FORM OF JOINT VENTURE AGREEMENT

INVESTMENT PROGRAM AGREEMENT

BETWEEN

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

AND

ASHFORD HOSPITALITY FINANCE, L.P.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01. Definitions			1
ARTICLE II PURPOSE			5
Section 2.01. Places of Business			5
Section 2.02. Purpose			5
Section 2.03. Term			5
Section 2.04. No Liability to Ashford, PIM or the PIM Investors			6
Section 2.05. Other Business Activities of PIM and the PIM Investors			6
Section 2.06. Rights of PIM Investors			7
Section 2.07. Other Business Activities of Ashford			7
ARTICLE III CAPITAL CONTRIBUTIONS			7
Section 3.01. Capital Commitments			7
Section 3.02. Capital Calls			8
ARTICLE IV MANAGEMENT; INDEMNIFICATION			8
Section 4.01. Management			8
Section 4.02. No Assignment			8
Section 4.03. Program Representatives			9
Section 4.04. Removal of Program Representatives			9
Section 4.05. Program Reimbursable Expenses			9
Section 4.06. Program Acts			9
Section 4.07. Compensation			9
Section 4.08. Presentation of Opportunities			9
Section 4.09. Indemnification			12
Section 4.10. Non-Competition/Exclusivity			13
Section 4.11. Management Fee; Workout and Restructuring Fee			13
Section 4.12. Sourcing Fees			13
Section 4.13. Potential Ashford Spinoff			13
ARTICLE V INTENTIONALLY OMITTED			14
ARTICLE VI COVENANTS			14
Section 6.01. Confidentiality			14
Section 6.02. Compliance with Law			15
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF PIM AND ASHFORD			16
Section 7.01. Representations			16

TABLE OF CONTENTS

		Page
ARTICLE VIII DISSOLUTION AND TERMINATION			16
Section 8.01. Termination			16
ARTICLE IX MISCELLANEOUS			17
Section 9.01. Specific Performance; Other Rights			17
Section 9.02. Notices			17
Section 9.03. Prior Agreements; Construction; Entire Agreement			18
Section 9.04. No Waiver			19
Section 9.05. Amendments			19
Section 9.06. Severability			19
Section 9.07. Counterparts			19
Section 9.08. Applicable Law; Jurisdiction			19
Section 9.09. Waiver Of Jury Trial			19
Section 9.10. Arbitration			19
Section 9.11. No Rights of Third Parties			20
Section 9.12. Further Assurances			20
Section 9.13. Survival			20
Section 9.14. Headings			20
Section 9.15. No Broker			20
Section 9.16. Currency			20
Section 9.17. Attorneys’ Fees			20
Section 9.18. REOC Compliance			20

Exhibits
Exhibit A		Form of Subsidiary Agreement
Exhibit B		Form of Master Venture Agreement
Exhibit C		Investment Criteria
Exhibit D		Preliminary Package Materials
Exhibit E		Form of Preliminary Approval Notice
Exhibit F		Full Package Materials
Exhibit G		Form of Approval Notice
Exhibit H		Qualifying Investments For Purposes of Section 8.01
Exhibit I		Form of Loan Servicing Agreement

INVESTMENT PROGRAM AGREEMENT

     This INVESTMENT PROGRAM AGREEMENT (the “ Agreement ”), is made and entered into to be effective for all purposes as of January 22, 2008, by and between Prudential Investment Management, Inc., a Delaware corporation (together with its successors and assigns, collectively, “ PIM ”) and Ashford Hospitality Finance LP, a Delaware limited partnership (“ Ashford ”). All capitalized terms used in this Agreement which are not otherwise defined have the meanings set forth in Article I .

WITNESSETH :

      WHEREAS, Ashford is presently acquiring, owning, managing, operating, financing, mortgaging, encumbering, exchanging, selling, repairing, disposing or otherwise dealing with Qualifying Investments (as such term is defined in Article I hereof);

      WHEREAS , Ashford and PIM have agreed to establish an exclusive investment program (the “ Program ”) between one (1) or more investors advised by PREI (as hereinafter defined) or PIM (each, a “ PIM Investor ” and collectively the “ PIM Investors ”) and Ashford. Under the Program, the PIM Investors will provide in the aggregate up to $300,000,000 in capital to acquire Investments (as such term is defined in Article I hereof), and Ashford will provide in the aggregate up to $100,000,000 in capital to acquire such Investments, as more particularly provided in this Agreement;

      WHEREAS , each PIM Investor and Ashford will form a master joint venture between such PIM Investor and Ashford (the “ Master Venture ”), which in turn will form separate limited liability companies (each, a “ Subsidiary ”) to acquire Investments; and

      WHEREAS, this Agreement is being entered into by PIM and Ashford to govern the affairs of the Program; and

      WHEREAS, PIM will perform its obligations under this Agreement through Prudential Real Estate Investors (“ PREI ”).

