8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 28, 2006

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND
(State of Incorporation) 001-31775
(Commission File Number) 86-1062192
(I.R.S. Employer
Identification Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
	ITEM 9.01. FINANCIAL STATEMTENTS AND EXHIBITS
SIGNATURE
Amended Employment Agreement - Douglas A. Kessler
Amended Employment Agreement - David J. Kimichik
Amended Employment Agreement - David A. Brooks
Amended Employment Agreement - Mark L. Nunneley
Amended Employment Agreement - Montgomery J. Bennett

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 28, 2006, the Compensation Committee of the Board of Directors for Ashford Hospitality Trust, Inc. (the “Company”) approved a) increases to annual base salaries, retroactively effective January 1, 2006, and annual bonuses related to its executive officers and b) issuances of restricted common stock, which vest 1/3 annually over three years, to its executive officers and Chairman of its Board of Directors as follows:

	Restricted		Former		Adjusted
	Stock Awards (1)		Base Salary		Base Salary		Bonus
Archie Bennett, Jr.	$	997,600
Chairman of the Board of Directors
Montgomery J. Bennett	$	2,244,600	$	467,500	$	650,000	$	584,375
President and Chief Executive Officer
Douglas A. Kessler	$	1,870,500	$	360,000	$	500,000	$	360,000
Chief Operating Officer
David J. Kimichik	$	872,900	$	286,000	$	325,000	$	257,400
Chief Financial Officer
David A. Brooks	$	872,900	$	286,000	$	325,000	$	257,400
Chief Legal Officer
Mark L. Nunneley	$	374,100	$	181,500	$	220,000	$	108,900
Chief Accounting Officer

(1) Represents shares of restricted common stock issued March 28, 2006, valued at $12.47 per share, the closing price of the Company’s common stock on the date of issuance.

In addition, employment agreements with Messrs. Montgomery J. Bennett, Douglas A. Kessler, David J. Kimichik, David A. Brooks, and Mark L. Nunneley were modified, effective March 29, 2006, to eliminate fixed bonus ranges and establish targeted bonus ranges as follows:

Montgomery J. Bennett – 75% to 125% of Base Salary
Douglas A. Kessler – 50% to 100% of Base Salary
David J. Kimichik – 30% to 90% of Base Salary
David A. Brooks – 30% to 90% of Base Salary
Mark L. Nunneley – 20% to 60% of Base Salary

ITEM 9.01. FINANCIAL STATEMTENTS AND EXHIBITS

Exhibit
Number
10.5.7	Amended Employment Agreement Between the Registrant and Douglas A. Kessler
10.5.8	Amended Employment Agreement Between the Registrant and David J. Kimichik
10.5.9	Amended Employment Agreement Between the Registrant and David A. Brooks
10.5.10	Amended Employment Agreement Between the Registrant and Mark L. Nunneley
10.5.11	Amended Employment Agreement Between the Registrant and Montgomery J. Bennett

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 3, 2006

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS David A. Brooks

Chief Legal Officer

EX-10.5.7

Exhibit 10.5.7

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, executed on March 29, 2006, effective as of January 1, 2006 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and DOUGLAS KESSLER, an individual residing in Dallas, Texas (the “Executive”):

RECITALS:

A.	The REIT and the Operating Partnership (collectively, the “Company”) and the Executive are parties to a certain Employment Agreement (as amended, the “Agreement”), dated as of August 29, 2003; and
B.	The Compensation Committee, with the approval granted by the Board of Directors of the Company on March 28, 2006, desire to modify the Employment Agreement as specifically set forth herein;
C.	The Executive has agreed to accept this Amendment pursuant to the terms and conditions set forth herein; and
D.	All terms with their initial letter capitalized as set forth in the Employment Agreement shall have the same meaning herein as given such terms in the Employment Agreement

     NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set forth in the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree that the Employment Agreement is modified as set forth below:

     1. SALARY. Section 3 of the Employment Agreement is hereby modified by providing that the Base Salary, effective as of the Effective Date, shall be Five Hundred Thousand Dollars ($500,000.00) per year.

