Exhibit 10.37

                              CONVERSION AGREEMENT

         THIS CONVERSION  AGREEMENT  (this  "Agreement") is dated as of this 1st
day of  January  2001  between  JANUS  HOTELS  AND  RESORTS,  INC.,  a  Delaware
corporation  with its  principal  place of  business  located at 2300  Corporate
Blvd., N.W., Suite 232, Boca Raton,  Florida 33431-8596 (the "Company") and each
of HARRY G. YEAGGY,  ("Yeaggy");  LOUIS S. BECK, ("Beck"); ELBE FINANCIAL GROUP,
LLC, a Nevada limited  liability company ("Elbe") and BECK HOSPITALITY INC. III,
an Ohio corporation ("BH").

                                    RECITALS

     WHEREAS,  Yeaggy is the holder of 3,147.02 shares of the Company's Series B
Preferred  Stock,  par value $.01 per share ("Series B Preferred")  (the "Yeaggy
Shares");

     WHEREAS,  Beck is the holder of 828 shares of Series B Preferred (the "Beck
Shares");

     WHEREAS,  Elbe is the holder of 8,613.06  shares of Series B Preferred (the
"Elbe Shares");

     WHEREAS,  BH is the holder of 1,100  shares of Series B Preferred  (the "BH
Shares");

     WHEREAS,  the Yeaggy  Shares,  the Beck Shares,  the Elbe Shares and the BH
Shares constitute  approximately 81.53 % of the issued and outstanding shares of
Series B Preferred; and

     WHEREAS,  each of Yeaggy,  Beck,  Elbe and BH desire to convert each of the
Yeaggy Shares, the Beck Shares, the Elbe Shares and the BH Shares, respectively,
into a debt  instrument in the form of the Promissory  Notes attached  hereto as
Exhibit A, in the case of Yeaggy (the "Yeaggy  Note"),  Exhibit B in the case of
Beck (the  "Beck  Note");  Exhibit C in the case of Elbe (the  "Elbe  Note") and
Exhibit D in the case of BH (the "BH Note").

     NOW,  THEREFORE,  in  consideration  of the  premises,  and  of the  mutual
promises  and  agreements  hereinafter  set forth and of other good and valuable
consideration, the parties hereby agree as follows:

     1. CONVERSION OF SERIES B PREFERRED. Subject to all of the terms, covenants
and conditions set forth in this  Agreement,  on the Closing Date (as defined in
Section  3.1)  each of  Yeaggy,  Beck,  Elbe  and BH  shall  surrender,  and the
Corporation  shall redeem and cancel,  the Yeaggy Shares,  the Beck Shares,  the
Elbe Shares and the BH Shares,  as the case may be, in  exchange  for the Yeaggy
Note, the Beck Note, the Elbe Note and the BH Note, as the case may be.



<PAGE>


     2. REPRESENTATION AND WARRANTIES.

          2.1  The Company represents and warrants as follows:

               (a)    Due Organization.   The  Company  is  a  corporation  duly
                     ----------------
organized  under the laws of the State of Delaware and has all  requisite  power
and  authority  to own,  lease and  operate its  properties  and to carry on its
business as now being conducted.

               (b)   Authorization.  The execution, delivery and  performance of
                     -------------
this  Agreement  by  the  Company  and  the  consummation  of  the  transactions
contemplated  hereby  have been duly  authorized  and  approved  by the Board of
Directors  of the  Company  and no  other  corporate  action  on the part of the
Company  is  necessary  to  authorize   and  approve  this   Agreement  and  the
transactions contemplated hereby.

               (c)   Execution; Delivery; Binding Effect.   This  Agreement  has
                     -----------------------------------
been duly executed and delivered by the Company and constitutes the legal, valid
and binding obligation of the Company and is enforceable  against the Company in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
moratorium,  fraudulent  conveyance  and similar laws  affecting  the rights and
remedies of creditors  generally and the  application  of general  principles of
equity.

          2.2  Yeaggy represents and warrants as follows:

               (a)   Execution; Delivery; Binding Effect.   This  Agreement  has
                     -----------------------------------
been duly executed and delivered by Yeaggy and constitutes the legal,  valid and
binding  obligation of Yeaggy,  and is enforceable  against Yeaggy in accordance
with its  terms,  subject  to  applicable  bankruptcy,  insolvency,  moratorium,
fraudulent  conveyance  and similar  laws  affecting  the rights and remedies of
creditors generally and the application of general principles of equity.

               (b)   Title to Yeaggy Shares.   Yeaggy is the owner, beneficially
                     ----------------------
and of  record,  of all of the  Yeaggy  Shares,  free and  clear  of all  liens,
encumbrances,  security  agreements,  equities,  options,  claims,  charges, and
restrictions.  Yeaggy  has full  power to  surrender  the  Yeaggy  Shares to the
Company without obtaining the consent or approval of any other person, entity or
governmental or regulatory authority.

