<PAGE>

                                                                  Exhibit 10.36

                                                        Location: HOTELADDRESS1
                                                                  HOTELADDRESS2

                                                        ID Number: IDNUMBER

                                                        Date: __________________

                                LICENSE AGREEMENT

                                     between

                        HAWTHORN SUITES FRANCHISING, INC.

                                       and

                                 ENTITYNAMECAPS


<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
1.       THE LICENSE..............................................................................................1
                  A.       The Hotel..............................................................................1
                  B.       The Hotel System.......................................................................1

2.       GRANT OF LICENSE.........................................................................................1

3.       YOUR RESPONSIBILITIES....................................................................................2
                  A.       Operational and Other Requirements.....................................................2
                  B.       Performance of the Work................................................................3
                  C.       Upgrading of the Hotel.................................................................3
                  D.       Fees...................................................................................3
                  E.       No Right to Offset.....................................................................4

4.       OUR RESPONSIBILITIES.....................................................................................4
                  A.       Training...............................................................................4
                  B.       Services...............................................................................4
                  C.       Consultation on Operations, Facilities and Marketing...................................4
                  D.       (1) Hawthorn Reservations and Advertising Fund, Inc. ..................................4
                           (2) Use of Marketing/Reservation Contributions.........................................4
                  E.       Application of Manual..................................................................5
                  F.       Other Arrangements.....................................................................6
                  G.       Inspections/Compliance Assistance......................................................6

5.       PROPRIETARY RIGHTS.......................................................................................6
                  A.       Ownership of the Hotel System and Proprietary Marks....................................6
                  B.       Trademark Disputes.....................................................................6
                  C.       Protection of Name and Marks...........................................................6

6.       RECORDS AND AUDITS.......................................................................................7
                  A.       Monthly Reports........................................................................7
                  B.       Preparation and Maintenance of Records.................................................7
                  C.       Audit..................................................................................7
                  D.       Annual Financial Statements............................................................7

7.       INDEMNITY AND INSURANCE..................................................................................7
                  A.       Indemnity..............................................................................7
                  B.       Insurance..............................................................................8

8.       TRANSFER.................................................................................................9
                  A.       Transfer by Us.........................................................................9
                  B.       Transfer by You........................................................................9
                  C.       Transfers of the License or Equity Interest in You Upon Death.........................11
                  D.       Registration of a Proposed Transfer of Equity Interests...............................11
                  E.       Non-Waiver of Claims..................................................................11
                  F.       Our Right of First Refusal............................................................11
                  G.       No Right of First Refusal.............................................................12
</TABLE>


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<TABLE>
<S>                                                                                                            <C>
9.       CONDEMNATION AND CASUALTY...............................................................................12
                  A.       Condemnation..........................................................................12
                  B.       Casualty..............................................................................12
                  C.       Extensions of Term....................................................................12

10.      TERMINATION.............................................................................................12
                  A.       Expiration of Term....................................................................12
                  B.       Defaults..............................................................................12

                  C.       De-identification of Hotel Upon Termination

                            or Expiration of this Agreement......................................................15
                  D.       Payment of Liquidated Damages.........................................................15

11.      RENEWAL.................................................................................................16
                  A.       Requirements..........................................................................16
                  B.       Alternative Process...................................................................17

12.      RELATIONSHIP OF PARTIES.................................................................................17
                  A.       No Agency Relationship................................................................17
                  B.       Your Notices to Public Concerning Independent Status..................................17
                  C.       Use of the Hawthorn Name..............................................................17

13.      MISCELLANEOUS...........................................................................................17
                  A.       Severability and Interpretation.......................................................17
                  B.       Binding Effect........................................................................17
                  C.       Exclusive Benefit.....................................................................17
                  D.       Entire Agreement......................................................................18
                  E.       Our Withholding of Consent............................................................18
                  F.       Notices...............................................................................18
                  G.       Descriptive Headings..................................................................18
                  H.       Management of the Hotel...............................................................18
                  I.       Guest Room Rates......................................................................18
                  J.       Attorneys' Fees.......................................................................19
</TABLE>

GUARANTY
ATTACHMENT A
ATTACHMENT B
ATTACHMENT C
STATE-SPECIFIC AMENDMENTS


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<PAGE>

                                LICENSE AGREEMENT

         This license agreement ("Agreement" or "License Agreement"), dated
____________, 20___, is entered into by and between Hawthorn Suites Franchising,
Inc., a Georgia corporation having an address at 13 Corporate Square, Suite 250,
Atlanta, Georgia 30329 ("we," "our," "us," "HFI" or "Licensor"), and
ENTITYNAMECAPS, a ENTITY having an address at ENTITYADDRESS ("you," "your" or
"Licensee"). In consideration of the following mutual promises, the parties
agree as follows:

1.       THE LICENSE.

         We have the exclusive right to license a unique concept and system (the
"Hotel System") to establish and operate hotels under the names "Hawthorn
Suites" and "Hawthorn Suites LTD." and certain brand extensions thereof
(collectively, "Hotels" or "Hawthorn Hotels"). Before signing this Agreement,
you have read our Offering Circular for Prospective Franchisees ("UFOC") and
independently evaluated and investigated the risks of investing in the hotel
industry generally and purchasing a Hawthorn franchise specifically, including
such factors as current and potential market conditions, owning a franchise and
various competitive factors. Following your investigation, you wish to enter
into this Agreement to obtain a license to use the Hotel System to operate a
BRAND hotel located at HOTELADDRESS1, HOTELADDRESS2 (the "Hotel").

         A. THE HOTEL. The Hotel includes all structures, facilities,
appurtenances, furniture, fixtures, equipment, entry, exit and parking areas
located on the real property identified on Attachment A hereto or any other real
property we approve for Hotel expansion, signage or other facilities. You agree
not to make any material changes to the Hotel without our prior written consent,
which consent shall not be unreasonably withheld, including, but not limited to,
any change in the number of rooms or suites at or to be constructed as part of
the Hotel ("Guest Rooms").

         B. THE HOTEL SYSTEM. We have designed the Hotel System so that the
public associates the Hotels with high quality standards. The Hotel System
includes, without limitation: (i) the tradenames, trademarks, and service marks
"Hawthorn Suites", "Hawthorn Suites LTD.", "Hawthorn Inn & Suites", "Hawthorn
Hotel & Suites" and "Hawthorn Suites Golf Resort" and such other tradenames,
trademarks, and service marks we hereafter designate for use with the Hotel
System (collectively, the "Proprietary Marks"); (ii) prototypical architectural
plans, designs and layouts, including, without limitation, site, floor, roof,
plumbing, lobby, electrical and landscape plans; (iii) access to a centralized
reservation system ("CRS"); (iv) the national Hawthorn directory (the "National
Directory"); (v) management, personnel and operational training programs,
materials and procedures; (vi) standards and specifications for operations,
marketing, construction, equipment and furnishings described in our confidential
manuals, as amended by us from time to time (collectively, the "Manual"); and
(vii) marketing, advertising and promotional programs.

2.       GRANT OF LICENSE.

         We hereby grant to you a license (this "License") to use the Hotel
System to build or convert and operate the Hotel in accordance with the terms of
and commencing on the date of this Agreement and terminating as provided in
Paragraph 10 (the "License Term"). During the License Term, neither we nor any
of our affiliates or franchisees will develop or license any Hawthorn Hotels
within the area described in Attachment B (the "Territory"). This Agreement does
not limit our right, or the rights of our parent, subsidiaries or affiliates,
(i) to use or license others to use any part of the Hotel System outside the
Territory;


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(ii) to conduct other business activities under, or license others to use,
hospitality brands that are not part of the Proprietary Marks, whether outside
or within the Territory, even if the other brands or business activities compete
with the Hotel and/or the Hotel System; or (iii) to use or license others to use
the Hotel System within the Territory to replace any previously executed
Hawthorn Hotel license agreement. Continuation of your Territory depends on
being in compliance with your License Agreement. Your Territory will expire upon
the issuance of a notice of default and termination and your failure to cure the
default in the time permitted, or upon termination of the License Agreement.

3.       YOUR RESPONSIBILITIES.

         A. OPERATIONAL AND OTHER REQUIREMENTS. During the License Term, you
agree to: maintain the Hotel in first class condition and in a clean, safe and
orderly manner; provide efficient, courteous, and high-quality service to the
public while maintaining a high moral and ethical standard and atmosphere at the
Hotel;

                  (1)      operate the Hotel twenty-four (24) hours a day, every
                           day;

                  (2)      strictly comply in all respects with our requirements
                           concerning:

                           (a)      the Hotel System, the Manual and all other
                                    policies and procedures we communicate to
                                    you;

                           (b)      our quality standards and the types of
                                    services, products and amenities you may
                                    use, promote or offer at the Hotel;

                           (c)      your use of the Proprietary Marks and
                                    display, style and type of signage;

                           (d)      directory and reservation service listings
                                    of the Hotel; and

                           (e)      your participation in all of our marketing,
                                    reservation service, advertising, Internet,
                                    computer, training and operating programs,
                                    including a property management system that
                                    interfaces with the CRS or any other central
                                    reservation system we adopt;

                  (3)      agree to participate in, connect with and use the
                           CRS;

                  (4)      except as provided in Paragraph 4E, adopt all changes
                           we make to the Hotel System;

                  (5)      strictly comply with all governmental requirements,
                           including: (i) the payment of taxes; (ii) the filing
                           and maintenance of trade or fictitious name
                           registrations; and (iii) the filing and maintenance
                           of all licenses and permits to operate the Hotel;

                  (6)      permit our representatives to inspect the Hotel at
                           any time and provide them free lodging during the
                           inspection period;


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                  (7)      not use the Hotel or the Hotel System to promote a
                           competing business or other lodging facility;

                  (8)      use your best efforts to create a favorable response
                           to the names "Hawthorn Suites", "Hawthorn Suites
                           LTD.", "Hawthorn Inn & Suites", "Hawthorn Hotel &
                           Suites" and "Hawthorn Suites Golf Resorts" and the
                           names of any brand extensions we develop;

                  (9)      promptly pay to us and/or our parent, subsidiaries
                           and affiliates when due all royalties and fees owed
                           under this Agreement;

                  (10)     use your best efforts to treat the Manual and any
                           other information or materials we designate as
                           confidential ("Confidential Materials") and not
                           duplicate, circulate or distribute any Confidential
                           Materials to any unauthorized person;

                  (11)     use best efforts to require each employee who will
                           have access to any Confidential Materials to keep the
                           Confidential Materials confidential; and

                  (12)     conduct your advertising in a dignified manner. At
                           our request, you agree to submit to us all
                           advertising and promotional materials and immediately
                           discontinue your use of any materials we reasonably
                           reject.

         B. PERFORMANCE OF THE WORK. As a primary inducement for us to enter
into this Agreement, you agree to perform the work listed on Attachment C (the
"Work") in strict accordance with our specifications.