     2. INCENTIVE BONUS. The Company and Executive agree that the last sentence of Section 5(a) of the Employment Agreement is deleted in its entirety and the following is inserted in lieu thereof:

The targeted range for the Incentive Bonus for the Initial Term ending on the Initial Termination Date is 50% to 100% of Base Salary.

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     3. LIMITED MODIFICATION. Except as expressly modified above, the terms and conditions of the Employment Agreement shall remain in full force and effect, and the Company and the Executive ratify and confirm to each other the enforceability thereof.

     4. MISCELLANEOUS.

     4.1 Severability. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

     4.2 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

     4.3 Entire Agreement. This Amendment (together with the Employment Agreement, as modified herein) contains the entire understanding of the parties, supercedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Board.

     4.4 Governing Law. This Amendment and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the federal or state courts of Dallas County, Texas. This provision shall not be read as a waiver of any right to removal to federal court in Dallas County, Texas.

     4.5 Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Amendment are for convenience of reference only and shall not affect its meaning or construction.

     4.6 Consultation with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Amendment, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Amendment other than as are reflected in this Amendment.

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     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed under seal as of the date first above written.

REIT:
ASHFORD HOSPITALITY TRUST, INC.
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner, LLC
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

EXECUTIVE:
/s/ DOUGLAS KESSLER
Name: Douglas Kessler
Dated: 3/29/06

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EX-10.5.8

Exhibit 10.5.8

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, executed on March 29, 2006, effective as of January 1, 2006 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and DAVID KIMICHIK, an individual residing in Dallas, Texas (the “Executive”):

RECITALS:

A.	The REIT and the Operating Partnership (collectively, the “Company”) and the Executive are parties to a certain Employment Agreement (as amended, the “Agreement”), dated as of August 29, 2003; and
B.	The Compensation Committee, with the approval granted by the Board of Directors of the Company on March 28, 2006, desire to modify the Employment Agreement as specifically set forth herein;
C.	The Executive has agreed to accept this Amendment pursuant to the terms and conditions set forth herein; and
D.	All terms with their initial letter capitalized as set forth in the Employment Agreement shall have the same meaning herein as given such terms in the Employment Agreement

     NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set forth in the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree that the Employment Agreement is modified as set forth below:

     1. SALARY. Section 3 of the Employment Agreement is hereby modified by providing that the Base Salary, effective as of the Effective Date, shall be Three Hundred Twenty Five Thousand Dollars ($325,000.00) per year.

     2. INCENTIVE BONUS. The Company and Executive agree that the last sentence of Section 5(a) of the Employment Agreement is deleted in its entirety and the following is inserted in lieu thereof:

The targeted range for the Incentive Bonus for the Initial Term ending on the Initial Termination Date is 30% to 90% of Base Salary.

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     3. LIMITED MODIFICATION. Except as expressly modified above, the terms and conditions of the Employment Agreement shall remain in full force and effect, and the Company and the Executive ratify and confirm to each other the enforceability thereof.

     4. MISCELLANEOUS.

     4.1 Severability. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

     4.2 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

     4.3 Entire Agreement. This Amendment (together with the Employment Agreement, as modified herein) contains the entire understanding of the parties, supercedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Board.

     4.4 Governing Law. This Amendment and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the federal or state courts of Dallas County, Texas. This provision shall not be read as a waiver of any right to removal to federal court in Dallas County, Texas.

     4.5 Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Amendment are for convenience of reference only and shall not affect its meaning or construction.

     4.6 Consultation with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Amendment, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Amendment other than as are reflected in this Amendment.

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     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed under seal as of the date first above written.