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

ARTICLE I

DEFINITIONS

      Section 1.01. Definitions . As used in this Agreement, the following terms shall have the following meanings:

     “ Accepted Loan Servicing Practices ” for each Master Venture Agreement and applicable Investment, shall have the meaning set forth in such Master Venture Agreement.

     “ Acquisition Opportunity ” shall have the meaning set forth in Section 4.08(a)  hereof.

     “ Active ” shall mean, with respect to an Acquisition Opportunity, Qualifying Investment or Pipeline Transaction, that the PIM Program Representative has not eliminated the Acquisition Opportunity, Qualifying Investment or Pipeline Transaction from consideration.

     “ Affiliate ” shall mean, when used with reference to a specified Person, (i) any Person that directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person; (ii) any Person who, from time to time, is a spouse or immediate relative of a specified Person; or (iii) any Person who, directly or indirectly, is the beneficial owner of ten percent (10%) or more of any class of equity securities or other ownership interests of the specified Person, or of which the specified Person is directly or indirectly the owner of ten percent (10%) or more of any class of equity securities or other ownership interests.

     “ Agreement ” shall mean this Investment Program Agreement as originally executed and as amended, supplemented or restated from time to time.

     “ Ashford Capital Commitment ” shall have the meaning set forth in Section 3.01(c) hereof.

     “ Assets ” shall mean the assets and property, whether tangible or intangible and whether real, personal, or mixed, at any time owned by or held, directly or indirectly, by or for the benefit of one or more of the Subsidiaries, including any Investments, and all right, title, and interest, if any, held and owned, directly or indirectly, by a Master Venture, but excluding any and all rights to the name “Ashford,” and all variations thereof and all associated goodwill, which shall be deemed the exclusive property of Ashford.

     “ Business Day ” shall mean each day other than a Saturday, Sunday or any other day on which banking institutions in the State of New York are authorized or obligated by law or executive order to be closed.

     “ Capital Call ”, for a Master Venture Agreement, shall have the meaning set forth in such Master Venture Agreement.

     “ Capital Call Notice ”, for a Master Venture Agreement, shall have the meaning set forth in such Master Venture Agreement.

     “ Capital Commitments ” shall have the meaning set forth in Section 3.01(c) hereof.

     “ Change in Control ” shall mean such time as there is (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of equity interests representing more than 50% of the

aggregate ordinary voting power represented by the issued and outstanding equity interests of Ashford; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Ashford by Persons who were not directors as of the date of this Agreement, other than Persons either (i) nominated by the board of directors of Ashford as constituted as of the date of this Agreement or (ii) appointed by directors so nominated.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).

     “ Control ” (including the terms “ Controlling ,” “ Controlled by ” and “ under common Control with ”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “ Duty Breach ” shall mean a breach of any material obligation under this Agreement (including, but not limited to, Sections 4.09, 4.11 , or 4.12 ), any Subsidiary Agreement or any Master Venture Agreement, which remains uncured for a period of at least thirty (30) days after receipt of notice of such breach, provided , that if such breach can be cured but is not reasonably capable of being cured within such thirty (30)-day period, such longer period of time as is necessary to cure such breach but in no event in excess of a total of seventy-five (75) days. A failure to make a capital contribution shall not be considered a Duty Breach.

     “ Funding Date ”, for a Master Venture Agreement, shall have the meaning set forth in such Master Venture Agreement.

     “ including ” shall mean “including, without limitation,”.

     “ Initial Term ” shall have the meaning set forth in Section 2.03 hereof.

     “ Investment ” shall mean, as applicable, the Closing of a Qualifying Investment by a Master Venture or a Subsidiary during the term of this Agreement and the Qualifying Investment thereby acquired.

     “ Investment Criteria ” has the meaning ascribed to it in Exhibit C hereof.