          2.3  Beck represents and warrants as follows:

               (a)   Execution; Delivery; Binding Effect.   This  Agreement  has
                     -----------------------------------
been duly executed and delivered by Beck and  constitutes  the legal,  valid and
binding  obligation of Beck, and is enforceable  against Beck in accordance with
its terms, subject to applicable bankruptcy,  insolvency, moratorium, fraudulent
conveyance  and similar  laws  affecting  the rights and  remedies of  creditors
generally and the application of general principles of equity.

               (b)   Title to Beck Shares.  Beck is the owner,  beneficially and
                     --------------------
of record, of all of the Beck Shares, free and clear of all liens, encumbrances,
security agreements,  equities, options, claims, charges, and restrictions. Beck
has full power to surrender the Beck Shares to the Company without obtaining the
consent or approval of any other person,  entity or  governmental  or regulatory
authority.

                                       2
<PAGE>
          2.4  Elbe represents and warrants as follows:

               (a)   Due Organization.  Elbe is a limited liability company duly
                     ----------------
organized  under the laws of the State of Nevada and has all requisite power and
authority to own,  lease and operate its properties and to carry on its business
as now being conducted.

               (b)   Authorization.   The execution, delivery and performance of
                     -------------
this Agreement by Elbe and the  consummation  of the  transactions  contemplated
hereby have been duly  authorized and approved by the  members/managers  of Elbe
and no other company  proceedings on the part of Elbe are necessary to authorize
and approve this Agreement and the transactions contemplated hereby.

               (c)   Execution; Delivery; Binding Effect.    This  Agreement has
                     -----------------------------------
been duly executed and delivered by Elbe and  constitutes  the legal,  valid and
binding  obligation of Elbe, and is enforceable  against Elbe in accordance with
its terms, subject to applicable bankruptcy,  insolvency, moratorium, fraudulent
conveyance  and similar  laws  affecting  the rights and  remedies of  creditors
generally and the application of general principles of equity.

               (d)   Title to Elbe Shares.   Elbe is the owner, beneficially and
                     --------------------
of record, of all of the Elbe Shares, free and clear of all liens, encumbrances,
security agreements,  equities, options, claims, charges, and restrictions. Elbe
has full power to surrender the Elbe Shares to the Company without obtaining the
consent or approval of any other person,  entity or  governmental  or regulatory
authority.

          2.5  BH represents and warrants as follows:

               (a)   Due Organization.  BH is a corporation duly organized under
                     ----------------
the laws of the State of Ohio and has all requisite  power and authority to own,
lease and  operate  its  properties  and to carry on its  business  as now being
conducted.

               (b)   Authorization.   The execution, delivery and performance of
                     -------------
this  Agreement  by BH and the  consummation  of the  transactions  contemplated
hereby have been duly  authorized  and  approved by the Board of Directors of BH
and no other corporate  proceedings on the part of BH are necessary to authorize
and approve this Agreement and the transactions contemplated hereby.

               (c)   Execution; Delivery; Binding Effect.   This  Agreement  has
                     -----------------------------------
been duly  executed and  delivered by BH and  constitutes  the legal,  valid and
binding  obligation of BH, and is enforceable  against BH in accordance with its
terms,  subject to applicable  bankruptcy,  insolvency,  moratorium,  fraudulent
conveyance  and similar  laws  affecting  the rights and  remedies of  creditors
generally and the application of general principles of equity.


                                       3
<PAGE>
               (d)   Title to BH Shares.   BH is  the owner, beneficially and of
                     ------------------
record,  of all of the BH  Shares,  free and clear of all  liens,  encumbrances,
security agreements,  equities,  options, claims, charges, and restrictions.  BH
has full power to surrender the BH Shares to the Company  without  obtaining the
consent or approval of any other person,  entity or  governmental  or regulatory
authority.

          2.6  Survival of Representations and Warranties.  This  Agreement  and
               ------------------------------------------
all  representations,  warranties and agreements made herein and pursuant hereto
shall survive the Closing and will be true and correct as of the date of Closing
as if made on that date.

     3.   THE CLOSING.

          3.1  Time and Place.  The surrender to the Company, and the redemption
               --------------
and cancellation by the Company, of the Yeaggy Shares, the Beck Shares, the Elbe
Shares and the BH Shares,  as the case may be, in exchange  for the Yeaggy Note,
the Beck Note, the Elbe Note and the BH Note, as the case may be (the "Closing")
shall occur as of January 1, 2001 at the principal offices of the Company, or at
such time and place as the parties may agree to in writing (the "Closing Date").

          3.2  Obligations of Yeaggy,  Beck,  Elbe and BH at Closing.    At  the
               -----------------------------------------------------
Closing,  each of Yeaggy,  Beck,  Elbe and BH shall deliver and surrender to the
Company a certificate or certificates  representing the Yeaggy Shares,  the Beck
Shares, the Elbe Shares and the BH Shares, as the case may be, registered in the
name of Yeaggy, Beck, Elbe or BH, as the case may be.