         C. UPGRADING OF THE HOTEL. If at any time the Hotel falls below the
quality standards set forth in the Manual, we may require you to upgrade or
renovate the Hotel to reach acceptable standards. Your failure to upgrade or
renovate the Hotel promptly after we notify you to do so may result in our
issuing a quality default notice which could lead to our terminating this
Agreement.

         D. FEES.

                  (1)      For each month (or part of a month) during the
                           License Term, beginning with the date the Hotel opens
                           for business (the "Opening Date"), you shall pay to
                           us by the tenth (10th) day of the following month:

                           (a)      a "Royalty Fee" equal to five percent (5%)
                                    of Gross Room Revenues (as defined in
                                    Paragraph 3D(2)) of the Hotel;

                           (b)      a "Marketing/Reservation Contribution"
                                    ("Contribution") equal to two and one-half
                                    percent (2.5%) of Gross Room Revenues of the
                                    Hotel from the Opening Date until the
                                    expiration or sooner termination of this
                                    Agreement. We may, at any time, increase
                                    your Contribution only if: (i) we
                                    simultaneously impose a similar increase on
                                    all other Hawthorn Hotel licensees whose
                                    license agreements contain fee provisions
                                    similar to this Paragraph 3D; and (ii) at
                                    least sixty-six percent (66%) of the open
                                    Hawthorn Hotels (one vote per open Hotel)
                                    agree to such an increase; and


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<PAGE>




                           (c)      any sales, gross receipts, personal
                                    property, or similar tax imposed on us and
                                    calculated solely on any payment required
                                    under this Agreement, unless the tax is an
                                    optional alternative to an income tax
                                    otherwise payable by us.

                  (2)      "Gross Room Revenues" shall mean gross receipts
                           attributable to or payable for the rental of Guest
                           Rooms, including, without limitation, the net
                           proceeds of use and occupancy and business
                           interruption, rent loss, or similar insurance held by
                           you with respect to the Hotel. However, insurance
                           proceeds are included in Gross Room Revenues only if
                           you actually receive them. Gross Room Revenues do not
                           include gratuities to employees or service charges
                           levied in lieu of such gratuities which are payable
                           to employees, or any taxes or fees collected by you
                           for transmittal to any taxing authorities.

                  (3)      If we require, you agree to make your monthly
                           payments to a designated bank account by telegraphic
                           transfer, automatic debit arrangement, or other means
                           we specify. We will pay for the cost of connection to
                           such telegraphic or automatic debit service. If an
                           automatic debit or similar arrangement is utilized
                           and funds are insufficient to cover your payment
                           obligation, any amounts unpaid on or before the due
                           date shall be deemed overdue. If any payment is
                           overdue, in addition to the overdue amount, you shall
                           pay us interest on the overdue amount from the due
                           date until paid in full at the lesser rate of one and
                           one-half percent (1.5%) per month or the maximum rate
                           permitted by law. Our ability to charge interest on
                           all overdue amounts shall be in addition to any other
                           remedies we may have as a result of your failure to
                           make payments when due.

                  (4)      You agree to pay us a $2,500.00 fee each time you
                           apply to us to add any Guest Rooms to the Hotel.

                  (5)      Subject to our requirements and at your own expense,
                           you may conduct local and regional marketing and
                           advertising programs. You shall pay us reasonable
                           fees for optional advertising materials you order
                           from us for these programs.

                  (6)      You shall pay all fees for global distribution
                           systems connected to our CRS and pay applicable
                           commissions to travel agents. You agree to pay: (i)
                           all commissions and fees for reservations you accept
                           through any sources (including the Internet), whether
                           processed through us, our CRS, third party
                           reservation systems, or billed directly to you; and
                           (ii) telephone charges and equipment related to the
                           CRS.

         E. NO RIGHT TO OFFSET. You acknowledge and agree that you will not, for
any reason, withhold payment of any Royalty Fees, Contributions or any other
fees or payments due us pursuant to this Agreement. You will not have the right
to withhold or offset any liquidated or unliquidated amounts, damages or other
monies allegedly due you by us against any Royalty Fees, Contributions or any
other fees due us under this Agreement.


                                        4


<PAGE>




4.       OUR RESPONSIBILITIES.

         A. TRAINING. We provide initial training prior to the Opening Date.
During the License Term, we will provide both required and optional training
programs. We are responsible for the cost of instruction and you are responsible
for all travel, lodging and other training expenses, including reasonable
charges for training materials. If any training is held at your Hotel, you agree
to provide our representatives with free lodging.

         B. SERVICES. Provided you are in full compliance with your obligations
under this Agreement, you shall have access to the CRS, listings in advertising
publications and the National Directory.

         C. CONSULTATION ON OPERATIONS, FACILITIES AND MARKETING. On an ongoing
basis, you may consult with us and we shall advise you in connection with Hotel
operations, facilities and marketing, including suppliers for fixtures,
furnishings, signs and other equipment.

         D.       (1)      HAWTHORN RESERVATIONS AND ADVERTISING FUND, INC. By
                           executing this Agreement, you agree to become a
                           member of Hawthorn Reservations and Advertising Fund,
                           Inc. (the "Fund"), a Georgia not-for-profit
                           corporation which holds the Contributions. Pursuant
                           to the terms of a management agreement, we manage the
                           Fund. For administrative convenience, we collect the
                           Contributions before passing them on to the Fund.
                           Copies of the Fund's Bylaws and management agreement
                           are available upon request.

                  (2)      USE OF MARKETING/RESERVATION CONTRIBUTIONS. The Fund
                           will use the Contributions to pay for: (i)
                           advertising, promotion, publicity, market research
                           and other marketing programs; (ii) maintaining and
                           producing the National Directory, our Internet site,
                           and the CRS; and (iii) our overhead relating directly
                           to national and local marketing and reservations. Our
                           overhead is limited to costs associated with the
                           financial management of the Contributions and the
                           salaries and benefits of certain individuals who work
                           for our reservation or marketing departments. We will
                           neither profit financially from nor use the
                           Contributions to pay for marketing directly related
                           to our sale of franchises. The Fund is not obligated
                           to spend funds for marketing or reservation services
                           exceeding the Contributions received from licensees
                           using the Hotel System. If the Fund has a surplus of
                           Contributions at the end of any taxable year, all
                           expenditures in the following taxable year(s) shall
                           be made first out of earnings accumulated from
                           previous years' surplus Contributions, next out of
                           current year earnings from surplus Contributions, and
                           finally from current year Contributions. Upon your
                           written request, we will provide you with an annual
                           statement regarding Contributions.

         E. APPLICATION OF MANUAL. All Hawthorn Hotels must comply with the
terms of the Manual, although we may permit limited exceptions based on local
conditions or special circumstances. Each change in the Manual will be explained
to you at least thirty (30) days prior to its effective date. Any change to the
Manual which, in our reasonable discretion, would cause a substantial investment
by you will not be effective unless approved by sixty-six percent (66%) of the
open Hawthorn Hotels. Each open hotel shall have one vote and approval of
sixty-six percent (66%) of the open hotels will be required to implement the


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<PAGE>



change. Notwithstanding the foregoing, changes to the Manual which relate to
guest security and/or life/safety issues are not subject to the approval of you
or other licensees even if substantial investments are required.

         F. OTHER ARRANGEMENTS. We may arrange for development, marketing,
operations, administration, technical and support functions, facilities,
services and/or personnel with any other entity and may use any facilities,
programs, services and/or personnel used in connection with the Hotel System in
connection with our other business activities, even if our other business
activities compete with the Hotel or the Hotel System.

         G. INSPECTIONS/COMPLIANCE ASSISTANCE. We have the right to inspect your
Hotel at any time, with or without notice to you, to determine if the Hotel is
in compliance with the Hotel System and the standards set forth in the Manual.
If the Hotel fails to comply with either, we may, at our option and at your
cost, require you to correct the deficiencies within the reasonable time we
establish.

5.       PROPRIETARY RIGHTS.

         A. OWNERSHIP OF THE HOTEL SYSTEM AND PROPRIETARY MARKS. You acknowledge
and shall not contest, either directly or indirectly, either during the License
Term or thereafter: (i) our exclusive right to both use and grant licenses to
use the Hotel System and any element(s) or component(s) thereof; (ii) that we
are the owner or exclusive licensee of all right, title and interest in and to
the Proprietary Marks together with the goodwill they symbolize; or (iii) the
validity or ownership of the Proprietary Marks. All improvements and additions
to or associated with the Hotel System made by you or anyone else and all
goodwill arising from your use of the Proprietary Marks shall inure to our
benefit and become our property. Upon expiration or termination of this
Agreement, no monetary amount shall be attributed to any goodwill associated
with your use of the Hotel System or portion thereof.

         B. TRADEMARK DISPUTES. We have the sole right to handle third party
disputes concerning the use of all or any part of the Hotel System, and you
shall, at your reasonable expense, extend your full cooperation to us in all
matters relating to the operation of the Hotel. All recoveries made as a result
of disputes with third parties regarding use of the Hotel System or any part
thereof belong solely to us. We are not required to initiate lawsuits against
alleged imitators or infringers and may settle any dispute in our discretion.
You shall not initiate any lawsuit or proceeding against alleged imitators or
infringers or any other lawsuit or proceeding to enforce or protect the Hotel
System without our prior written consent.

         C. PROTECTION OF NAME AND MARKS. Consistent with their ownership rights
and rights to use the Proprietary Marks, both parties to this Agreement shall
use their reasonable best efforts to protect and maintain the Proprietary Marks
and their distinguishing characteristics. You agree: (i) to execute any
documents we request to obtain or maintain protection for the Proprietary Marks;
(ii) to use the Proprietary Marks only in connection with the operation of your
Hotel and only as we instruct; and (iii) that your unauthorized use of the
Proprietary Marks shall constitute both an infringement of our rights and a
material breach of your obligations under this Agreement. You must notify us
immediately, in writing, if you have any actual or constructive knowledge of any
infringement or challenge to your use of the Proprietary Marks or any
unauthorized use or possible misuse of either the Proprietary Marks, the names
"Hawthorn Suites", "Hawthorn Suites LTD.", "Hawthorn Inn & Suites", "Hawthorn
Hotel & Suites" and "Hawthorn Suites Golf Resort" or any Confidential Materials.


                                        6


<PAGE>



6.       RECORDS AND AUDITS.

         A. MONTHLY REPORTS. By the third (3rd) day of each month, you agree to
prepare and submit to us a statement for the previous month, certified by your
chief financial or principal accounting officer, listing Gross Room Revenues,
other revenues generated at the Hotel, room occupancy rates, reservation data,
the amounts currently due under Paragraph 3D and other information we deem
useful in connection with the Hotel System (the "Data"). The statement shall be
in such form and detail as we may reasonably request, shall be our property and
may be used by us for all reasonable purposes. We will not knowingly provide
Data on your Hotel as an inducement to develop other hotel brands in your market
area, although you understand that some of the Data may be compiled into
information we provide to prospective licensees in an aggregate manner.