REIT:
ASHFORD HOSPITALITY TRUST, INC.
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner, LLC
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

EXECUTIVE:
/s/ DAVID KIMICHIK
Name: David Kimichik
Dated: 3/29/06

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EX-10.5.9

Exhibit 10.5.9

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, executed on March 29, 2006, effective as of January 1, 2006 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and DAVID BROOKS, an individual residing in Dallas, Texas (the “Executive”):

RECITALS:

A.	The REIT and the Operating Partnership (collectively, the “Company”) and the Executive are parties to a certain Employment Agreement (as amended, the “Agreement”), dated as of August 29, 2003; and
B.	The Compensation Committee, with the approval granted by the Board of Directors of the Company on March 28, 2006, desire to modify the Employment Agreement as specifically set forth herein;
C.	The Executive has agreed to accept this Amendment pursuant to the terms and conditions set forth herein; and
D.	All terms with their initial letter capitalized as set forth in the Employment Agreement shall have the same meaning herein as given such terms in the Employment Agreement

     NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set forth in the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree that the Employment Agreement is modified as set forth below:

     1. SALARY. Section 3 of the Employment Agreement is hereby modified by providing that the Base Salary, effective as of the Effective Date, shall be Three Hundred Twenty Five Thousand Dollars ($325,000.00) per year.

     2. INCENTIVE BONUS. The Company and Executive agree that the last sentence of Section 5(a) of the Employment Agreement is deleted in its entirety and the following is inserted in lieu thereof:

The targeted range for the Incentive Bonus for the Initial Term ending on the Initial Termination Date is 30% to 90% of Base Salary.

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     3. LIMITED MODIFICATION. Except as expressly modified above, the terms and conditions of the Employment Agreement shall remain in full force and effect, and the Company and the Executive ratify and confirm to each other the enforceability thereof.

     4. MISCELLANEOUS.

     4.1 Severability. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

     4.2 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

     4.3 Entire Agreement. This Amendment (together with the Employment Agreement, as modified herein) contains the entire understanding of the parties, supercedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Board.

     4.4 Governing Law. This Amendment and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the federal or state courts of Dallas County, Texas. This provision shall not be read as a waiver of any right to removal to federal court in Dallas County, Texas.

     4.5 Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Amendment are for convenience of reference only and shall not affect its meaning or construction.

     4.6 Consultation with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Amendment, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Amendment other than as are reflected in this Amendment.

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     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed under seal as of the date first above written.

REIT:
ASHFORD HOSPITALITY TRUST, INC.
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner, LLC
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

EXECUTIVE:
/s/ DAVID BROOKS
Name: David Brooks
Dated: 3/29/2006

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EX-10.5.10

Exhibit 10.5.10

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, executed on March 29, 2006, effective as of January 1, 2006 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and MARK NUNNELEY, an individual residing in Dallas, Texas (the “Executive”):

RECITALS :

A.	The REIT and the Operating Partnership (collectively, the “Company”) and the Executive are parties to a certain Employment Agreement (as amended, the “Agreement”), dated as of August 29, 2003; and
B.	The Compensation Committee, with the approval granted by the Board of Directors of the Company on March 28, 2006, desire to modify the Employment Agreement as specifically set forth herein;
C.	The Executive has agreed to accept this Amendment pursuant to the terms and conditions set forth herein; and
D.	All terms with their initial letter capitalized as set forth in the Employment Agreement shall have the same meaning herein as given such terms in the Employment Agreement

     NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set forth in the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree that the Employment Agreement is modified as set forth below:

     1. SALARY. Section 3 of the Employment Agreement is hereby modified by providing that the Base Salary, effective as of the Effective Date, shall be Two Hundred Twenty Thousand Dollars ($220,000.00) per year.

     2. INCENTIVE BONUS. The Company and Executive agree that the last sentence of Section 5(a) of the Employment Agreement is deleted in its entirety and the following is inserted in lieu thereof:

The targeted range for the Incentive Bonus for the Initial Term ending on the Initial Termination Date is 20% to 60% of Base Salary.

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     3. LIMITED MODIFICATION. Except as expressly modified above, the terms and conditions of the Employment Agreement shall remain in full force and effect, and the Company and the Executive ratify and confirm to each other the enforceability thereof.