      “ Investment Documents ” shall mean the documents evidencing, securing and governing Investments in form and substance approved by PIM.

     “ IRS ” shall mean the United States Internal Revenue Service.

     “ Loan Servicing Agreement ” shall mean, with respect to a Master Venture Agreement, that certain Loan Servicing Agreement substantially in the form attached to this Agreement as Exhibit I entered into between the applicable Master Venture and Ashford, as it may be amended from time to time, and applicable to the Investments held directly or indirectly by such Master Venture.

     “ Major Uncured Breach ”, for a Master Venture Agreement, shall mean (i) a Duty Breach, or (ii) a Change in Control of Ashford.

     “ Master Venture ” shall have the meaning set forth in the recitals hereof.

     “ Master Venture Agreement ” means each Limited Liability Company Agreement, substantially in the form of Exhibit B to this Agreement, by and between each PIM Investor and Ashford as each of the foregoing may be amended from time to time.

     “ Master Venture Expenses ”, for a Master Venture, shall mean the reasonable, out-of-pocket third party costs of operating such Master Venture as described in the applicable Master Venture Agreement and referred to therein as the “Company Expenses”.

     “ Person ” shall mean any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity.

     “ PIM Capital Commitment ” shall have the meaning set forth in Section 3.01(a) hereof.

     “ PIM Investors ” shall mean entities advised by, or otherwise affiliated with, PIM that have been selected by PIM to acquire Investments directly or indirectly through one or more Master Ventures.

     “ Pipeline Transactions ” shall have the meaning set forth in Section 4.08(g) hereof.

     “ Preliminary Approval ” shall have the meaning set forth in Section 4.08(c) hereof.

     “ Preliminary Package ” shall have the meaning set forth in Section 4.08(b)  hereof.

     “ Prime Rate ” shall mean the rate of interest published from time to time by The Wall Street Journal, as the “prime rate.”

     “ Program ” shall have the meaning set forth in the recitals hereof.

     “ Program Counsel ” shall mean one or more attorneys (exclusive of internal counsel) or law firms engaged from time to time by the Program Representatives.

     “ Program Representative ” shall mean one (1) representative for each of Ashford and PIM who will review Qualifying Investments, as more particularly provided in Article 4 .

     “ Program Reimbursable Expenses ” shall mean, without duplication, Master Venture Expenses and the reasonable, out-of-pocket third party costs and expenses of Ashford and PIM associated with identifying, underwriting, performing due diligence on and negotiating and closing Qualifying Investments, including costs of travel for PIM and Ashford representatives and such third parties, in each case for Qualifying Investments that have received Preliminary Approval and to the extent not otherwise reimbursed to Ashford or PIM, as the case may be, including by a borrower under a Qualifying Investment; provided, however, that if a Qualifying

Investment shall not be acquired by a Master Venture or a Subsidiary following Preliminary Approval of such Qualifying Investment, “Program Reimbursable Expenses” for such Qualifying Investment shall include only such expenses incurred from and after such time as PIM has granted its Preliminary Approval of the applicable Qualifying Investment.

     “ Proprietary Information ” shall have the meaning set forth in Section 6.01(a)  hereof.

     “ Qualifying Investment ” shall have the meaning set forth in Section 4.08(a) hereof.

     “ Sourcing Fee ”, under a Master Venture Agreement, shall have the meaning set forth in such Master Venture Agreement.

     “ Subsidiary ” shall have the meaning set forth in the recitals hereof.

     “ Subsidiary Agreement ” shall mean the limited liability company agreement of a particular Subsidiary, substantially in the form of Exhibit A to this Agreement, subject to such changes as will not adversely affect the economic terms of such form but as may be necessary or desirable for any one (1) or more Investors to address tax or other legal issues applicable to any of them.

     “ Term ” shall have the meaning set forth in Section 2.03 hereof.

     “ Unfunded Capital Commitment ”, for a Master Venture, shall have the meaning set forth in the applicable Master Venture Agreement.

ARTICLE II

PURPOSE

      Section 2.01. Places of Business . Ashford may locate its place or places of business at any place or places as Ashford may from time to time determine and identify to PIM. Ashford’s initial principal place of business shall be at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

      Section 2.02. Purpose . The principal purposes of the Program shall be to identify Qualifying Investments for the Master Ventures or their Subsidiaries to acquire, own, manage, operate, finance, mortgage, encumber, exchange, sell, repair, dispose or otherwise deal with. The business and purpose of the Program shall be limited to its principal purposes, unless the Program Representatives otherwise determine by their unanimous vote.