         B. PREPARATION AND MAINTENANCE OF RECORDS. You agree to: (i) prepare on
a current basis in a form satisfactory to us, (and preserve for at least four
(4) years), complete and accurate records concerning Gross Room Revenues and all
financial, operating, marketing and other aspects of the Hotel; and (ii)
maintain an accounting system which fully and accurately reflects all financial
aspects of the Hotel, including, but not limited to, books of account, tax
returns, governmental reports, register tapes, daily reports, profit and loss
and cash flow statements, balance sheets and complete quarterly and annual
financial statements. We reserve the right to require you to grant us
independent access to your computer system to permit us to obtain sales
information, occupancy information and other data that we find useful for the
Hotel System.

         C. AUDIT. We or our agents may, at any time, examine and copy all
books, records, and tax returns related to your Hotel and, at our option,
require an independent audit. If an inspection or audit reveals that you have
understated payments in any report to us, you shall immediately pay us the
amount understated, in addition to interest from the date such amount was due
until paid, at the lesser of one and one-half percent (1.5%) per month or the
maximum rate permitted by law. In this event, we may also require that all of
your future annual financial statements be audited at your expense by an
independent certified public accounting firm you select and we approve. If an
inspection or audit discloses an underpayment to us of five percent (5%) or more
of the total amount owed during any six (6) month period, you shall, in addition
to paying the understated amount with interest, reimburse us for our costs and
expenses in connection with the inspection or audit, including legal and
accounting fees. These remedies supplement any others we may have under this
Agreement.

         D. ANNUAL FINANCIAL STATEMENTS. Upon our request, not later than ninety
(90) days after the end of your fiscal year, you must provide us with complete
financial statements for such year certified by your chief financial or
principal accounting officer to be true and correct and prepared in accordance
with generally accepted accounting principles consistently applied. Any false
certification shall be a material breach of this Agreement. Upon our request
from time to time you also agree to provide us with operating statistics for the
Hotel.

7.       INDEMNITY AND INSURANCE.

         A. INDEMNITY. You agree that nothing in this Agreement authorizes
either party to make any contract, agreement, warranty or representation on the
other's behalf, or to incur any debt or other obligation in the other's name,
and that neither party shall assume liability for, or be deemed liable as a
result of any


                                        7


<PAGE>



such action, or by reason of any act or omission of the other party or any claim
or judgment arising therefrom.

                  (1)      You agree to indemnify, defend and hold harmless us,
                           our parent, affiliates, subsidiaries and our
                           respective officers, directors, agents, employees,
                           successors and assigns (the "Indemnified Parties")
                           against, and to reimburse the Indemnified Parties
                           for, any and all claims or actions arising or
                           alleging to arise directly or indirectly from, as a
                           result of, or in connection with, your operation of
                           the Hotel, including, but not limited to, claims
                           alleging either intentional or negligent conduct,
                           acts or omissions by you or us relating to the
                           operation of the Hotel or the Hotel System, as well
                           as the costs, including attorneys' fees, of defending
                           against said claims or actions. We reserve the right
                           to defend any such claim or action against us. You
                           agree that this indemnity will survive the expiration
                           or termination of this Agreement. You have no
                           obligation to indemnify us if a court of competent
                           jurisdiction makes a final decision not subject to
                           further appeal that we or our employees directly
                           engaged in willful misconduct or intentionally caused
                           the property damage or bodily injury that is the
                           subject of the claim. You shall notify us immediately
                           (but not later than five (5) days following your
                           receipt of notice) of any claim, action or potential
                           claim or action naming any Indemnified Party as a
                           defendant or potential defendant (the
                           "Indemnification Notice"). The Indemnification Notice
                           shall include copies of all correspondence or court
                           papers relating to the claim or action.

                  (2)      We shall indemnify you and hold harmless your parent,
                           affiliates, subsidiaries and respective officers,
                           directors, agents, and employees against all claims
                           against you arising as a result of, or in connection
                           with, a material breach by us which is adjudicated by
                           a court of competent jurisdiction to be the sole
                           cause of the claim, as well as the cost of defending
                           the claim, provided, however, this indemnification
                           shall be inapplicable if we have exercised our rights
                           in accordance with this Agreement.

                  (3)      If you fail to comply with this Paragraph 7A, we may
                           retain attorneys and defend any claim, action or
                           alleged claim or action at your sole expense. You
                           agree that our obligations under this Agreement are
                           exclusively to you, and no other party may rely on,
                           enforce, or obtain relief for breach of such
                           obligations.

         B. INSURANCE. During the License Term, you shall comply with the
insurance requirements of any applicable law, lease or mortgage covering the
Hotel and our specifications regarding amounts and types of insurance. Prior to
the Opening Date, and thereafter on an annual basis and/or each time you change
the terms of your insurance policy or carrier, you shall provide us with
certificates of insurance which: (i) evidence your liability insurance and its
amounts and the amount of your deductible; (ii) name Hawthorn Suites
Franchising, Inc. and U.S. Franchise Systems, Inc. as additional insureds; (iii)
state that your policy may not be canceled, amended or permitted to lapse or
expire without thirty (30) days prior written notice to us. At a minimum, such
certificates must be provided to us prior to construction or renovation of the
Hotel and prior to the authorized Opening Date of the Hotel. All insurance
policies shall be written on a fully insured basis. Deductibles and self
insurance retentions are subject to our prior approval. At the


                                        8


<PAGE>



minimum, you agree to maintain or cause to be maintained (as applicable) the
following insurance underwritten by an insurer we approve:

                  (1)      employer's liability and workers' compensation
                           insurance as prescribed by applicable law;

                  (2)      comprehensive general and automobile liability
                           insurance (with products, completed operations and
                           independent contractors coverage), all on an
                           occurrence basis, with single-limit coverage for
                           personal and bodily injury and property damage of at
                           least [$10,000,000.00 for Hawthorn Suites, Hawthorn
                           Hotel & Suites and Hawthorn Suites Golf Resort;
                           $7,500,000.00 for Hawthorn Suites LTD. and Hawthorn
                           Inn & Suites] per occurrence which can be met by a
                           combination of primary liability and umbrella
                           liability policies. You also agree to cause your
                           general contractor to maintain comprehensive general
                           liability insurance of at least [$10,000,000.00 for
                           Hawthorn Suites, Hawthorn Hotel & Suites and Hawthorn
                           Suites Golf Resort; $7,500,000.00 for Hawthorn Suites
                           LTD. and Hawthorn Inn & Suites] per occurrence naming
                           Hawthorn Suites Franchising, Inc. and U.S. Franchise
                           Systems, Inc. as additional insureds; and

                  (3)      Dram Shop/Liquor liability insurance, in the same
                           amounts provided above and naming the same additional
                           insureds, if you serve alcohol of any kind at the
                           Hotel. If you begin serving alcohol at any time
                           during the License Term, you agree to notify us
                           immediately and provide us with a revised certificate
                           of insurance evidencing Dram Shop/Liquor liability
                           insurance coverage.

8.       TRANSFER.

         A. TRANSFER BY US. We have the right to transfer or assign our rights
or obligations under this Agreement to any person or entity and our interests
will bind and inure to the benefit of any transferee, successor or assignee.

         B. TRANSFER BY YOU. You agree that the rights and duties created by
this Agreement are personal to you and that we have granted this License in
reliance on the business skill, financial capacity and character of you and your
partners, shareholders or members. You may mortgage the Hotel to any financial
institution without our consent if you remain the mortgagor of the Hotel. Except
as provided in Paragraph 8B(1), neither you, any successor to your interest, or
any individual, partnership, corporation, or other legal entity which directly
or indirectly owns any interest in this License or in you shall sell, assign,
transfer, convey or otherwise encumber any direct or indirect interest in this
License, the Hotel or the assets of the Hotel without our consent.

                  (1)      A transfer of less than a fifty percent (50%) equity
                           interest in you which does not transfer Control (as
                           defined below), does not require our consent if you
                           notify us in writing within thirty (30) days of the
                           transfer.

                  (2)      A transfer which alone or combined with previous or
                           simultaneous transfers changes Control of the
                           License, you, the Hotel, or greater than fifty
                           percent (50%) of the Hotel's assets requires our
                           prior written consent.


                                        9


<PAGE>



                           We may require any or all of the following as
                           conditions of our consent to a transfer:

                           (a)      your compliance with all terms of this
                                    Agreement;

                           (b)      the transferee entity or individual, and all
                                    shareholders, partners or members of the
                                    transferee (collectively, the "Transferee"),
                                    shall meet our then-current qualifications
                                    for new licensees;

                           (c)      the Transferee shall execute our
                                    then-standard form of license agreement and
                                    other applicable agreements for new Hotel
                                    System licensees (which will include
                                    then-current fees and Contributions),
                                    provided, however, Transferee's fees
                                    (including but not limited to 3D(1)(a) and
                                    3D(1)(b)) shall not be less than the fees
                                    you are currently obligated to pay under
                                    this Agreement;

                           (d)      any new general manager retained by the
                                    Transferee shall complete our initial
                                    training program;

                           (e)      the Hotel shall be upgraded within the time
                                    period we set to conform to the then-current
                                    standards and specifications for hotels
                                    operating under the Hotel System;

                           (f)      you or the Transferee must pay us a
                                    $5,000.00 transfer fee unless the transfer
                                    is to the spouse, issue, parent, or sibling
                                    of your partner(s) or shareholder(s), or
                                    from one partner or shareholder to another.
                                    If the Transferee requests approval of a
                                    term exceeding the remainder of the License
                                    Term, the Transferee must pay our
                                    then-current application fee, prorated for
                                    the time period exceeding the License Term;

                           (g)      you execute a general release, in a form
                                    satisfactory to us, of any and all claims by
                                    you against us and our officers, directors,
                                    shareholders, and employees;

                           (h)      the Transferee executes a written
                                    assignment, in a form satisfactory to us,
                                    assuming and agreeing to discharge all of
                                    your obligations under this Agreement; and

                           (i)      you execute all documents we request
                                    evidencing your agreement to remain liable
                                    for all obligations to us and our parent,
                                    subsidiaries and affiliates prior to the
                                    transfer.

                  (3)      "Control" or "Controlling" shall mean the direct or
                           indirect possession of the power to direct or cause
                           the direction of the management and policies of any
                           person or legal entity.


                                       10


<PAGE>



                  (4)      Except as otherwise provided herein, any purported
                           assignment or transfer without our prior written
                           consent is null and void, constitutes a material
                           breach of this Agreement, enables us to terminate
                           this Agreement without providing you an opportunity
                           to cure and allows us to seek both injunctive relief
                           and monetary damages.

                  (5)      If you are an individual, you may transfer this
                           License without paying a transfer or application fee
                           if: (i) you retain at least twenty-five percent (25%)
                           ownership; (ii) we receive your request and
                           supporting documentation before the Opening Date; and
                           (iii) the Transferee meets our then-current standards
                           for new licensees.