          3.3  The Company's  Obligations  at Closing.    At  the  Closing,  the
               ------------------------------------
Company shall:


               (a)  In the case of Yeaggy,  redeem and cancel the Yeaggy  Shares
and deliver to Yeaggy the Yeaggy Note,  duly executed by the Company in favor of
Yeaggy;

               (b)  In  the  case of  Beck,  redeem and cancel  the Beck  Shares
and  deliver to Beck the Beck Note,  duly  executed  by the  Company in favor of
Beck;

               (c)  In  the case of Elbe,  redeem  and  cancel  the Elbe  Shares
and  deliver to Elbe the Elbe Note,  duly  executed  by the  Company in favor of
Elbe; and

               (d)  In  the  case of  BH,  redeem  and  cancel the BH Shares and
deliver to BH the BH Note, duly executed by the Company in favor of BH.

     4.   MISCELLANEOUS PROVISIONS.

          4.1  Entire  Agreement.    This  Agreement  and  the  Exhibits  hereto
               -----------------
contain the entire  understanding  between the  parties to this  Agreement  with
respect  to the  transactions  contemplated  hereby  and may not be  amended  or
otherwise  changed except in writing signed by the parties hereto.  There are no
warranties,  agreements  or  understandings,   express  or  implied,  except  as
expressly set forth herein.


                                       4
<PAGE>
          4.2  Notices.    Any   demands  or  notices  hereunder  shall  be  in
               -------
writing and shall be delivered  in person or sent via fax or by  certified  mail
addressed to the parties at their last known address on file with the Company.

          4.3  Binding Effect.   This  Agreement shall be binding upon and shall
               --------------
inure to the benefit of the successors of each of the parties hereto.  The terms
of this Agreement shall survive the Closing.

          4.4  Enforcement.    The parties agree that should it become necessary
               -----------
for either party to bring an action or  cross-action  against any other party to
resolve any controversy arising hereunder or enforce any of the terms hereof, or
for the breach of this  Agreement,  the  prevailing  party  shall be entitled to
recover  from the other party its  reasonable  attorneys'  fees and  expenses in
addition to costs of any such action.

         4.5  Interpretation of Terms.   This Agreement shall be governed by and
              -----------------------
construed in accordance  with the laws of the State of Delaware,  without regard
to principles of conflicts of laws.  The headings of the several  paragraphs and
sections  hereunder are inserted for  convenience  of reference only and are not
intended  to be a part  of or  affect  the  meaning  or  interpretation  of this
Agreement.

         4.6  Counterparts.   This  Agreement  may  be executed in any number of
              ------------
counterparts,  each of  which  is  deemed  to be an  original,  but all of which
together constitute one Agreement. The signature of any party to any counterpart
is deemed to be a signature to, and may be appended to, any other counterpart.




















                                       5

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.



                                 -----------------------------------------
                                 HARRY G. YEAGGY



                                 -----------------------------------------
                                 LOUIS S. BECK



                                 ELBE FINANCIAL GROUP, LLC



                                 By:
                                    -----------------------------------------
                                 Name:
                                 Title:

                                 BECK HOSPITALITY INC. III



                                 By:
                                    -----------------------------------------
                                 Name:  Louis S. Beck
                                 Title:  President

                                 JANUS HOTELS AND RESORTS, INC.



                                 By:
                                    -----------------------------------------
                                 Name:  Michael M. Nanosky
                                 Title:  President








                                       6
<PAGE>


                                    Exhibit A

                                 PROMISSORY NOTE


$3,147,020                                                       January 1, 2001


         THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND RESORTS,
INC., a Delaware  corporation  with its principal  place of business  located at
2300 Corporate Blvd., N.W., Suite 232, Boca Raton,  Florida 33431-8596 ("Payor")
in favor of HARRY G. YEAGGY  ("Payee").  This Note is being made  simultaneously
and in conjunction with that certain Conversion  Agreement of even date herewith
among Payor, Payee and others.

         For value received,  Payor promises to pay Payee the principal of THREE
MILLION  ONE  HUNDRED   FORTY-SEVEN   THOUSAND   TWENTY   DOLLARS   ($3,147,020)
("Principal") with interest from the date hereof on the principal balance at the
rate of seven and  one-half  percent  (7 1/2%) per  annum  compounded  annually.
Interest  shall be  computed on the basis of the actual  number of days  elapsed
over a year of twelve thirty-day months and 360 days.

         The Principal  shall be payable in one (1)  installment  due in full on
December 31, 2011.  Effective  immediately,  all accrued and unpaid  interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States  Dollars.  All
Principal and interest  payments  hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the  indebtedness  evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof,  a "Prepayment").  Any prepayments
(including  Prepayments)  shall be applied  to the  outstanding  Principal.  Any
partial  prepayment shall not postpone the due date of any Principal  thereafter
due unless the parties shall otherwise agree in writing.

