the solicitation, promotion, marketing or sale of Condominium Units is derogating, injuring or impairing the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates, or (E) Licensor determines that the filing (or imminent filing) of lawsuit(s) by Residential Unit Owners alleging violation by any Person of any federal or state securities laws or regulations or any other laws (including, without limitation, the Interstate Land Sales Act) or regulations applicable to the offering for sale or the sale of any of the Condominium Units and/or the offering of participation in the Rental Management Program, is derogating, injuring or impairing the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates; or

(iv) If the Master Declaration or Condominium Documents are amended in a manner that Licensor reasonably determines has an adverse effect upon the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates or Licensor’s fees; or

(v) If the Master Association or Condominium Association takes any action (or fails to take any action or grant any reasonable request or approval) and Licensor reasonably determines that such act or inaction has an adverse effect upon the reputation, standards and/or trademark rights of the System, Licensor or its Affiliates or Licensor’s fees or leads to unacceptable risks of liability; or

(vi) If the Purchase Agreement is terminated or materially modified without Licensor’s consent; or

(vii) Non-Participating Unit Owners identify any Non-Participating Unit with any other hotel brand.

15. Liquidated Damages. Notwithstanding any other term or provision of this License or otherwise, Licensee acknowledges and agrees that the liquidated damages payment calculated pursuant to Paragraph 12.F of the original License, which provision is being amended as set forth below, shall also be payable (as liquidated damages for the premature termination only, i.e., loss of anticipated fees for the remainder of the term, and not as a penalty nor as damages for breaching the License nor in lieu of any other payment) in the event Licensor terminates the License pursuant to this Addendum, including, without limitation, pursuant to Section 14 hereof. Paragraph 12.F of the original License is hereby modified to provide that (except as expressly modified by this provision, all other portions of said Paragraph 12.F remain in full force and effect): (a) the amounts due as liquidated damages will be calculated based on the total amounts required under Paragraph 3.C(1), (3) and (4) of the original License as amended by Section 4 of this Addendum to include the Minimum Fee requirement in such calculations, and (b) after the fifth (5^th) anniversary of the Opening Date, the amounts due as liquidated damages under Paragraph 12.F will be calculated on a twenty-four (24) month basis, rather than a thirty-six (36) month basis.

16. Guaranties and Indemnification Agreement. MHI Hospitality Corporation, a publicly traded corporation, Purchaser and Management Company each agrees to guarantee Licensee’s performance of all of Licensee’s obligations, covenants, indemnities and agreements

in the License by executing the form of Guaranty attached as Exhibit E hereto. In addition, Licensee shall cause Developer to execute and deliver to Licensor the Indemnification Agreement in favor of Licensor in the form of Exhibit F attached hereto concurrently with Licensee’s execution of the License and cause certain principals of Developer simultaneously to execute and deliver to Licensor the Guaranty in favor of Licensor in the form of Exhibit G attached hereto.

17. Prior Consent to Release of Information. Without Licensor’s prior written consent after adequate time for review (which shall in no event be less than ten (10) days), there shall be no publicity (regardless of format or forum or whether instigated or undertaken by Licensee or Developer or their respective Affiliates or any agents of any of same) which includes, but is not limited to, a statement, press release, interview, article, advertisement, commercial, or other release or dissemination of information intended to give dissemination of information to the public which identifies Licensor, its Affiliates, Crowne Plaza^®, or the franchise arrangement established by the License in connection with the Condominium, the Hotel, the Licensee, the Developer, or any other Person having a role in the Condominium. Licensor understands Licensee’s desire to achieve an appropriate level of publicity, but Licensee acknowledges that Licensor has a substantial interest in the Crowne Plaza^® name and reputation and therefore needs to be completely satisfied with the content and means of publication for all such publicity and accordingly can withhold its consent for any reason. Upon request of Licensee, Licensor will designate a person for Licensee to contact to process such review. Through such designated person, Licensor will use its best efforts to review and give its reactions to each item of publicity within ten (10) days after receipt of such submission. The foregoing shall not apply with respect to any filing or disclosure obligation of Licensee or its Affiliates under the federal securities laws or the listing requirements of any securities exchange or market on which its or its Affiliate’s securities are listed or quoted, provided, however, that such disclosures are true and correct.

(a) No Third Party Beneficiaries of License. Except as otherwise specifically set forth in the License, no provision of the License (including this Addendum) is intended or shall be construed to provide or create any third party beneficiary right or interest or any other right or interest of any kind in any Residential Unit Owner, the Developer or any Affiliate of either or any other Person (including, without limitation, the Condominium Association, the Master Association or any lender), and all terms and provisions hereof shall be personal solely between the parties to the License and their proper successors and assigns.

(b) Third Party Beneficiary of Purchase Agreement. On or prior to the date of this License, Licensee shall cause Licensor to be made a third party beneficiary of the provisions in the Purchase Agreement that directly or indirectly benefit Licensor.