         C. TRANSFERS OF THE LICENSE OR EQUITY INTEREST IN YOU UPON DEATH. Upon
the death or mental incompetency of you or a person Controlling you, the
executor, administrator, or personal representative ("Representative") of such
person shall transfer within three (3) months his interest to a third party
subject to our approval and the conditions set forth in Paragraph 8B. In the
case of transfer by devise or inheritance, if the heirs or beneficiaries can not
meet the conditions of Paragraph 8B, the Representative shall have six (6)
months from the death or mental incompetency to dispose of the interest, subject
to the transfer provisions of this Agreement, after which time we may terminate
this Agreement.

         D. REGISTRATION OF A PROPOSED TRANSFER OF EQUITY INTERESTS. Securities
in you or your affiliates may be offered to the public only with our prior
written consent. All materials required by federal or state law for the sale of
any interest in you or your affiliates shall be submitted to us for review prior
to distribution or filing with any government agency, including any materials to
be used in any offering exempt from registration under federal or state
securities laws. No offering by you or your affiliates shall imply or state (by
use of the Proprietary Marks or otherwise) that we are participating as an
underwriter, issuer or your representative. You agree to pay us a non-refundable
fee equal to the greater of $5,000.00 or our costs and expenses of reviewing
each proposed offering including, without limitation, attorneys' fees. You
acknowledge that we may require changes to your offering materials and a full
indemnification from all participants in the offering before issuing our
consent.

         E. NON-WAIVER OF CLAIMS. Our consent to a transfer is not a waiver of:
(i) any claims we may have against you; or (ii) our right to demand strict
compliance by the Transferee with the terms of this Agreement.

         F. OUR RIGHT OF FIRST REFUSAL. If any party holding any direct or
indirect interest in you or in all or substantially all of the Hotel's assets
desires to accept a bona fide offer from a third party to purchase the interest,
you agree to notify us and provide whatever documentation relating to the offer
we require. If the third party purchaser wishes to remove the Hotel from the
Hotel System, we have the right and option, exercisable within thirty (30) days
after we receive written notification, to inform you that we intend to purchase
the seller's interest on the same terms and conditions offered by the third
party. If we elect to purchase the seller's interest, closing will occur within
ninety (90) days from the date of our notice to the seller. If we elect not to
purchase the seller's interest, any material change thereafter to the terms of
the offer shall constitute a new offer subject to our same rights of first
refusal as in the case of the third party purchaser's initial offer. Our failure
to exercise this option is not a waiver by us of any other provision of this
Agreement. If the consideration, terms, and/or conditions offered by the third
party purchaser are such that we may not reasonably be required to furnish the
same consideration, terms, and/or conditions, then we may purchase the interest
for the reasonable cash equivalent. If the parties cannot agree within
thirty (30)


                                       11


<PAGE>



days on the reasonable cash equivalent of the consideration, terms, and/or
conditions offered by the third party purchaser, an independent appraiser whose
determination shall be binding will be designated by us at our expense to
determine the reasonable equivalent cash consideration.

         G. NO RIGHT OF FIRST REFUSAL. If a third party meeting our then-current
qualifications offers to purchase the Hotel and wishes to keep the Hotel in the
Hotel System, we shall have no right of first refusal.

9.       CONDEMNATION AND CASUALTY.

         A. CONDEMNATION. You shall immediately notify us of any proposed taking
of the Hotel by eminent domain. If a taking occurs, we shall use reasonable
efforts (but shall not be obligated) to transfer this Agreement to a location
selected by you and approved by us within four (4) months of the taking. If we
approve the new location and you subsequently open a new hotel at the new
location within two (2) years of the taking, the new hotel shall be deemed to be
the Hotel licensed hereunder. If a taking occurs and the new hotel does not
become the Hotel licensed hereunder (or if it is evident to us that such shall
be the case), this Agreement will terminate, but you will not pay us any
liquidated damages.

         B. CASUALTY. If the Hotel is damaged by fire or casualty, you shall
repair the damage in accordance with our standards. If the damage or repair
requires closing all or any portion of the Hotel, you shall: (i) notify us
immediately; (ii) commence reconstruction within four (4) months of closing; and
(iii) reopen for continuous business operations as soon as practicable (but in
any event within twenty-four (24) months after closing of the Hotel and not
without providing us at least ten (10) days advance notice of the proposed
reopening date). If the Hotel is not reopened in accordance with this Paragraph
9B, this Agreement will terminate and you shall pay us liquidated damages (see
Paragraph 10D), provided, however, that your payment of liquidated damages shall
not exceed the amount of any insurance proceeds you receive.

         C. EXTENSIONS OF TERM. The License Term will be extended for the period
the Hotel is not operating as a result of fire or other casualty. You are not
required to make any payments pursuant to Paragraph 3D while the Hotel is closed
by reason of condemnation or casualty unless you receive insurance proceeds.

10.      TERMINATION.

         A. EXPIRATION OF TERM. This Agreement will expire without notice twenty
(20) years from the authorized Opening Date, subject to its earlier termination
as set forth herein. You acknowledge the difficulty of determining our damages
if this Agreement terminates prior to its expiration. You also acknowledge that
the liquidated damages set forth in Paragraph 10D represent the best estimate of
our damages arising from any termination of this Agreement prior to its
expiration. Subject to Paragraph 11A, upon the expiration of the License Term,
you shall comply with our de-identification procedures as set forth in Paragraph
10C of this Agreement and/or in the Manual.

         B.       DEFAULTS.

                  (1)      DEFAULT WITH OPPORTUNITY TO CURE.

                           (a)      If you fail to comply with or violate any
                                    provision of this Agreement, the Manual or
                                    any Hotel System standard, unless this
                                    Agreement, applicable


                                       12


<PAGE>



                                    law or any default notice we send to you
                                    provides otherwise, you shall have thirty
                                    (30) days from your receipt of a written
                                    default notice to remedy such default (the
                                    "Cure Period"). If any default remains
                                    uncured after the Cure Period expires, this
                                    Agreement shall terminate automatically
                                    without further notice to you, effective
                                    immediately upon the expiration of the Cure
                                    Period. Alternatively, instead of
                                    considering this Agreement automatically
                                    terminated upon the expiration of the Cure
                                    Period, we may suspend your access to the
                                    CRS or remove your Hotel from our
                                    advertising publications or the National
                                    Directory until your default is cured to our
                                    satisfaction.

                           (b)      If we issue you two (2) written default
                                    notices within any twelve (12) month period,
                                    the Cure Period in the second written
                                    default notice shall be ten (10) days,
                                    unless applicable law provides otherwise.

                           (c)      In any judicial or other proceeding in which
                                    the validity of our termination of this
                                    Agreement is contested, we may cite and rely
                                    upon all of your defaults or violations of
                                    this Agreement, not solely the defaults or
                                    violations referenced in any written default
                                    notice sent to you.

                           (d)      Any notice of termination or suspension of
                                    services we issue to you shall not relieve
                                    you of your obligations that survive
                                    termination of this Agreement, including,
                                    but not limited to, its de-identification,
                                    indemnification and liquidated damages
                                    provisions.

                           (e)      If you fail to provide us with a copy of the
                                    recorded deed, an executed lease for at
                                    least the License Term or other evidence
                                    satisfactory to us of your Control of the
                                    Hotel on or before commencement of
                                    construction or renovation, we may issue you
                                    a default notice which may lead to us
                                    terminating this Agreement.

                  (2)      DEFAULT WITHOUT OPPORTUNITY TO CURE (IMMEDIATE
                           TERMINATION BY US). This Agreement shall terminate
                           immediately without notice to you if:

                           (a)      you, or any guarantor of your obligations (a
                                    "Guarantor"), shall: (i) not pay its debts
                                    as they become due; (ii) admit its inability
                                    to pay its debts; or (iii) make a general
                                    assignment for the benefit of creditors;

                           (b)      reorganization, arrangement, adjustment,
                                    liquidation, dissolution or composition of
                                    you or your debts under any law relating to
                                    bankruptcy, insolvency, reorganization or
                                    relief of debtors; or (ii) appointment of a
                                    receiver, trustee, custodian or other
                                    official for any portion of its property;

                           (c)      you, or any Guarantor, take any corporate or
                                    other action to authorize any of the actions
                                    set forth above in Paragraphs 10B(2)(a) or
                                    10B(2)(b);

                           (d)      any case, proceeding, or other action
                                    against you or any Guarantor is commenced
                                    seeking an order for relief against it as
                                    debtor, or seeking


                                       13


<PAGE>



                                    reorganization, arrangement, adjustment,
                                    liquidation, dissolution or
                                    composition of it or its debts under any law
                                    relating to bankruptcy, insolvency,
                                    reorganization or relief of debtors, or
                                    seeking appointment of a receiver, trustee,
                                    custodian or other official for it or for
                                    any portion of its property, and such case,
                                    proceeding or other action: (i) results in
                                    an order for relief against it which is not
                                    fully stayed within seven (7) business days
                                    after the entry thereof; or (ii) remains
                                    undismissed for forty-five (45) days;

                           (e)      an attachment remains on all or any part of
                                    the Hotel or your or any Guarantor's assets
                                    for thirty (30) days;

                           (f)      you or any Guarantor fail, within sixty (60)
                                    days of the entry of a final judgment
                                    against you or any Guarantor in any amount
                                    exceeding $50,000.00, to discharge, vacate
                                    or reverse the judgment, or to stay
                                    execution of it, or if appealed, to
                                    discharge the judgment within thirty (30)
                                    days after a final adverse decision in the
                                    appeal;

                           (g)      you cease to operate the Hotel at the
                                    location designated on Attachment A or under
                                    the Proprietary Marks, or lose possession or
                                    the right to possession of all or a
                                    significant part of the Hotel, except as
                                    otherwise provided herein;

                           (h)      you contest in any court or proceeding
                                    either all or any portion of our ownership
                                    of the Hotel System or the validity of any
                                    of the Proprietary Marks;

                           (i)      you transfer your rights under this
                                    Agreement in violation of Paragraph 8;

                           (j)      you fail to identify the Hotel to the public
                                    as a Hawthorn Hotel;

                           (k)      any action is taken to dissolve or liquidate
                                    you or any Guarantor, except due to death;

                           (l)      you or any of your principals or Guarantors
                                    is, or is discovered to have been, convicted
                                    of a felony or any other offense likely to
                                    reflect adversely upon us, the Hotel System,
                                    or the Proprietary Marks, including, but not
                                    limited to, any violation of laws or
                                    regulations relating to discrimination,
                                    equal employment or equal opportunity;

                           (m)      you knowingly maintain false books and
                                    records of account or knowingly submit false
                                    or misleading reports or information to us,
                                    including any information you provide or
                                    fail to provide to us on your franchise
                                    application or otherwise;

                           (n)      you disclose the contents of any
                                    Confidential Materials to any unauthorized
                                    person or fail to exercise reasonable care
                                    to prevent such disclosure; or

                           (o)      in our discretion, we determine a threat or
                                    danger to public health or safety results
                                    from the construction, maintenance or
                                    operation of the Hotel, such


                                       14


<PAGE>



                                    that an immediate shutdown of the Hotel is
                                    necessary to avoid a substantial liability
                                    or loss of goodwill to the Hotel System.
                                    Notwithstanding the foregoing, if we
                                    determine, in our discretion, that both the
                                    threat of danger to public health or safety
                                    is eliminated and the reopening of the Hotel
                                    will not cause a substantial loss of
                                    goodwill to the Hotel System within six (6)
                                    months of the termination of this Agreement,
                                    we will reinstate the Agreement on identical
                                    terms and conditions.

