EXCEPTIONS TO NON-RECOURSE GUARANTY

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EXHIBIT 10.62.3

Mirage Inn

EXCEPTIONS TO NON-RECOURSE GUARANTY

This Exceptions to Non-Recourse Guaranty ("GUARANTY") is entered into as

of June 21, 2005, by the undersigned (the "KEY PRINCIPAL" whether one or more),

for the benefit of GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial bank, and/or

any subsequent holder of the Note (the "LENDER").

RECITALS

A. FIT REN MIRAGE INN LP, a Delaware limited partnership (the "BORROWER")

has requested that Lender make a loan to Borrower in the amount of

$15,000,000.00 (the "LOAN"). The Loan will be evidenced by a Multifamily Note

from Borrower to Lender dated as of the date of this Guaranty (the "NOTE"). The

Note will be secured by a Multifamily Deed of Trust, Assignment of Rents,

Security Agreement and Fixture Filing (California) dated the same date as the

Note (the "SECURITY INSTRUMENT"), encumbering the real property described in the

Security Instrument (the "PROPERTY").

B. Key Principal has an economic interest in Borrower or will otherwise

obtain a material financial benefit from the Loan.

C. As a condition to making the Loan to Borrower, Lender requires that the

Key Principal execute this Guaranty.

NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower,

and in consideration thereof, Key Principal agrees as follows:

1. "Indebtedness" and other capitalized terms used but not defined in this

Guaranty shall have the meanings assigned to them in the Security Instrument.

2. Key Principal hereby absolutely, unconditionally and irrevocably

guarantees to Lender the full and prompt payment when due, whether at maturity

or earlier, by reason of acceleration or otherwise, and at all times thereafter,

of all amounts for which Borrower is personally liable under Paragraph 9 of the

Note.

3. The obligations of Key Principal under this Guaranty shall survive any

foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu

of foreclosure, and any release of record of the Security Instrument.

4. Key Principal's obligations under this Guaranty constitute an

unconditional guaranty of payment and not merely a guaranty of collection. If

Key Principal (or any Key Principal, if more than one) is a married person, Key

Principal (or each such married Key Principal, if more than one) agrees that

Lender may look to all of Key Principal's community property and separate

property to satisfy Key Principal's obligations under this Guaranty.

5. The obligations of Key Principal under this Guaranty shall be performed

without demand by Lender and shall be unconditional irrespective of the

genuineness, validity, regularity or enforceability of the Note, the Security

Instrument, or any other Loan Document, and without regard to any other

circumstance which might otherwise constitute a legal or equitable discharge of

a surety or a guarantor. Key Principal hereby waives any and all benefits and

defenses under California Civil Code SECTION 2810 and agrees that by doing so

Key Principal shall be liable even if Borrower had no liability at the time of

execution of the Note, the Security Instrument or

FANNIE MAE EXCEPTIONS TO NON-RECOURSE GUARANTY FORM 4501.05 4/98 Page 1

CALIFORNIA (MIRAGE INN)

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any other Loan Document, or thereafter ceases to be liable. Key Principal hereby

waives any and all benefits and defenses under California Civil Code SECTION

2809 and agrees that by doing so Key Principal's liability may be larger in

amount and more burdensome than that of Borrower. Key Principal hereby waives

the benefit of all principles or provisions of law, statutory or otherwise,

which are or might be in conflict with the terms of this Guaranty and agrees

that Key Principal's obligations shall not be affected by any circumstances,

whether or not referred to in this Guaranty, which might otherwise constitute a

legal or equitable discharge of a surety or a guarantor. Key Principal hereby

waives the benefits of any right of discharge under any and all statutes or

other laws relating to guarantors or sureties and any other rights of sureties

and guarantors thereunder. Without limiting the generality of the foregoing, Key

Principal hereby waives, to the fullest extent permitted by law, diligence in

collecting the Indebtedness, presentment, demand for payment, protest, all

notices with respect to the Note and this Guaranty which may be required by

statute, rule of law or otherwise to preserve Lender's rights against Key

Principal under this Guaranty, including notice of acceptance, notice of any

amendment of the Loan Documents, notice of the occurrence of any default or

Event of Default, notice of intent to accelerate, notice of acceleration, notice

of dishonor, notice of foreclosure, notice of protest, and notice of the

incurring by Borrower of any obligation or indebtedness. Key Principal also

waives, to the fullest extent permitted by law, all rights to require Lender to

(a) proceed against Borrower or any other guarantor of Borrower's payment or

performance with respect to the Indebtedness (an "OTHER GUARANTOR"), (b) if

Borrower or any guarantor is a partnership, proceed against any general partner

of Borrower or the guarantor, (c) proceed against or exhaust any collateral held

by Lender to secure the repayment of the Indebtedness, or (d) pursue any other

remedy it may now or hereafter have against Borrower, or, if Borrower is a

partnership, any general partner of Borrower, including any and all benefits

under California Civil Code Sections 2845, 2849 and 2850.

6. Key Principal understands that the exercise by Lender of certain rights

and remedies contained in the Security Instrument (such as a nonjudicial

foreclosure sale) may affect or eliminate Key Principal's right of subrogation

against Borrower and that Key Principal may therefore incur a partially or

totally nonreimbursable liability under this Guaranty. Nevertheless, Key

Principal hereby authorizes and empowers Lender to exercise, in its sole and

absolute discretion, any right or remedy, or any combination thereof, which may

then be available, since it is the intent and purpose of Key Principal that the

obligations under this Guaranty shall be absolute, independent and unconditional

under any and all circumstances. Key Principal expressly waives any defense

(which defense, if Key Principal had not given this waiver, Key Principal might

otherwise have) to a judgment against Key Principal by reason of a nonjudicial

foreclosure. Without limiting the generality of the foregoing, Key Principal

hereby expressly waives any and all benefits under (i) California Code of Civil

Procedure SECTION 580a (which Section, if Key Principal had not given this

waiver, would otherwise limit Key Principal's liability after a nonjudicial

foreclosure sale to the difference between the obli