         Each of the following  events shall  constitute an Event of Default (an
"Event of Default") under this Note:

                  (a) Failure of Payor to pay any amount due and  payable  under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                  (b) Payor shall:  (i) apply for or consent to the  appointment
of a receiver,  trustee or liquidator on any material part of its property; (ii)
admit in writing its inability to pay debts as they mature; (iii) make a general
assignment  for the  benefit  of  creditors;  (iv) be  adjudicated  bankrupt  or
insolvent;  (v) file a  voluntary  petition  in  bankruptcy  or a petition or an
answer  seeking  an  arrangement   with  creditors  or  take  advantage  of  any
bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law, or
an answer  admitting the material  allegations of a petition filed against it in
any  proceeding  under any such law;  or (vi) take any action for the purpose of
effectuating any of the foregoing; and


                                       1
<PAGE>
                  (c) Any order,  judgment or decree  shall be entered,  without
Payor's   application,   approval  or  consent,   by  any  court  of   competent
jurisdiction,  approving a petition seeking reorganization of Payor or of all or
a substantial part of its assets, or appointing a receiver,  custodian, trustee,
intervenor or liquidator therefor, or such a petition seeking  reorganization or
liquidation  shall be filed  against  Payor and such  order,  judgment or decree
shall continue unstayed and in effect for a period of sixty (60) days.

         Upon the occurrence of an Event of Default hereunder,  at the option of
Payee:  (i) Payee may declare this Note  immediately due and payable in full, as
to Principal, interest and any other sums payable hereunder,  whereupon all such
sums shall be and become  immediately  due and  payable in full;  and (ii) Payee
shall be  entitled to exercise  forthwith  against  Payor any and all rights and
remedies  that may  otherwise be available to Payee  hereunder  and at law or in
equity.

         This Note, and any payments due hereon,  shall be subordinate to Senior
Debt, now or hereafter  existing,  of Payor (as  hereinafter  defined).  "Senior
Debt" shall mean and include the  Principal  of premium and  interest on all (a)
indebtedness  of Payor to its  creditors  other than  Payee  under this Note and
other than to any stockholder,  member, partner, manager,  director,  officer or
employee of Payor,  whether or not secured and whether  heretofore  or hereafter
incurred (i) for borrowed  money whether Payor is liable  directly or indirectly
by  guarantee,  letter of credit or otherwise  (exclusive  of  indebtedness  for
borrowed  money  secured by a mortgage on real  property  and which is otherwise
non-recourse  to the  assets  of the  Company)  or (ii) in  connection  with the
acquisition  or lease by Payor of  assets,  for the  payment  of which  Payor is
liable  directly or  indirectly by  guarantee,  letter of credit,  obligation to
purchase or acquire or otherwise and (b) renewal, extensions or deferrals of any
such  indebtedness.  In the event of the  distribution  of assets of Payor  upon
liquidation,  dissolution, or reorganization of Payor, then principal, interest,
or premium on Senior Debt shall be paid before any payment is made to Payee.  In
the event the Note is declared due and payable  before its stated  maturity,  no
payment shall be made to Payee until principal,  interest, and premium on Senior
Debt shall have been paid in full. By  acceptance of this Note,  Payee agrees to
enter into a subordination agreement on reasonable terms and conditions proposed
by a holder of Senior Debt.

         No remedy  conferred  upon or reserved or  available  to Payee shall be
exclusive of any other  remedy or remedies  available to him, but each and every
remedy shall be cumulative  and shall be in addition to every such remedy now or
hereafter  existing  at law or in equity.  No delay or  omission  on the part of
Payee to exercise any right or power arising upon the occurrence of any Event of
Default  shall impair any right or power of Payee or be construed to be a waiver
by Payee of such Event of Default.  Any right or power of Payee may be exercised
from time to time and as often as may be deemed expedient by it.

         Payor hereby:  (i) waives demand,  presentment  for payment,  notice of
intention to accelerate, notice of acceleration, protest, notice of protest, and
all other notices and diligence in collecting this Note; and (ii) agrees that it
will not be necessary  for Payee,  in order to enforce  payment of this Note, to
first institute suit or exhaust rights against Payor.


                                       2
<PAGE>
         Payor agrees to pay Payee's reasonable  expenses to obtain,  enforce or
liquidate payment or performance of any of Payor's  obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.

         No waiver  or  modification  of the  terms of this Note  shall be valid
unless in writing  signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with  the  laws of the  State of  Delaware,  without  regard  to  principles  of
conflicts of laws.

         This Note shall be binding upon the Payor and its respective successors
and assigns,  and shall be  enforceable  by Payee,  its  successors,  assigns or
subsequent holders of this Note.