         C. DE-IDENTIFICATION OF HOTEL UPON TERMINATION OR EXPIRATION OF
            THIS AGREEMENT.

                  (1)      Within ten (10) days of the effective date of
                           termination or expiration of this Agreement, as the
                           case may be, you agree to de-identify the Hotel by
                           taking whatever action we deem necessary to ensure
                           that the Hotel is no longer identified as a hotel
                           within the Hotel System and no use is made of any
                           part of the Hotel System at or in connection with the
                           Hotel or otherwise. Among the actions you must take
                           to de-identify the Hotel, you agree to: (i) return
                           the Manual and all other proprietary materials to us;
                           (ii) remove all items identifying the Hotel System;
                           (iii) change the telephone listing for the Hotel;
                           (iv) remove all items bearing the Proprietary Marks
                           (including all signage) from the Hotel; (v) cancel
                           all fictitious or assumed name or equivalent
                           registrations relating to your use of the Proprietary
                           Marks; (vi) immediately stop answering the telephone
                           in any way that would lead a prospective customer to
                           believe that the Hotel is affiliated with the Hotel
                           System; and (vii) permit our representative to enter
                           the Hotel to conduct inspections on a periodic basis
                           until de-identification is completed to our
                           satisfaction. Until de-identification is completed to
                           our satisfaction, you agree to maintain a conspicuous
                           sign at the registration desk in a form we specify
                           stating that the Hotel is no longer associated with
                           the Hotel System. You acknowledge that the
                           de-identification process intends to immediately
                           alert the public that the Hotel is not affiliated
                           with the Hotel System.

                  (2)      If you fail to comply with all of the
                           de-identification provisions of Paragraph 10C(1)
                           within the permitted ten (10) day period, you agree
                           to: (i) pay a royalty fee of $5,000.00 per day until
                           de-identification is completed to our satisfaction;
                           and (ii) permit our representative to enter the Hotel
                           to complete the de-identification process at your
                           expense.

                  (3)      You agree to pay all our costs and expenses of
                           enforcing these de-identification provisions,
                           including, but not limited to, all attorneys' fees.
                           Nothing contained herein limits our rights or
                           remedies at law or in equity should you not complete
                           the de-identification procedures within the permitted
                           ten (10) day period, including, but not limited to,
                           our right to seek and obtain an injunction to remove
                           or cause to be removed, at your sole cost and
                           expense, all signage from the Hotel.

         D. PAYMENT OF LIQUIDATED DAMAGES. If this Agreement terminates after
the first twenty-four (24) months of Hotel operations and prior to its
expiration for any reason other than as set forth in Paragraphs 9A or 9B, you
agree to pay us liquidated damages as set forth below. Your payment of
liquidated damages to us shall not be considered as a penalty for your breaching
this Agreement, but rather a reasonable estimate


                                       15


<PAGE>



of our damages and lost future fees we would have received from you under the
Agreement. You acknowledge that your obligation to pay us liquidated damages is
in addition to, not in lieu of, your obligations to pay any amounts then due to
us and comply with the de-identification provisions of Paragraph 10C. You agree
to pay us liquidated damages in a lump sum within thirty (30) days following the
date of termination, based on the average occupancy rate at the Hotel for the
twelve (12) months preceding the termination ("Occupancy Rate") as follows:

                  (1)      if the Occupancy Rate was below fifty percent (50%),
                           you shall pay no liquidated damages;

                  (2)      if the Occupancy Rate was fifty percent (50%) to
                           fifty-nine and nine-tenths percent (59.9%), you agree
                           to pay us an amount equal to twelve (12) months of
                           all fees under Paragraph 3D(1)(a), unless you give us
                           twelve (12) months prior written notice and your
                           Occupancy Rate meets the criteria of this Paragraph
                           10D(2), in which case you shall pay no liquidated
                           damages;

                  (3)      if the Occupancy Rate was sixty percent (60%) to
                           sixty-nine and nine-tenths percent (69.9%), you agree
                           to pay an amount equal to twenty-four (24) months of
                           fees under Paragraph 3D(1)(a); and

                  (4)      if the Occupancy Rate was seventy percent (70%) or
                           greater, you agree to pay an amount equal to
                           thirty-six (36) months of fees under Paragraph
                           3D(1)(a).

         If this Agreement terminates at any time between its execution and the
end of the first twenty-four (24) months of the operation of the Hotel, you
agree to pay us liquidated damages equal to the greater of: (i) $2,000.00
multiplied by the number of approved Guest Rooms; or (ii) thirty-six (36)
multiplied by the average monthly fees required under Paragraph 3D(1)(a).

11.      RENEWAL.

         A. REQUIREMENTS. Upon your written submission of our then-current form
of renewal application at least 180 days prior to this Agreement's expiration
date, we shall grant you a ten (10) year renewal term if, in our discretion, the
following criteria are satisfied:

                  (1)      you pay a non-refundable fee equal to one-half of the
                           then-current franchise application fee;

                  (2)      you received passing Quality Assurance Scores (as
                           defined in the Manual) during the preceding three (3)
                           year period;

                  (3)      you agree to upgrade the Hotel to meet our
                           then-current criteria for the Hotel System; and

                  (4)      you have a favorable operating and payment history.

         Notwithstanding the foregoing, if an independent third party chosen by
us determines that the location of the Hotel is inappropriate or obsolete for
the brand we shall not be required to renew your license.


                                       16


<PAGE>



We will accept or reject your written renewal application within thirty (30)
days of its receipt by us. You agree to execute our then-current form of license
agreement to effectuate any renewal.

         B. ALTERNATIVE PROCESS. If we determine that you do not meet the above
criteria, you may apply to renew this Agreement for a ten (10) year term by
submitting an application at least 120 days prior to the expiration of the
License Term with a non-refundable renewal fee equal to our then-current
franchise application fee. We will evaluate your application based on your
operating history, the location of the Hotel and your agreement to upgrade the
Hotel. If we accept your application, you will execute our then-current form of
license agreement.

12.      Relationship of Parties.

         A. NO AGENCY RELATIONSHIP. You are an independent contractor. Neither
party is the legal representative or agent of, or has the power to obligate the
other for any purpose. The parties have a business relationship defined entirely
by the express provisions of this Agreement. No partnership, joint venture,
affiliate, agency, fiduciary or employment relationship is intended or created
hereby.

         B. YOUR NOTICES TO PUBLIC CONCERNING INDEPENDENT STATUS. You shall take
such steps as we require to minimize the chance of a claim being made against us
for any occurrence at the Hotel, or for acts, omissions or obligations of you or
anyone affiliated with you or the Hotel. Such steps may include giving notice in
private or public rooms or on advertisements, business forms and stationery,
making clear to the public that we are not the owner or operator of the Hotel
and are not accountable for events occurring at the Hotel.

         C. USE OF THE HAWTHORN NAME. You shall not use the word "Hawthorn" or
any similar words in your entity or trade name, internet domain name, or in
connection with any web site, nor authorize or permit such use by anyone else.
You shall not use the word "Hawthorn" or any other name or mark associated with
the Hotel System to incur any obligation or indebtedness.

13.      MISCELLANEOUS.

         A. SEVERABILITY AND INTERPRETATION. The remedies provided in this
Agreement are not exclusive. If any provision of this Agreement is held
unenforceable, void or voidable, all remaining provisions shall continue in full
force and effect unless deletion of the provision(s) materially frustrates the
purpose of the parties or makes performance commercially impracticable. If any
provision requires interpretation, such interpretation shall be based on the
reasonable intention of the parties without interpreting any provision in favor
of or against any party hereto by reason of the drafting of the party or its
position relative to the other party.

         B. BINDING EFFECT. This Agreement is valid when executed and accepted
by us at our office in Atlanta, Georgia. It is made and entered into in the
State of Georgia and shall be governed and construed under and in accordance
with the laws of the State of Georgia without regard to its conflict of laws
principles. You acknowledge that you have sought, voluntarily accepted, and
become associated with us at our headquarters in Atlanta, Georgia. The choice of
law designation permits but does not require that all lawsuits or proceedings
concerning this Agreement be filed in the State of Georgia. This Agreement may
be executed in multiple copies, each of which will be deemed an original.


                                       17


<PAGE>



         C. EXCLUSIVE BENEFIT. This Agreement is exclusively for the benefit of
the parties hereto and shall not create liability to any third party, unless
otherwise set forth herein. No agreement between us and any third party is for
your benefit.

         D. ENTIRE AGREEMENT. This is the entire Agreement between the parties
relating to the Hotel. Neither we nor any person on our behalf has made any
representation to you concerning this Agreement, the Hotel or the Hotel System
that is not set forth herein or in our UFOC. No change in this Agreement shall
be valid unless in writing signed by both parties. No failure to require strict
performance or to exercise any right or remedy hereunder shall preclude
requiring strict performance or exercising any right or remedy in the future.

         E. OUR WITHHOLDING OF CONSENT. Our consent, wherever required, may be
withheld if any default by you exists under this Agreement. Prior to any
deviation by you from any material term of this Agreement, you must obtain our
prior written consent.

         F. NOTICES. All notices given under this Agreement shall be in writing,
delivered by any means which provide written evidence of the date received.
Notices shall be deemed given at the date and time receipt is evidenced to the
respective parties at the following addresses unless and until a different
address is designated by written notice to the other party:

<TABLE>
<S>                                                   <C>
Notices to us: Hawthorn Suites Franchising, Inc.      Notices to you: ENTITYNAMECAPS
               13 Corporate Square, Suite 250                         PCADDRESS1
               Atlanta, Georgia 30329                                 PCADDRESS2
               Attention: Doug Shaw                                   Attention: PCNAME
                          Vice President
                          Franchise Administration
</TABLE>

Should you refuse to accept any notice we attempt to deliver hereunder or we are
unable to deliver any notice due to your actions, you acknowledge and agree that
such notice shall be deemed received by you if we mail or deliver such notice to
you for a second time to your address designated in this Section 13F. We reserve
the right to notify both your lender and any or all of your members, partners or
shareholders in the event we issue any notice under this Agreement.

         G. DESCRIPTIVE HEADINGS. The headings in this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision.

         H. MANAGEMENT OF THE HOTEL. You must at all times retain and exercise
direct management control over the business of the Hotel. You shall not enter
into any lease, management agreement or other similar arrangement for the
operation of the Hotel or any part thereof with any independent entity without
our prior written consent, which consent shall not be unreasonably withheld.