     4. MISCELLANEOUS.

     4.1 Severability. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

     4.2 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

     4.3 Entire Agreement. This Amendment (together with the Employment Agreement, as modified herein) contains the entire understanding of the parties, supercedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Board.

     4.4 Governing Law. This Amendment and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the federal or state courts of Dallas County, Texas. This provision shall not be read as a waiver of any right to removal to federal court in Dallas County, Texas.

     4.5 Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Amendment are for convenience of reference only and shall not affect its meaning or construction.

     4.6 Consultation with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Amendment, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Amendment other than as are reflected in this Amendment.

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     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed under seal as of the date first above written.

REIT:
ASHFORD HOSPITALITY TRUST, INC.
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

OPERATING PARTNERSHIP:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By: Ashford OP General Partner, LLC
By: /S/ MONTY J. BENNETT
Name: Monty J. Bennett
Title: Chief Executive Officer
Dated: 3/29/06

EXECUTIVE:
/s/ MARK NUNNELEY
Name: Mark Nunneley
Dated: 3/29/2006

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EX-10.5.11

Exhibit 10.5.11

AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, executed on March 29, 2006, effective as of January 1, 2006 (the “Effective Date”), between ASHFORD HOSPITALITY TRUST, INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas (hereinafter, the “REIT”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the Operating Partnership”), and MONTY BENNETT, an individual residing in Dallas, Texas (the “Executive”):

RECITALS :

A.	The REIT and the Operating Partnership (collectively, the “Company”) and the Executive are parties to a certain Employment Agreement (as amended, the “Agreement”), dated as of August 29, 2003; and
B.	The Compensation Committee, with the approval granted by the Board of Directors of the Company on March 28, 2006, desire to modify the Employment Agreement as specifically set forth herein;
C.	The Executive has agreed to accept this Amendment pursuant to the terms and conditions set forth herein; and
D.	All terms with their initial letter capitalized as set forth in the Employment Agreement shall have the same meaning herein as given such terms in the Employment Agreement

     NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set forth in the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree that the Employment Agreement is modified as set forth below:

     1. SALARY. Section 3 of the Employment Agreement is hereby modified by providing that the Base Salary, effective as of the Effective Date, shall be Six Hundred Fifty Thousand Dollars ($650,000.00) per year.

     2. INCENTIVE BONUS. The Company and Executive agree that the last sentence of Section 5(a) of the Employment Agreement is deleted in its entirety and the following is inserted in lieu thereof:

The targeted range for the Incentive Bonus for the Initial Term ending on the Initial Termination Date is 75% to 125% of Base Salary.

-1-

     3. LIMITED MODIFICATION. Except as expressly modified above, the terms and conditions of the Employment Agreement shall remain in full force and effect, and the Company and the Executive ratify and confirm to each other the enforceability thereof.

     4. MISCELLANEOUS.

     4.1 Severability. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

     4.2 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

     4.3 Entire Agreement. This Amendment (together with the Employment Agreement, as modified herein) contains the entire understanding of the parties, supercedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Board.

     4.4 Governing Law. This Amendment and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the federal or state courts of Dallas County, Texas. This provision shall not be read as a waiver of any right to removal to federal court in Dallas County, Texas.

     4.5 Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Amendment are for convenience of reference only and shall not affect its meaning or construction.

     4.6 Consultation with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Amendment, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Amendment other than as are reflected in this Amendment.

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     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed under seal as of the date first above written.

REIT:

ASHFORD HOSPITALITY TRUST, INC.

By: /S/ DAVID A. BROOKS

Name:  David A. Brooks

Title:  Chief Legal Officer

Dated:  3/29/06

OPERATING PARTNERSHIP:

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

By: Ashford OP General Partner, LLC

By: /S/ DAVID A. BROOKS

Name:  David A. Brooks

Title:  Chief Legal Officer

Dated:  3/29/06

EXECUTIVE:

/s/ MONTY BENNETT

Name: Monty Bennett

Dated:  3/29/06

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