         IN WITNESS  WHEREOF,  Payor has executed and delivered  this Note to be
effective as of the day and year first above-written.

                                             JANUS HOTELS AND RESORTS, INC.



                                             By: ______________________________
                                             Name: Michael M. Nanosky
                                             Title:  President
























                                       3
<PAGE>


                                    Exhibit B

                                 PROMISSORY NOTE


$828,000                                                         January 1, 2001


         THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND RESORTS,
INC., a Delaware  corporation  with its principal  place of business  located at
2300 Corporate Blvd., N.W., Suite 232, Boca Raton,  Florida 33431-8596 ("Payor")
in favor of LOUIS S. BECK ("Payee").  This Note is being made simultaneously and
in  conjunction  with that certain  Conversion  Agreement of even date  herewith
among Payor, Payee and others.

         For value received,  Payor promises to pay Payee the principal of EIGHT
HUNDRED  TWENTY-EIGHT  THOUSAND DOLLARS  ($828,000)  ("Principal") with interest
from the date hereof on the principal  balance at the rate of seven and one-half
percent (7 1/2%) per annum  compounded  annually.  Interest shall be computed on
the basis of the actual number of days elapsed over a year of twelve  thirty-day
months and 360 days.

         The Principal  shall be payable in one (1)  installment  due in full on
December 31, 2011.  Effective  immediately,  all accrued and unpaid  interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States  Dollars.  All
Principal and interest  payments  hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the  indebtedness  evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof,  a "Prepayment").  Any prepayments
(including  Prepayments)  shall be applied  to the  outstanding  Principal.  Any
partial  prepayment shall not postpone the due date of any Principal  thereafter
due unless the parties shall otherwise agree in writing.

         Each of the following  events shall  constitute an Event of Default (an
"Event of Default") under this Note:

                  (a) Failure of Payor to pay any amount due and  payable  under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                  (b) Payor shall:  (i) apply for or consent to the  appointment
of a receiver,  trustee or liquidator on any material part of its property; (ii)
admit in writing its inability to pay debts as they mature; (iii) make a general
assignment  for the  benefit  of  creditors;  (iv) be  adjudicated  bankrupt  or
insolvent;  (v) file a  voluntary  petition  in  bankruptcy  or a petition or an
answer  seeking  an  arrangement   with  creditors  or  take  advantage  of  any
bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law, or
an answer  admitting the material  allegations of a petition filed against it in
any  proceeding  under any such law;  or (vi) take any action for the purpose of
effectuating any of the foregoing; and


                                       1
<PAGE>

                  (c) Any order,  judgment or decree  shall be entered,  without
Payor's   application,   approval  or  consent,   by  any  court  of   competent
jurisdiction,  approving a petition seeking reorganization of Payor or of all or
a substantial part of its assets, or appointing a receiver,  custodian, trustee,
intervenor or liquidator therefor, or such a petition seeking  reorganization or
liquidation  shall be filed  against  Payor and such  order,  judgment or decree
shall continue unstayed and in effect for a period of sixty (60) days.

         Upon the occurrence of an Event of Default hereunder,  at the option of
Payee:  (i) Payee may declare this Note  immediately due and payable in full, as
to Principal, interest and any other sums payable hereunder,  whereupon all such
sums shall be and become  immediately  due and  payable in full;  and (ii) Payee
shall be  entitled to exercise  forthwith  against  Payor any and all rights and
remedies  that may  otherwise be available to Payee  hereunder  and at law or in
equity.

         This Note, and any payments due hereon,  shall be subordinate to Senior
Debt, now or hereafter  existing,  of Payor (as  hereinafter  defined).  "Senior
Debt" shall mean and include the  Principal  of premium and  interest on all (a)
indebtedness  of Payor to its  creditors  other than  Payee  under this Note and
other than to any stockholder,  member, partner, manager,  director,  officer or
employee of Payor,  whether or not secured and whether  heretofore  or hereafter
incurred (i) for borrowed  money whether Payor is liable  directly or indirectly
by  guarantee,  letter of credit or otherwise  (exclusive  of  indebtedness  for
borrowed  money  secured by a mortgage on real  property  and which is otherwise
non-recourse  to the  assets  of the  Company)  or (ii) in  connection  with the
acquisition  or lease by Payor of  assets,  for the  payment  of which  Payor is
liable  directly or  indirectly by  guarantee,  letter of credit,  obligation to
purchase or acquire or otherwise and (b) renewal, extensions or deferrals of any
such  indebtedness.  In the event of the  distribution  of assets of Payor  upon
liquidation,  dissolution, or reorganization of Payor, then principal, interest,
or premium on Senior Debt shall be paid before any payment is made to Payee.  In
the event the Note is declared due and payable  before its stated  maturity,  no
payment shall be made to Payee until principal,  interest, and premium on Senior
Debt shall have been paid in full. By  acceptance of this Note,  Payee agrees to
enter into a subordination agreement on reasonable terms and conditions proposed
by a holder of Senior Debt.