      Section 2.03. Term . The term of this Agreement (the “ Term ”) commenced on the date hereof and shall continue until the winding up of each Master Venture and/or Subsidiary and its Investments, but in no event beyond the twentieth (20 ^th ) anniversary of the date hereof, unless this Agreement is terminated sooner in accordance with the provisions of this Agreement. The initial investment period under this Agreement will be two (2) years (the “ Initial Term ”), unless this Agreement is terminated sooner in accordance with the provisions of this Agreement.

      Section 2.04. No Liability to Ashford, PIM or the PIM Investors .

          (a) Except as otherwise required by law or the provisions of this Agreement or any Master Venture Agreement or Subsidiary Agreement, none of Ashford, PIM, any PIM Investor or any Affiliate of any of the foregoing or any Program Representative, nor any of the Program’s current or former Affiliates, officers or agents, if any, shall be liable to the Program, any Master Venture or Subsidiary or to each other for any debts, liabilities or obligations of the Program, whether arising in contract, tort or otherwise, or for any action taken, or omitted to be taken, in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Program and, with respect to any criminal action or proceeding, for any action taken, or omitted to be taken, with no reasonable cause to believe that the conduct was unlawful, in each case except to the extent of the applicable party’s adjudicated fraud, gross negligence, willful misconduct, criminal conduct (unless there was no reasonable cause to believe the criminal action taken or omitted was unlawful) or to the extent such action taken or omitted to be taken constitutes a material breach of any provision of this Agreement or other contract between such party and the Program. Except as expressly set forth herein, none of Ashford, PIM, any PIM Investor or any Affiliate of any of the foregoing shall have to make any contributions or deliver any letters of credit, guaranties or other tangible property to any Subsidiary or Master Venture. Nothing in this Agreement shall be construed to make Ashford or any PIM Investor liable for any losses or debts of the Program, except to the extent of losses of their respective capital contributions to a Subsidiary or the Master Venture pursuant to the terms of the applicable Subsidiary Agreement or Master Venture Agreement.

          (b) No Affiliate or member of any of Ashford, PIM or any PIM Investor shall have personal liability for the obligations of such person hereunder or otherwise, except as provided herein or under applicable law or in a written agreement (including this Agreement, any Subsidiary Agreement or any Master Venture Agreement), the parties to which include such Affiliate.

          (c) Nothing in this Agreement, and, without limiting the generality of the foregoing, in this Section 2.04 , expressed or implied, is intended or shall be construed to give to any creditor of the Program, any Subsidiary or Master Venture or to any creditor of Ashford, PIM or any PIM Investor or any creditor of any other Person whatsoever, other than Ashford, PIM and the Program, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or provisions herein contained, and such provisions are and shall be held to be for the sole and exclusive benefit of Ashford, PIM, any PIM Investor and the Program.

      Section 2.05. Other Business Activities of PIM and the PIM Investors . Subject to the provisions of this Agreement, any Subsidiary Agreement or any Master Venture Agreement, including the provisions of Section 6.01 hereof, PIM and the PIM Investors and their Affiliates may have other business interests and may engage in other business ventures of any nature or description whatsoever, whether presently existing or hereafter created, including, the acquisition, development, ownership, administration, servicing, leasing, management, operation, franchising, syndication, financing, refinancing and/or sale of real estate or real estate-related investments and may compete, directly or indirectly, with the business of the Program. None of

PIM, the PIM Investors or their Affiliates shall incur any liability to the Program, Ashford, PIM or any other PIM Investor as a result of the pursuit by such PIM Investor or its Affiliates of such other business interests and ventures and competitive activity, and neither the Program nor Ashford, PIM or any other PIM Investor shall have any right to participate in such other business interests or ventures or to receive or share in any income derived therefrom.

      Section 2.06. Rights of PIM Investors . Ashford hereby acknowledges that each PIM Investor that executes a Master Venture Agreement with Ashford is a third party beneficiary of all covenants and obligations of Ashford and its Affiliates to the Program and PIM under this Agreement.