         I. GUEST ROOM RATES. With the exception of special event periods, you
agree not to charge any rate exceeding the rates available in the National
Directory.


                                       18

<PAGE>





         J. ATTORNEYS' FEES. If we are a party to any action or proceeding
concerning this Agreement, your operation of the Hotel or due to your actions or
omissions, you will be liable to us for reasonable attorneys' fees and court
costs we incur in such action or proceeding regardless of whether such action or
proceeding proceeds to judgment. Additionally, if you withhold any amounts due
to us, and we are required to commence an action or proceeding to recover such
amounts and we prevail, you shall reimburse us our costs of collecting such
amounts including reasonable attorneys' fees, court costs and expenses.

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

                                     LICENSEE:

                                     ENTITYNAMECAPS

                                     By:
                                        ----------------------------------------
                                           SIGNEENAME
                                           SIGNEETITLE

                                     Attest:
                                            ------------------------------------

                                     LICENSOR:

                                     HAWTHORN SUITES FRANCHISING, INC.

                                     By:
                                        ----------------------------------------
                                           Doug Shaw

                                           Vice President
                                           Franchise Administration

                                     Attest:
                                            ------------------------------------

                                       19


<PAGE>



                                    GUARANTY

         As an inducement to Hawthorn Suites Franchising, Inc. ("we," "our," or
"us") to execute that certain license agreement (including any future amendments
thereto) with _________________________ ("Licensee"), dated as of
______________, a copy of which is attached hereto, (collectively, the "License
Agreement"), the undersigned (individually, a "Guarantor" and collectively, the
"Guarantors"), jointly and severally, hereby unconditionally warrant to us and
our parent, successors and assigns that all representations of Licensee
contained in both the License Agreement and the application submitted in
connection therewith are true and correct. The Guarantors also jointly and
severally guarantee the timely payment and performance of all of Licensee's
obligations under the License Agreement.

         Upon notice from us that Licensee is in default under any of the terms
of the License Agreement, the Guarantors shall cure any monetary default within
five (5) business days from such notice and immediately perform all other
obligations of Licensee under the License Agreement. Without affecting the
obligations of the Guarantors under this Guaranty, we may without notice to the
undersigned extend, modify or release any indebtedness or obligation of the
Licensee, or settle, adjust or compromise any claims against the Licensee. The
Guarantors waive notice of amendment of the License Agreement and notice of
demand for payment or performance by the Licensee. The Guarantors expressly
acknowledge that their joint and several obligation to cure all defaults and
guaranty the performance of Licensee shall survive the termination of the
License Agreement.

         Upon the death of a Guarantor, the estate of such Guarantor shall be
bound by this Guaranty but only for defaults and obligations hereunder existing
at the time of death. The obligations of the surviving Guarantors shall continue
in full force and effect.

         This Guaranty constitutes a guaranty of payment and performance and not
of collection, and each of the Guarantors specifically waives any obligation we
may have to proceed against the Licensee on any money or property held by the
Licensee or by any other person or entity as collateral security, by way of set
off or otherwise. The Guarantors further agree that this Guaranty shall continue
to be effective or be reinstated, as the case may be, if at any time payment or
any of the guaranteed obligations is rescinded or must otherwise be restored or
returned by us upon the insolvency, bankruptcy or reorganization of the Licensee
or any Guarantor, all as though such payment has not been made.

         Our failure to enforce all or any portion of our rights under this
Guaranty shall not constitute a waiver of our ability to do so at any point in
the future.

         Guarantor hereby specifically waives any rights that may be conferred
by Official Code of Georgia Annotated Sections 10-7-23 and 10-7-24 or any
similar provision of the applicable law or any other state.

         IN WITNESS WHEREOF, each of the undersigned has signed this Guaranty as
of the date of this License Agreement.

Witnesses:                                           Guarantors:

----------------------------                         ---------------------------
                                                     GUARANTOR1, Legal Signature

Notarized (with seal):

----------------------------                         ---------------------------
                                                     GUARANTOR2, Legal Signature



<PAGE>


                                  ATTACHMENT A
                                    THE HOTEL

Facilities (Paragraph 1 ):

         Site --- Area and general description:      A BRAND hotel located at
                                                           HOTELADDRESS1
                                                           HOTELADDRESS2

         Number of approved Guest Rooms:                          ROOMS

         Number of approved Guest Suites:

         Ownership of Licensee (Paragraph 8):

         ENTITYNAMECAPS                                             100%


                                   Page 1 of 1


<PAGE>


                                  ATTACHMENT B
                                    TERRITORY
                             PROPERTYNAME/#IDNUMBER

The Territory is defined as that area bordered by:


                                   Page 1 of 1


<PAGE>

                                  ATTACHMENT C
                                    THE WORK

         You acknowledge that every detail of the Hotel System is important to
us and other licensees operating under the Hotel System to develop and maintain
the standards and public image of the Hotel System. You agree to strictly comply
with the details of the Hotel System, as set forth in the Manual or otherwise in
writing. The following constitutes the development schedule for the Hotel.

A.       New Development

         1)       You shall submit preliminary plans (the "Plans"), including
                  site layout and outline specifications within three (3) months
                  from the date of this Agreement.

         2)       You shall submit to us complete working drawings and
                  specifications for the Hotel, including its proposed
                  equipment, furnishings, facilities and signs, with such detail
                  and containing such information as we require within six (6)
                  months from the date of this Agreement. The Plans shall
                  conform to our then-prevailing Hotel System standards.
                  Construction shall not begin until we have approved the Plans
                  in writing. Following our approval of your Plans, you shall
                  make no changes to the Plans without our prior written
                  consent, which consent will not be unreasonably withheld. If
                  during the course of construction changes in the Plans are
                  required, you shall notify us immediately. Your failure to
                  construct the Hotel in strict accordance with the Plans we
                  approve in writing shall constitute a material breach and may
                  lead to our issuing a default notice and subsequently
                  terminating this Agreement. Our approval of the Plans is
                  intended exclusively to ensure compliance with our
                  then-current standards.

         3)       Construction shall commence within nine (9) months from the
                  date of this Agreement. You shall notify us within (5) days of
                  commencement of construction, which shall mean commencement of
                  any site work at the Hotel. Construction shall continue
                  uninterrupted (unless interrupted by force majeure) until
                  completion of the Hotel. The term "force majeure" shall mean
                  an act of God, war, civil disturbance, government action,
                  fire, flood, accident, hurricane, earthquake or other
                  calamity, strike or other labor dispute.

         4)       The Hotel shall be ready to open for business within fifteen
                  (15) months from the date hereof ("Completion Date"). Within
                  ten (10) days of the Completion Date you shall ask us to
                  conduct a final inspection, which we shall promptly conduct.
                  You shall not open for business prior to our written
                  authorization to do so, and you agree to open within ten (10)
                  days of our authorization. We will not authorize you to open
                  the Hotel unless and until you are in full compliance with all
                  terms of this Agreement. Prior to the authorized Opening Date
                  of the Hotel, you must submit to us written certification that
                  the Hotel is in compliance with the approved plans and
                  specifications prepared by the architect and that the Hotel
                  was constructed in compliance with Hotel standards, and is in
                  compliance with all applicable local jurisdictional
                  requirements.

B.       Conversion of an Existing Facility

         1)       You agree to renovate the Hotel in strict accordance and
                  within the time frames set forth on the attached property
                  improvement plan ("PIP"). If requested by us, you agree to
                  submit renovation plans for the Hotel for our approval. If we
                  require you to submit renovation plans, renovations shall not
                  begin until we approve the renovation plans in writing. Once


                                   Page 1 of 2


<PAGE>



                  we approve the renovation plans, you agree not to make any
                  subsequent changes without our prior written consent. Our
                  approval of your renovation plans is exclusively for the
                  purpose of ensuring compliance with our then-current
                  standards. Your failure to renovate the Hotel in strict
                  accordance with the PIP and within the specified time frames
                  shall constitute a material breach of this Agreement and may
                  lead to us issuing a default notice and subsequently
                  terminating this Agreement. Commencement of renovation shall
                  mean the beginning of any site work at the Hotel.

         2)       The Hotel shall be ready to open for business not later than
                  six (6) months from the date hereof, unless otherwise provided
                  in the PIP ("Completion Date"). Within ten (10) days of the
                  Completion Date you shall ask us to conduct a final
                  inspection, which we shall promptly conduct. You shall not
                  open for business prior to our written authorization to do so,
                  and you agree to open within ten (10) days of our
                  authorization. We will not authorize you to open the Hotel
                  unless and until you are in full compliance with all terms of
                  this Agreement. Prior to the authorized Opening Date of the
                  Hotel, you must submit to us written certification that the
                  Hotel is in compliance with the approved plans and
                  specifications prepared by the architect and that the Hotel
                  was constructed in compliance with Hotel standards, and is in
                  compliance with all applicable local jurisdictional
                  requirements.


                                   Page 2 of 2


<PAGE>



                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                       REQUIRED BY THE STATE OF CALIFORNIA

         In recognition of the requirements of the California Franchise
Investment Law Sections 31000 through 31516 , and the California Franchise
Relations Act, California Business and Professions Code Sections 20000 through
20043, the License Agreement for Hawthorn Suites Franchising, Inc. (the
"Agreement"), in connection with the offer and sale of franchises for use in the
State of California, shall be amended to include the following:

         1. Paragraph 8B(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma at the end thereof and adding thereafter
"excluding only such claims you may have under the California Franchise
Investment Law and the California Relations Act."

         2. If any of the provisions of the Agreement concerning termination is
inconsistent with either the California Franchise Relations Act or with the
Federal Bankruptcy Code (concerning termination of the Agreement upon certain
bankruptcy-related events), then said laws shall apply.

         3. The Agreement requires that it be governed by Georgia law. This
requirement may be unenforceable under California law.

         4. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the California law applicable to the provision are met independently without
reference to this Amendment.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and
delivered this California Amendment to the License Agreement on the same date as
the License Agreement was executed.

                                      HAWTHORN SUITES FRANCHISING, INC.

                                      Licensor

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

                                      ----------------------------------------
                                      Licensee

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



                                   Page 1 of 2


<PAGE>



                                  AMENDMENT TO
                        HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                         REQUIRED BY THE STATE OF HAWAII

         In recognition of the requirements of the Hawaii Franchise Investment
Law, Hawaii Rev. Stat. Sections 482E-, ET SEQ., the License Agreement for
Hawthorn Suites Franchising, Inc., in connection with the offer and sale of
licenses for use in the State of Hawaii, shall be amended to include the
following:

         1. Paragraph 8B(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma after the word "employees" and adding
thereafter "excluding only such claims as you may have under the Hawaii
Franchise Investment Law."

         2. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be amended by the addition of the following sentence, which shall be
considered an integral part of this Agreement:

                  The general release language contained in the Agreement shall
         not relieve Licensor or any other person, directly or indirectly, from
         liability imposed by the Hawaii Franchise Investment Law.