         No remedy  conferred  upon or reserved or  available  to Payee shall be
exclusive of any other  remedy or remedies  available to him, but each and every
remedy shall be cumulative  and shall be in addition to every such remedy now or
hereafter  existing  at law or in equity.  No delay or  omission  on the part of
Payee to exercise any right or power arising upon the occurrence of any Event of
Default  shall impair any right or power of Payee or be construed to be a waiver
by Payee of such Event of Default.  Any right or power of Payee may be exercised
from time to time and as often as may be deemed expedient by it.

         Payor hereby:  (i) waives demand,  presentment  for payment,  notice of
intention to accelerate, notice of acceleration, protest, notice of protest, and
all other notices and diligence in collecting this Note; and (ii) agrees that it
will not be necessary  for Payee,  in order to enforce  payment of this Note, to
first institute suit or exhaust rights against Payor.


                                       2
<PAGE>
         Payor agrees to pay Payee's reasonable  expenses to obtain,  enforce or
liquidate payment or performance of any of Payor's  obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.

         No waiver  or  modification  of the  terms of this Note  shall be valid
unless in writing  signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with  the  laws of the  State of  Delaware,  without  regard  to  principles  of
conflicts of laws.

         This Note shall be binding upon the Payor and its respective successors
and assigns,  and shall be  enforceable  by Payee,  its  successors,  assigns or
subsequent holders of this Note.


         IN WITNESS  WHEREOF,  Payor has executed and delivered  this Note to be
effective as of the day and year first above-written.

                                             JANUS HOTELS AND RESORTS, INC.



                                             By: ______________________________
                                             Name: Michael M. Nanosky
                                             Title:  President


























                                       3
<PAGE>


                                    Exhibit C

                                 PROMISSORY NOTE


$8,613,060                                                       January 1, 2001


         THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND RESORTS,
INC., a Delaware  corporation  with its principal  place of business  located at
2300 Corporate Blvd., N.W., Suite 232, Boca Raton,  Florida 33431-8596 ("Payor")
in favor  of ELBE  FINANCIAL  GROUP,  LLC  ("Payee").  This  Note is being  made
simultaneously and in conjunction with that certain Conversion Agreement of even
date herewith among Payor, Payee and others.

         For value received,  Payor promises to pay Payee the principal of EIGHT
MILLION SIX HUNDRED THIRTEEN THOUSAND SIXTY DOLLARS  ($8,613,060)  ("Principal")
with interest from the date hereof on the principal balance at the rate of seven
and one-half percent (7 1/2%) per annum compounded  annually.  Interest shall be
computed on the basis of the actual number of days elapsed over a year of twelve
thirty-day months and 360 days.

         The Principal  shall be payable in one (1)  installment  due in full on
December 31, 2011.  Effective  immediately,  all accrued and unpaid  interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States  Dollars.  All
Principal and interest  payments  hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the  indebtedness  evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof,  a "Prepayment").  Any prepayments
(including  Prepayments)  shall be applied  to the  outstanding  Principal.  Any
partial  prepayment shall not postpone the due date of any Principal  thereafter
due unless the parties shall otherwise agree in writing.

         Each of the following  events shall  constitute an Event of Default (an
"Event of Default") under this Note:

                  (a) Failure of Payor to pay any amount due and  payable  under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                  (b) Payor shall:  (i) apply for or consent to the  appointment
of a receiver,  trustee or liquidator on any material part of its property; (ii)
admit in writing its inability to pay debts as they mature; (iii) make a general
assignment  for the  benefit  of  creditors;  (iv) be  adjudicated  bankrupt  or
insolvent;  (v) file a  voluntary  petition  in  bankruptcy  or a petition or an
answer  seeking  an  arrangement   with  creditors  or  take  advantage  of  any
bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law, or
an answer  admitting the material  allegations of a petition filed against it in
any  proceeding  under any such law;  or (vi) take any action for the purpose of
effectuating any of the foregoing; and


                                       1
<PAGE>

                  (c) Any order,  judgment or decree  shall be entered,  without
Payor's   application,   approval  or  consent,   by  any  court  of   competent
jurisdiction,  approving a petition seeking reorganization of Payor or of all or
a substantial part of its assets, or appointing a receiver,  custodian, trustee,
intervenor or liquidator therefor, or such a petition seeking  reorganization or
liquidation  shall be filed  against  Payor and such  order,  judgment or decree
shall continue unstayed and in effect for a period of sixty (60) days.

         Upon the occurrence of an Event of Default hereunder,  at the option of
Payee:  (i) Payee may declare this Note  immediately due and payable in full, as
to Principal, interest and any other sums payable hereunder,  whereupon all such
sums shall be and become  immediately  due and  payable in full;  and (ii) Payee
shall be  entitled to exercise  forthwith  against  Payor any and all rights and
remedies  that may  otherwise be available to Payee  hereunder  and at law or in
equity.