19. Indemnification. In addition to, but not in lieu of, Licensee’s obligations (and Licensor’s rights) under Paragraph 9.A of the original License and Section 10(v) of this Addendum and any other indemnity set forth in the License (including this Addendum), Licensee agrees to indemnify Licensor and its Affiliates and its and their respective members, managers, officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified

Parties”) and hold each of them harmless against, and promptly reimburse each of them upon demand for, all costs, liabilities and payments of money (including, but not limited to, fines, damages, legal fees, expenses and court costs through all trial and appellate levels) incurred or suffered by the Indemnified Party (excluding consequential damages for the premature termination of the License, i.e., loss of anticipated fees for the remainder of the term, but not other consequential damages), by reason of any claim, demand, tax, penalty, or judicial or administrative investigation or proceeding whenever asserted or filed, including, but not limited to, claims brought by the Securities and Exchange Commission, the State of Florida securities regulators, the Division of Florida Land Sales, and any other regulatory authority (even where negligence of Licensor and/or its Affiliates is alleged), arising out of or related to:

(i) the development, construction, promotion, marketing, offer, sale, lease or transfer of any Condominium Unit or any other part of the Condominium or Community;

(ii) (a) the development, promotion, marketing, or offering of the Rental Management Program, or (b) any Rental Agreement;

(iii) any violation or alleged violation of the Securities Act of 1933, as amended, or any other applicable federal or state securities laws, rules or regulations, by Licensee, Developer, Purchaser, Management Company, or their respective Affiliates or the agents or contractors of any of same arising in connection with or relating to (i) any sales or offers of sales of any of the Condominium Units (or any other portion of the Community) or (ii) the Rental Management Program;

(iv) the inaccuracy or breach by Licensee of any representation, warranty, covenant or agreement made in the License (including this Addendum);

(v) any untrue statement or alleged untrue statement of material fact contained in any of the Condominium Documents, as the same may be amended or restated, or in any of the solicitation, promotion, sales, rental, marketing or other documents, materials, procedures or practices used by Licensee, Purchaser, Management Company, Developer or any Residential Unit Owner, or any of their respective Affiliates, or any agents, contractors, employees, or other Persons associated with any of them who are involved in the solicitation, promotion, sale, rental or marketing of any of the Condominium Units (or any other portion of the Community), or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;

(vi) the failure of Licensee, Purchaser, Management Company, Developer or any Residential Unit Owner, or any of their respective Affiliates, or any agents, contractors, employees, or other Persons related to any of them, to comply with any obligations under any applicable law, regulation or other governmental or court requirement, whether federal, state or local;

(vii) the use or occupancy of the Hotel, Condominium Units, Condominium, Common Properties or any other amenity, or any part of any of same, by any Person or any incident involving any Residential Unit Owner or guest of any Residential Condominium Unit (whether or not it is a Participating Unit) or any invitee of either (including, without any implied limitation, the disruption of Hotel guests and/or the Hotel’s orderly operations);

(viii) any other matter arising from the development, construction, sale or rental, offering for sale or rental, use, management, occupancy or operation of the Hotel, Condominium, Community, Common Properties or any part of any of same.

Licensee understands and agrees that the defense rights and obligations set forth in the second and third sentences of Paragraph 9.A of the original License shall apply to the indemnifications set forth in this Section 19. The indemnification obligations provided for in the License (including this Addendum), including, without limitation, Paragraph 9.A of the original License and in Section 10(v) and this Section 19 of this Addendum shall survive the expiration or termination of the License for whatever reason. In the event of a conflict between any provision of the original License and any provision of this Addendum relating to the indemnification and defense obligations of Licensee, the provision affording Licensor and other indemnified Persons the broadest rights to indemnification and defense shall control.

20. Compliance with Laws. Licensee agrees to comply with, and shall cause its Affiliates, Developer, Developer’s Affiliates and Participating Unit Owners to comply with, all laws, rules, and regulations applicable to the Hotel or Hotel operations, including, without limitation, the Americans With Disabilities Act and federal and state securities laws, rules and regulations. Licensee shall obtain (or cause to be obtained) in a timely manner all permits, certificates, and licenses necessary to the full and proper opening and operation of the Hotel (including those, if any, required to be obtained for each Participating Unit) and shall cause the Developer and Developer’s Affiliates to obtain in a timely manner all permits, certificates and licenses necessary for the offer and sale of any of the Condominium Units. Licensee agrees to forward to Licensor a copy of all inspection reports, warnings, certifications and ratings issued by any governmental entity during the License Term in connection with the Hotel or the offer and sale of any of the Condominium Units that indicates a failure to meet or maintain governmental standards or less than full compliance with any applicable law, rule, or regulation within five (5) days of receipt thereof by Licensee or its agent or Affiliate.