         3. The Hawaii Franchise Investment Law provides rights to you
concerning nonrenewal, termination and transfer of the Agreement. If any of the
provisions of the License Agreement concerning termination are inconsistent with
the Hawaii Franchise Investment Law, then said law shall apply.

         4. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the Hawaii Franchise Investment Law are met independently without reference to
this Amendment.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Hawaii amendment to the License Agreement on the same date as the
License Agreement was executed.

                                       HAWTHORN SUITES FRANCHISING, INC.
                                       Licensor

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

                                       -------------------------------------
                                       Licensee

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


                                   Page 1 of 1


<PAGE>



                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                        REQUIRED BY THE STATE OF ILLINOIS

         In recognition of the requirements of the Illinois Franchise Disclosure
Act of 1987, Ill. Comp. Stat. Sections 705/1 to 705/44, the parties to the
attached Hawthorn Suites Franchising, Inc. License Agreement (the "Agreement")
agree as follows:

         1. Paragraph 8(B)(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma at the end thereof and adding thereafter
"except with respect to claims arising under the Illinois Franchise Disclosure
Act of 1987."

         2. Paragraph 10 of the Agreement, under the heading "Termination",
shall be supplemented by the addition of the following new Paragraph 10E, which
shall be considered an integral part of the Agreement:

         E. If any of the provisions of this Paragraph 10 concerning termination
         are inconsistent with Section 19 of the Illinois Franchise Disclosure
         Act of 1987, then said Illinois law shall apply.

         3. The second sentence of 13B of the Agreement, under the heading
"Miscellaneous", shall be amended by inserting a comma at the end of the second
sentence and adding thereafter "except with respect to claims arising under the
Illinois Franchise Disclosure Act of 1987."

         4. This Agreement requires that it be governed by Georgia law. To the
extent that such law conflicts with the Illinois Franchise Disclosure Act, the
Act will control.

         5. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the Illinois Franchise Disclosure Act of 1987 are met independently without
reference to this Amendment.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Illinois amendment to the License Agreement on the same date as
the License Agreement was executed.

                                        HAWTHORN SUITES FRANCHISING, INC.
                                        Licensor

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

                                        ----------------------------------
                                        Licensee

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


                                   Page 1 of 1


<PAGE>



               AMENDMENT TO THE HAWTHORN SUITES FRANCHISING, INC.
                           LICENSE AGREEMENT REQUIRED
                             BY THE STATE OF INDIANA

         In recognition of the requirements of the Indiana Franchise Disclosure
Law, Indiana Code Sections 23-2-2.5-1 to 23-2-2.5-51, and the Indiana
Deceptive Franchise Practices Act, Indiana Code Sections 23-2-2.7-1 to
23-2-2.7-10, the parties to the attached Hawthorn Suites Franchising, Inc.
License Agreement (the "Agreement") agree as follows:

         1. With respect to Paragraph 2 of the Agreement, the Licensor is
prohibited by Indiana Code Sections 23-2-2.7-1(2) and 23-2-2.7-2(4) from
operating a company-owned hotel substantially identical to that of the
Licensee's within the Licensee's territory regardless of trade name.

         2. Paragraph 7 of the Agreement, under the heading "Indemnity and
Insurance", shall be amended by the addition of the following sentence, which
shall be considered an integral part of this Agreement:

         The general release language contained in the License shall not relieve
         the Licensor or any other person, directly or indirectly, from
         liability imposed by the Indiana Franchise Disclosure Law and the
         Indiana Deceptive Practices Act.

         3. Paragraph 8B(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma after the word "employees" and adding
thereafter "excluding only such claims as you may have under the Indiana
Franchise Disclosure Law and the Indiana Deceptive Practices Act."

         4. With respect to Paragraph 10 of the Agreement, the reservation of
right to any specified remedy or limitation of the remedies available to either
party is prohibited pursuant to the Indiana Franchise Disclosure Law, Indiana
Code Section 23-2-2.7-1(10).

         5. Paragraph 13B of the Agreement, under the heading "Miscellaneous",
shall be amended by inserting a comma at the end of the second sentence and
adding thereafter "except with respect to any cause of action which arises under
the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise
Practices Act."

         6. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be supplemented by the addition of the following paragraph:

         Notwithstanding anything to the contrary in this provision, Licensee
         does not waive any right under the Indiana Franchise Disclosure Law or
         the Indiana Deceptive Practices Act with regard to any prior
         representations made in the UFOC furnished to Licensee.

         7. With respect to the Agreement, any reservation of right to any
specified remedy or limitation of the remedies available to either party is
prohibited pursuant to the Indiana Franchise Disclosure Law, Indiana Code
Section 23-2-2.7-1(10).

         8. Indiana law provides rights to you concerning nonrenewal of the
Agreement. To the extent the Agreement contains a provision that is inconsistent
with the Indiana law, Indiana law will control.


                                   Page 1 of 2


<PAGE>



         9. Any indemnification under the Agreement excludes indemnification for
liability caused by your proper reliance on and use of the System or materials
provided by us to you which you do not alter or claims based upon our gross
negligence or willful misconduct.

         10. Nothing in the Agreement shall abrogate or reduce any rights you
have under Indiana law.

         11. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the Indiana Franchise Disclosure Law, Indiana Code Sections 23-2-2.5-1 to
23-2-2.5-51, and the Indiana Deceptive Franchise Practices Act, Indiana Code
Sections 23-2-2.7-1 to 23-2-2.7-10, are met independently without reference to
this Amendment.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Indiana amendment to the License Agreement on the same date as
the License Agreement was executed.

                                      HAWTHORN SUITES FRANCHISING, INC.
                                      Licensor

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

                                      -----------------------------------
                                      Licensee

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


                                   Page 2 of 2


<PAGE>



                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                        REQUIRED BY THE STATE OF MARYLAND

         In recognition of the requirements of the Maryland Franchise
Registration and Disclosure Law, Md. Code Bus. Reg. Sections 14-201 through
14-233, the License Agreement for Hawthorn Suites Franchising, Inc., in
connection with the offer and sale of licenses for use in the State of Maryland,
shall be amended to include the following:

         1. Paragraph 8B(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma after the word "employees" and adding
thereafter "excluding only such claims as transferor may have under the Maryland
Franchise Registration and Disclosure Law (Md. Code Bus. Reg. Sections 14-201
through 14-233)."

         2. Paragraph 13B of the Agreement, under the heading "Miscellaneous",
shall be amended by inserting a comma at the end of the second sentence and
adding thereafter "except for claims arising under the Maryland Franchise
Registration and Disclosure Law."

         3. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be amended by the addition of the following paragraphs, which shall be
considered an integral part of this Agreement:

         J. The general release language contained in this Agreement shall not
         relieve Licensor or any other person, directly or indirectly, from
         liability imposed by the Maryland Franchise Registration and Disclosure
         Law (Md. Code Bus. Reg. Sections 14-201 through 14-233).

         K. The foregoing acknowledgments are not intended to, nor shall they
         act as a release, estoppel or waiver of, any liability incurred under
         the Maryland Franchise Registration and Disclosure Law.

         4. Under certain circumstances, the Agreement requires you to submit to
a court proceeding in the State of Georgia. These provisions may run contrary to
the Maryland Franchise Registration and Disclosure Law. Therefore, nothing will
preclude you from being able to enter into litigation with us in Maryland, as
long as the nature of the litigation is not the type of dispute, controversy,
claim, action or proceeding which would be subject to arbitration under the
Agreement.

         5. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the Maryland Franchise Registration and Disclosure Law (Md. Code. Bus. Reg.
Sections 14-201 through 14-233) are met independently without reference to this
Amendment.

                         [SIGNATURES ON FOLLOWING PAGE]


                                   Page 1 of 2


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Maryland amendment to the License Agreement on the same date as
the License Agreement was executed.

                                         HAWTHORN SUITES FRANCHISING, INC.
                                         ----------------------------------
                                         Licensor

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

                                         ----------------------------------
                                         Licensee

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

                                   Page 2 of 2


<PAGE>



                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                       REQUIRED BY THE STATE OF MINNESOTA

         In recognition of the requirements of the Minnesota Franchises Law,
Minn. Stat. Sections 80C.01 through 80C.22, and of the Rules and Regulations
promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules
Sections 2860.0100 through 2860.9930, the parties to the attached Hawthorn
Suites Franchising, Inc. License Agreement (the "Agreement") agree as follows:

         1. Paragraph 5 of the Agreement, under the heading "Proprietary Marks",
shall be amended by the addition of the following language:

         D. The Minnesota Department of Commerce requires that Licensor
         indemnify Licensee against liability to third parties resulting from
         claims by third parties that the Licensee's use of Licensor's trademark
         infringes trademark rights of the third party. Licensor does not
         indemnify against the consequences of Licensee's use of Licensor's
         trademark except in accordance with the requirements of the Agreement,
         and, as a condition to indemnification, Licensee must provide notice to
         Licensor of any such claim within 10 days and tender the defense of the
         claim to Licensor. If Licensor accepts the tender of defense, Licensor
         has the right to manage the defense of the claim including the right to
         compromise, settle or otherwise resolve the claim, and to determine
         whether to appeal a final determination of the claim.

         2. Paragraph 7 of the Agreement, under the heading "Indemnity and
Insurance", shall be amended by the addition of the following sentence, which
shall be considered an integral part of this Agreement:

         The general release language contained in the License shall not relieve
         the Licensor or any other person, directly or indirectly, from
         liability imposed by the Minnesota Franchises Law.

         3. Paragraph 8B(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma after the word "employees" and adding
thereafter "excluding only such claims as you may have under the Minnesota
Franchises Law and the Rules and Regulations promulgated thereunder by the
Minnesota Commissioner of Commerce."

         4. Paragraph 8 of the Agreement, under the heading "Transfer", shall be
amended by the addition of the following paragraph:

         H. Minnesota law provides licensees with certain transfer rights. In
         sum, Minn. Stat. Section 80C.14 (subd. 5) currently requires, except in
         certain specified cases, that consent to the transfer of the license
         not be unreasonably withheld.

         5. Paragraph 10 of the Agreement, under the heading "Termination",
shall be amended by the addition of the following paragraph:

         E. Minnesota law provides licensees with certain termination rights. In
         sum, Minn. Stat. Section 80C.14 (subds. 3 and 5) currently require,
         except in certain specified cases, that a licensee be given 90 days
         notice of termination (with 60 days to cure) and 180 days notice of
         non-renewal of this Agreement, and that consent to the transfer of the
         license not be unreasonably withheld.


                                   Page 1 of 2


<PAGE>



         6. To the extent that provision in the fourth sentence of Paragraph
10D, with respect to the lump sum payment by Licensee, is a liquidated damages
provision in violation of Minnesota Rule 2860.4400J, such provision shall be
deleted from this Agreement.

         7. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be amended by the addition of the following sentence, which shall be
considered an integral part of this Agreement:

         The general release language contained in the Agreement shall not
         relieve Licensor or any other person, directly or indirectly, from
         liability imposed by the Minnesota Franchise Law.