         This Note, and any payments due hereon,  shall be subordinate to Senior
Debt, now or hereafter  existing,  of Payor (as  hereinafter  defined).  "Senior
Debt" shall mean and include the  Principal  of premium and  interest on all (a)
indebtedness  of Payor to its  creditors  other than  Payee  under this Note and
other than to any stockholder,  member, partner, manager,  director,  officer or
employee of Payor,  whether or not secured and whether  heretofore  or hereafter
incurred (i) for borrowed  money whether Payor is liable  directly or indirectly
by  guarantee,  letter of credit or otherwise  (exclusive  of  indebtedness  for
borrowed  money  secured by a mortgage on real  property  and which is otherwise
non-recourse  to the  assets  of the  Company)  or (ii) in  connection  with the
acquisition  or lease by Payor of  assets,  for the  payment  of which  Payor is
liable  directly or  indirectly by  guarantee,  letter of credit,  obligation to
purchase or acquire or otherwise and (b) renewal, extensions or deferrals of any
such  indebtedness.  In the event of the  distribution  of assets of Payor  upon
liquidation,  dissolution, or reorganization of Payor, then principal, interest,
or premium on Senior Debt shall be paid before any payment is made to Payee.  In
the event the Note is declared due and payable  before its stated  maturity,  no
payment shall be made to Payee until principal,  interest, and premium on Senior
Debt shall have been paid in full. By  acceptance of this Note,  Payee agrees to
enter into a subordination agreement on reasonable terms and conditions proposed
by a holder of Senior Debt.

         No remedy  conferred  upon or reserved or  available  to Payee shall be
exclusive of any other  remedy or remedies  available to him, but each and every
remedy shall be cumulative  and shall be in addition to every such remedy now or
hereafter  existing  at law or in equity.  No delay or  omission  on the part of
Payee to exercise any right or power arising upon the occurrence of any Event of
Default  shall impair any right or power of Payee or be construed to be a waiver
by Payee of such Event of Default.  Any right or power of Payee may be exercised
from time to time and as often as may be deemed expedient by it.

         Payor hereby:  (i) waives demand,  presentment  for payment,  notice of
intention to accelerate, notice of acceleration, protest, notice of protest, and
all other notices and diligence in collecting this Note; and (ii) agrees that it
will not be necessary  for Payee,  in order to enforce  payment of this Note, to
first institute suit or exhaust rights against Payor.


                                       2
<PAGE>
         Payor agrees to pay Payee's reasonable  expenses to obtain,  enforce or
liquidate payment or performance of any of Payor's  obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.

         No waiver  or  modification  of the  terms of this Note  shall be valid
unless in writing  signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with  the  laws of the  State of  Delaware,  without  regard  to  principles  of
conflicts of laws.

         This Note shall be binding upon the Payor and its respective successors
and assigns,  and shall be  enforceable  by Payee,  its  successors,  assigns or
subsequent holders of this Note.


         IN WITNESS  WHEREOF,  Payor has executed and delivered  this Note to be
effective as of the day and year first above-written.

                                             JANUS HOTELS AND RESORTS, INC.



                                             By: ______________________________
                                             Name: Michael M. Nanosky
                                             Title:  President




















                                       3
<PAGE>
                                  Exhibit D

                                 PROMISSORY NOTE


$1,100,000                                                       January 1, 2001


         THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND RESORTS,
INC., a Delaware  corporation  with its principal  place of business  located at
2300 Corporate Blvd., N.W., Suite 232, Boca Raton,  Florida 33431-8596 ("Payor")
in favor  of BECK  HOSPITALITY  INC.  III  ("Payee").  This  Note is being  made
simultaneously and in conjunction with that certain Conversion Agreement of even
date herewith among Payor, Payee and others.

         For value  received,  Payor  promises to pay Payee the principal of ONE
MILLION ONE HUNDRED THOUSAND DOLLARS  ($1,100,000)  ("Principal")  with interest
from the date hereof on the principal  balance at the rate of seven and one-half
percent (7 1/2%) per annum  compounded  annually.  Interest shall be computed on
the basis of the actual number of days elapsed over a year of twelve  thirty-day
months and 360 days.

         The Principal  shall be payable in one (1)  installment  due in full on
December 31, 2011.  Effective  immediately,  all accrued and unpaid  interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States  Dollars.  All
Principal and interest  payments  hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the  indebtedness  evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof,  a "Prepayment").  Any prepayments
(including  Prepayments)  shall be applied  to the  outstanding  Principal.  Any
partial  prepayment shall not postpone the due date of any Principal  thereafter
due unless the parties shall otherwise agree in writing.