      Section 2.07. Other Business Activities of Ashford . Subject to the provisions of this Agreement, any Subsidiary Agreement or any Master Venture Agreement, including the provisions of Section 4.10 hereof, Ashford and its Affiliates may have other business interests and may engage in other business ventures of any nature or description whatsoever, whether presently existing or hereafter created, including, the development, ownership, leasing, management, operation, franchising, syndication, financing, refinancing and/or sale of real estate any of which may compete, directly or indirectly, with the business of the Program or any Subsidiary or any member thereof. Neither Ashford nor its Affiliates shall incur any liability to the Program, PIM, any PIM Investor, any Master Venture, any Subsidiary or any of its members or their Affiliates as a result of the pursuit by Ashford or any of its Affiliates of such other real estate, business interests or ventures, except as provided herein or in any Master Venture Agreement or Subsidiary Agreement, and neither the Program, PIM, any PIM Investor, any Master Venture, any Subsidiary nor any of its members nor their Affiliates shall have any right to participate in such other real estate holdings, business interests or ventures or to receive or share in any income derived therefrom except as provided herein or in any Master Venture Agreement or Subsidiary Agreement.

ARTICLE III

CAPITAL CONTRIBUTIONS

      Section 3.01. Capital Commitments .

          (a) During the Initial Term, PIM shall identify one or more PIM Investors to provide an aggregate of up to $300 million (as outstanding, the “ PIM Capital Commitment ”) to acquire Investments through various Subsidiaries. Each PIM Investor will contribute capital to its Master Venture and/or applicable Subsidiary in accordance with its Master Venture Agreement and/or the Subsidiary Agreement of the applicable Subsidiary.

          (b) In lieu of identifying a PIM Investor to fund a Capital Call, PIM, at its sole discretion, may choose to utilize one or more credit facilities available to it to fund a Capital Call; provided, however, that the use of such credit facilities shall not require or result in any security interest, lien or other encumbrance upon the interests of PIM or any PIM Investor in any

Master Venture or Subsidiary. In the instance that PIM shall utilize a credit facility to fund an Investment, such monies shall reduce PIM’s Unfunded Capital Commitment.

          (c) Ashford shall provide an aggregate of up to $100 million (the “ Ashford Capital Commitment ” and together with the PIM Capital Commitment, the “ Capital Commitments ”) to acquire Investments through various Subsidiaries. Ashford will contribute capital to the applicable Master Venture and/or applicable Subsidiary in accordance with the applicable Master Venture Agreement and/or the Subsidiary Agreement of the applicable Subsidiary.

          (d) PIM and Ashford shall contribute the capital required for each Investment on a seventy-five percent (75%), twenty-five percent (25%) basis, respectively, as more particularly provided in each Master Venture Agreement. Each PIM Investor’s equity shall be in a senior position, while Ashford’s equity shall be in a first-loss position with respect to each individual Investment, as more particularly provided in each Master Venture Agreement.

      Section 3.02. Capital Calls .

          (a) The Program Representatives shall make all capital calls on behalf of each Master Venture and Subsidiary in accordance with the terms of the applicable Subsidiary Agreement and Master Venture Agreement, each in the form attached hereto as Exhibits A and B respectively.

          (b) None of PIM or the PIM Investors shall be obligated to fund amounts requested by a Capital Call (x) unless all actions of Ashford and its servicing agents permitted hereunder are materially consistent with Accepted Loan Servicing Practices at the time of such Capital Call or (y) if, prior to the Funding Date with respect to such Capital Call Notice, no Major Uncured Breach is in effect with respect to the applicable Master Venture. Ashford shall not be obligated to fund amounts requested by a Capital Call if, prior to the Funding Date with respect to such Capital Call Notice, any Duty Breach by PIM or any PIM Investor is in effect.

ARTICLE IV

MANAGEMENT; INDEMNIFICATION

      Section 4.01. Management . Subject to the other terms of this Agreement and each Master Venture Agreement, the business and affairs of the Program and of each Master Venture shall be managed solely and exclusively by the Program Representatives.

      Section 4.02. No Assignment . No party hereto shall have the right, directly or indirectly, by operation of law or otherwise, to assign, sell, pledge, mortgage, encumber or otherwise transfer all or any portion of its right, title or interest under this Agreement, except to an entity under common Control with such party and upon prior written notice to the other party. Any assignment, sale, pledge, mortgage, encumbrance or other transfer prohibited hereunder shall be null and void.

      Section 4.03. Program Representatives . Eac