         8. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be amended by the addition of the following sentence, which shall be
considered an integral part of the Agreement:

         Nothing in the offering circular or agreement can abrogate or reduce
         any of your rights as provided for in Minnesota statutes, Chapter 80C,
         or your rights to any procedure, forum, or remedies provided for by the
         laws of the jurisdiction.

         9. Each provision of this Agreement shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the Minnesota Franchises Law or the Rules and Regulations promulgated thereunder
by the Minnesota Commissioner of Commerce are met independently without
reference to this Addendum to the Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Minnesota amendment to the License Agreement on the same day as
the License Agreement was executed.

                                     HAWTHORN SUITES FRANCHISING, INC.
                                     Licensor

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

                                     ------------------------------------
                                     Licensee

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


                                   Page 2 of 2


<PAGE>


                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                        REQUIRED BY THE STATE OF NEW YORK

         In recognition of the requirements of the General Business Law of the
State of New York, Article 33, Sections 680-695, the License Agreement for
Hawthorn Suites Franchising, Inc., in connection with the offer and sale of
licenses for use in the State of New York, shall be amended to include the
following:

         1. Notwithstanding any provision of the License Agreement, all rights
enjoyed by Licensee and any causes of action arising in its favor from the
provisions of Article 33 of the General Business Law of the State of New York
and the regulations issued thereunder shall remain in force, it being the intent
of this proviso that the non-waiver provisions of the General Business Law of
the State of New York Sections 687.4 and 687.5 be satisfied.

         2. Paragraph 7A(1) of the License Agreement is hereby modified by
adding the following sentence after the initial sentence thereof: "However, you
shall not be required to indemnify for any claims arising out of a breach of
this Agreement by, or other civil wrong of, the Licensor."

         3. No new or different requirements imposed on you as a result of any
changes made by Licensor to its Manual or otherwise shall place an unreasonable
economic burden on you.

         4. Notwithstanding any provision of the License Agreement to the
contrary, Licensor will not transfer and assign its right and obligations under
the License Agreement unless the transferee will be able to perform the
Licensor's obligations under the License Agreement, in Licensor's good faith
judgment, so long as it remains subject to Article 33 of the General Business
Law of the State of New York.

         5. Notwithstanding Paragraph 13B of the License Agreement, the choice
of law provision should not be construed as a waiver of any right conferred upon
you by the provisions of Article 33 of the General Business Law of the State of
New York.

         6. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the General Business Law of the State of New York are met independently without
reference to this Amendment.

                         [SIGNATURES ON FOLLOWING PAGE]


                                   Page 1 of 2


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this New York amendment to the License Agreement on the same date as
the License Agreement was executed.

                                        HAWTHORN SUITES FRANCHISING, INC.
                                        Licensor

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

                                        --------------------------------------
                                        Licensee

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


                                   Page 2 of 2


<PAGE>



                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                      REQUIRED BY THE STATE OF NORTH DAKOTA

         In recognition of the requirements of the North Dakota Franchise
Investment Law, N.D. Cent. Code Sections 51-19-01 through 51-19-17, and the
policies of the office of the State of North Dakota Securities Commission, the
parties to the attached Hawthorn Suites Franchising, Inc. License Agreement (the
"Agreement") agree as follows:

         1. Paragraph 7 of the Agreement, under the heading "Insurance and
Indemnity", shall be amended by the addition of the following sentence, which
shall be considered an integral part of the Agreement:

         The general release language contained in the Agreement shall not
         relieve Licensor or any other person, directly or indirectly, from any
         liability imposed by the North Dakota Franchise Investment Law.

         2. Paragraph 8B(2)(g) of the Agreement, under the heading "Transfer",
shall be amended by inserting a comma after the word "employee" and adding
thereafter "excluding only such claims as Licensee may have under the North
Dakota Franchise Investment Law."

         3. To the extent the provisions of Paragraph 10D, with respect to the
lump sum payment by Licensee, is a liquidated damages provision in violation of
North Dakota Franchise Investment Law, N.D. Cent. Code Section
51-19-09(1)(a)(9), such provision shall be deleted from this Agreement.

         4. Paragraph 13B of the Agreement, under the heading "Miscellaneous",
shall be amended by inserting a comma at the end of the second sentence and
adding thereafter "except with respect to claims arising under the North Dakota
Franchise Investment Law."

         5. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the North Dakota Franchise Investment Law, N.D. Cent. Code Sections 51-19-01
through 51-19-17, are met independently without reference to this Amendment.

                         [SIGNATURES ON FOLLOWING PAGE]


                                   Page 1 of 2


<PAGE>




         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this North Dakota amendment to the License Agreement on the same day
as the License Agreement was executed.

                                        HAWTHORN SUITES FRANCHISING, INC.
                                        Licensor

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

                                        ---------------------------------
                                        Licensee

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

                                   Page 2 of 2


<PAGE>



               AMENDMENT TO THE HAWTHORN SUITES FRANCHISING, INC.
                           LICENSE AGREEMENT REQUIRED
                          BY THE STATE OF RHODE ISLAND

         In recognition of the requirements of the Rhode Island Franchise
Investment Act, Sections 19-28.1-1 through 19-28.1-34, the parties to the
attached Hawthorn Suites Franchising, Inc. Agreement (the "Agreement") agree as
follows:

         1. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be amended by the addition of the following new paragraph:

         J. Section 19-28.1-14 of the Rhode Island Franchise Investment Act
         provides that "A provision in a franchise agreement restricting
         jurisdiction or venue to a forum outside this state or requiring the
         application of the laws of another state is void with respect to a
         claim otherwise enforceable under this Act."

         2. This Agreement requires that it be governed by Georgia law. To the
extent that such law conflicts with Rhode Island Franchise Investment Act it is
void under Sec. 19-28.1-14.

         3. You are required in this Agreement under certain circumstances to
execute a release of claims that might violate the Act or a rule or order under
the Act. Such release shall exclude claims arising under the Rhode Island
Franchise Investment Act.

         4. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
Rhode Island Franchise Investment Act, Sections 19-28-1.1 through 19-28.1-34,
are met independently without reference to this Amendment.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Rhode Island amendment to the License Agreement on the same date
as the License Agreement was executed.

                                     HAWTHORN SUITES FRANCHISING, INC.
                                     Licensor

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

                                     ----------------------------------
                                     Licensee

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


                                   Page 1 of 1


<PAGE>



                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                      REQUIRED BY THE STATE OF SOUTH DAKOTA

         In recognition of the requirements of the South Dakota Franchises for
Brand-Name Goods and Services Law, S.D. Codified Laws Sections 37-5A-1 to
37-5A-87, the parties to the attached Hawthorn Suites Franchising, Inc. License
Agreement (the "Agreement") agree as follows:

         1. To the extent the provision in the fourth sentence of Paragraph 10D,
with respect to the lump sum payment by Licensee, is a liquidated damages
provision in violation of South Dakota Codified Laws Section 53-9-5, such
provision shall be deleted from this Agreement.

         2. Paragraph 13B of the Agreement, under the heading "Miscellaneous",
shall be amended by the addition of the following sentence:

         Notwithstanding the above, this provision shall be void with respect to
         any cause of action which is otherwise enforceable in the State of
         South Dakota.

         3. Paragraph 13 of the Agreement, under the heading "Miscellaneous",
shall be supplemented by the addition of the following language:

         J. Notwithstanding anything to the contrary in this Agreement, all
         issues relating to franchise registration, employment law, covenants
         not to compete, and other matters of local concern shall be governed by
         the laws of the State of South Dakota, but as to contractual and all
         other matters, the Agreement and all provisions of the Agreement will
         be and remain subject to the application, construction, enforcement and
         interpretation under the governing laws of Georgia.

         K. Notwithstanding anything to the contrary herein, nothing in this
         Agreement shall be deemed to constitute a waiver of compliance with any
         provision of the South Dakota Franchises for Brand-Name Goods and
         Services Act.

         4. Regardless of the terms of the Agreement concerning termination, if
you fail to meet performance and quality standards or fail to make any payments
under the Agreement, you will be afforded thirty (30) day' written notice with
an opportunity to cure the default before termination.

         5. Pursuant to S.D.C.L. 37-5A-86, any acknowledgment, provision,
disclaimer or integration clause or a provision having a similar effect in the
Agreement does not negate or act to remove from judicial review any statement,
misrepresentation or action that would violate the South Dakota Franchise Law
(S.D.C.L. 37-5A), or any administration regulations promulgated thereunder.

         6. Any provision that provides that the parties waive their right to
claim punitive, exemplary, incidental, indirect, special or consequential
damages may not be enforceable under South Dakota law.

         7. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the South Dakota Franchises for Brand-Name Goods and Services Law are met
independently without reference to this Amendment.

                         [SIGNATURES ON FOLLOWING PAGE]


                                   Page 1 of 2


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this South Dakota amendment to the License Agreement on the same day
as the License Agreement was executed.

                                       HAWTHORN SUITES FRANCHISING, INC.
                                       Licensor

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

                                       -----------------------------------
                                       Licensee

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


                                   Page 2 of 2


<PAGE>


                 AMENDMENT TO HAWTHORN SUITES FRANCHISING, INC.
                                LICENSE AGREEMENT
                       REQUIRED BY THE STATE OF WASHINGTON

         In recognition of the requirements of the Washington Franchise
Investment Protection Act, Wash. Rev. Code Sections 19.100.010 through
19.100.940, the License Agreement for Hawthorn Suites Franchising, Inc. ("HFI"),
in connection with the offer and sale of licenses for use in the State of
Washington, shall be amended to include the following:

         1. The state of Washington has a statute, RCW 19.100.180 which may
supersede the License Agreement in your relationship with HFI including the
areas of termination and renewal of your license. There may also be court
decisions which may supersede the License Agreement in your relationship with
HFI including the areas of termination and renewal of your license.

         2. In the event of a conflict of laws, the provisions of the Washington
Franchise Investment Protection Act, Chapter 10.100 RCW shall prevail.

         3. A release or waiver of rights executed by a licensee or a transferor
shall not include rights under the Washington Franchise Investment Protection
Act except when executed pursuant to a negotiated settlement after the agreement
is in effect and where the parties are represented by independent counsel.
Provisions such as those which unreasonably restrict or limit the statute of
limitations period for claims under the Act, rights or remedies under the Act
such as a right to a jury trial may not be enforceable.

         4. Transfer fees are collectable to the extent that they reflect
Licensor's reasonable estimated or actual costs in effecting a transfer.

         5. Each provision of this Amendment shall be effective only to the
extent, with respect to such provision, that the jurisdictional requirements of
the Washington Franchise Investment Protection Act, Wash. Rev. Code Sections
19.100.010 through 19.100.940, are met independently without reference to this
Amendment.

         IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and
delivered this Washington amendment to the License Agreement on the same date as
the License Agreement was executed.

                                      HAWTHORN SUITES FRANCHISING, INC.
                                      Licensor

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

                                      ------------------------------------
                                      Licensee

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


                                   Page 1 of 1