         Each of the following  events shall  constitute an Event of Default (an
"Event of Default") under this Note:

                  (a) Failure of Payor to pay any amount due and  payable  under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                  (b) Payor shall:  (i) apply for or consent to the  appointment
of a receiver,  trustee or liquidator on any material part of its property; (ii)
admit in writing its inability to pay debts as they mature; (iii) make a general
assignment  for the  benefit  of  creditors;  (iv) be  adjudicated  bankrupt  or
insolvent;  (v) file a  voluntary  petition  in  bankruptcy  or a petition or an
answer  seeking  an  arrangement   with  creditors  or  take  advantage  of  any
bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law, or
an answer  admitting the material  allegations of a petition filed against it in
any  proceeding  under any such law;  or (vi) take any action for the purpose of
effectuating any of the foregoing; and


                                       1
<PAGE>

                  (c) Any order,  judgment or decree  shall be entered,  without
Payor's   application,   approval  or  consent,   by  any  court  of   competent
jurisdiction,  approving a petition seeking reorganization of Payor or of all or
a substantial part of its assets, or appointing a receiver,  custodian, trustee,
intervenor or liquidator therefor, or such a petition seeking  reorganization or
liquidation  shall be filed  against  Payor and such  order,  judgment or decree
shall continue unstayed and in effect for a period of sixty (60) days.

         Upon the occurrence of an Event of Default hereunder,  at the option of
Payee:  (i) Payee may declare this Note  immediately due and payable in full, as
to Principal, interest and any other sums payable hereunder,  whereupon all such
sums shall be and become  immediately  due and  payable in full;  and (ii) Payee
shall be  entitled to exercise  forthwith  against  Payor any and all rights and
remedies  that may  otherwise be available to Payee  hereunder  and at law or in
equity.

         This Note, and any payments due hereon,  shall be subordinate to Senior
Debt, now or hereafter  existing,  of Payor (as  hereinafter  defined).  "Senior
Debt" shall mean and include the  Principal  of premium and  interest on all (a)
indebtedness  of Payor to its  creditors  other than  Payee  under this Note and
other than to any stockholder,  member, partner, manager,  director,  officer or
employee of Payor,  whether or not secured and whether  heretofore  or hereafter
incurred (i) for borrowed  money whether Payor is liable  directly or indirectly
by  guarantee,  letter of credit or otherwise  (exclusive  of  indebtedness  for
borrowed  money  secured by a mortgage on real  property  and which is otherwise
non-recourse  to the  assets  of the  Company)  or (ii) in  connection  with the
acquisition  or lease by Payor of  assets,  for the  payment  of which  Payor is
liable  directly or  indirectly by  guarantee,  letter of credit,  obligation to
purchase or acquire or otherwise and (b) renewal, extensions or deferrals of any
such  indebtedness.  In the event of the  distribution  of assets of Payor  upon
liquidation,  dissolution, or reorganization of Payor, then principal, interest,
or premium on Senior Debt shall be paid before any payment is made to Payee.  In
the event the Note is declared due and payable  before its stated  maturity,  no
payment shall be made to Payee until principal,  interest, and premium on Senior
Debt shall have been paid in full. By  acceptance of this Note,  Payee agrees to
enter into a subordination agreement on reasonable terms and conditions proposed
by a holder of Senior Debt.

         No remedy  conferred  upon or reserved or  available  to Payee shall be
exclusive of any other  remedy or remedies  available to him, but each and every
remedy shall be cumulative  and shall be in addition to every such remedy now or
hereafter  existing  at law or in equity.  No delay or  omission  on the part of
Payee to exercise any right or power arising upon the occurrence of any Event of
Default  shall impair any right or power of Payee or be construed to be a waiver
by Payee of such Event of Default.  Any right or power of Payee may be exercised
from time to time and as often as may be deemed expedient by it.

         Payor hereby:  (i) waives demand,  presentment  for payment,  notice of
intention to accelerate, notice of acceleration, protest, notice of protest, and
all other notices and diligence in collecting this Note; and (ii) agrees that it
will not be necessary  for Payee,  in order to enforce  payment of this Note, to
first institute suit or exhaust rights against Payor.


                                       2
<PAGE>

         Payor agrees to pay Payee's reasonable  expenses to obtain,  enforce or
liquidate payment or performance of any of Payor's  obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.

         No waiver  or  modification  of the  terms of this Note  shall be valid
unless in writing  signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with  the  laws of the  State of  Delaware,  without  regard  to  principles  of
conflicts of laws.

         This Note shall be binding upon the Payor and its respective successors
and assigns,  and shall be  enforceable  by Payee,  its  successors,  assigns or
subsequent holders of this Note.


         IN WITNESS  WHEREOF,  Payor has executed and delivered  this Note to be
effective as of the day and year first above-written.

                                            JANUS HOTELS AND RESORTS, INC.



                                            By: ______________________________
                                            Name: Michael M. Nanosky
                                            Title:  President




















                                       3