21. ADA-Compliant Units. Licensee agrees that it will cause Purchaser to purchase from Developer prior to the Opening Date at least two (2) guest rooms that are ADA-compliant (i.e., designed and constructed to comply with requirements of the Americans With Disabilities Act) as part of the Hotel Unit, to retain them as ADA-compliant guest rooms during the entire License Term and to lease such rooms to Licensee under the Hotel Unit Lease during the License Term for use in the Rental Management Program (the “ADA Residential Units”). In addition to the restrictions set forth in Paragraph 10 of the original License, Licensee agrees that it will not, and will cause its Affiliates not to, sell, assign, transfer, convey, pledge, mortgage, encumber or give away, directly or indirectly, any interest in such ADA Residential Units without the prior written consent of Licensor. It is understood and agreed by Licensee that these ADA Residential

Units are not adequate to meet all ADA requirements for the Hotel and that Licensee is obligated at all times to meet all requirements of the Americans With Disabilities Act. Licensee agrees that it shall at all times ensure that there are sufficient ADA-compliant Participating Units to meet all ADA requirements for the Hotel. For purposes of calculating fees and other amounts due to Licensor and the minimum number of guest rooms or Participating Units under the License, the ADA Residential Units shall be deemed guest rooms and Participating Units.

22. Waivers. Licensor’s failure to insist upon strict compliance by Licensee with any of the terms, covenants, or conditions of the License or to exercise any termination right shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power under the License at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

23. Management of the Hotel. The first sentence of Paragraph 10.J of the original License is hereby deleted and replaced with the following (except as expressly modified by this provision, all other portions of Paragraph 10.J remain in full force and effect):

“Licensor hereby acknowledges that the Management Company will be the manager of the Hotel pursuant to the Management Agreement between Licensee and the Management Company. Licensee shall cause the Management Company to accept, abide by and be subject to the License and all rules, regulations and requirements of Licensor. Upon termination or expiration of the License, Licensee shall cause the Management Company to cease operating the Hotel as a Crowne Plaza^® hotel. In the event of any conflict between the terms of the Management Agreement between Licensee and the Management Company and the terms of the License, the terms of the License shall govern and control. Notwithstanding Licensor’s acknowledgement of the Management Company as the manager of the Hotel or Licensor’s review of the Management Agreement, Licensee and all guarantors shall remain liable to Licensor under the terms of the License and the guarantees. The Management Agreement between Licensee and the Management Company shall include provisions acceptable to Licensor by which the Management Company agrees to all of the foregoing.”

“Licensee expressly understands and agrees that control of the Hotel by Licensee is a condition precedent to the opening of the Hotel as a Crowne Plaza^® hotel. Licensor agrees that, as of the Term Commencement Date, the Purchase Agreement is sufficient evidence of control of the Hotel for purposes of this Paragraph, provided that Licensor retains the right to terminate this License for lack of such control unless: (i) Purchaser acquires fee simple title to the Hotel Unit as evidenced by a recorded deed therefor prior to the Opening Date, (ii) Licensee enters into the Hotel Unit Lease with Purchaser prior to the Opening Date and such lease is acceptable to Licensor, (iii) Purchaser enters into Rental Agreements for at least one hundred (100) Participating Units with its respective Residential Condominium Unit Owners prior to the Opening Date, and (iv) the Purchase Agreement remains in full force and effect until the matters described in (i) and (ii) herein shall have occurred. Unless Licensor receives a copy of the documents described in (i) and (ii) herein by the Opening Date and Licensor receives satisfactory evidence that the events described in (iii) and (iv) herein have occurred by the Opening Date, Licensor shall have the right to terminate the License by written notice to Licensee. Such right

shall expire upon Licensor’s receipt and acceptance of a copy of the documents described in (i) and (ii) herein and Licensor’s receipt of evidence that the events described in (iii) and (iv) herein have occurred.”

IN WITNESS WHEREOF, the parties have executed this Addendum to License as of the date first set forth above.

No material or publicity used in the solicitation, promotion, marketing, sale, offering, lease and conveyance of the Condominium Units (regardless of format or forum), including sales brochures, magazines, television or cable channels and programs, telephone calls or messages, model displays, signs, interviews, articles, advertisements, or contracts of sale (collectively, the “Sales Materials”) shall state or suggest in any way that they have been approved by Licensor or its Affiliates; that Licensor or its Affiliates has or will participate in the marketing and/or sale of the Condominium Units; or that Licensor or its Affiliates assumes, guarantees or is otherwise responsible in any way for any of the obligations, acts or omissions of the seller in connection with the Condominium Units.

(1) Owners of condominium units have no interest in the Crowne Plaza license granted to the hotel operator by Holiday Hospitality Franchising, Inc. (“Franchisor”).

(2) Owners of condominium units have no right of any kind to the use of the “Crowne Plaza^®” name and marks or related names and marks licensed to the hotel operator by Franchisor.

(3) Franchisor and its affiliates have no obligation of any kind (including, but not limited to, any contractual or fiduciary duty or obligation express or implied) to Owners of condominium units or to any mortgagee of a condominium unit.

(4) Franchisor and its affiliates have not approved or endorsed, and are not responsible for these sales materials.

(5) Franchisor and its affiliates have not participated and will not participate in the marketing and/or sale of the condominium units.

(6) Franchisor and its affiliates do not assume, guarantee or have any responsibility in any way for any of the obligations, acts or omissions of the seller of the condominium units, the hotel operator or any of their respective affiliates, agents or contractors.