Exhibit 4.3






                         REGISTRATION RIGHTS AGREEMENT





                              Dated June 27, 2001





                                    between





                          EXTENDED STAY AMERICA, INC.





                                      and





                       MORGAN STANLEY & CO. INCORPORATED,
                              GOLDMAN, SACHS & CO.,
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                          BEAR, STEARNS & CO. INC. and
                             FLEET SECURITIES, INC.



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                         REGISTRATION RIGHTS AGREEMENT

              THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into June 27, 2001, between EXTENDED STAY AMERICA, INC., a Delaware
corporation (the "Company"), and MORGAN STANLEY & CO. INCORPORATED, GOLDMAN,
SACHS & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BEAR, STEARNS &
CO. INC. and FLEET SECURITIES, INC. (the "Placement Agents").

              This Agreement is made pursuant to the Placement Agreement dated
June 20, 2001, between the Company and the Placement Agents (the "Placement
Agreement"), which provides for the sale by the Company to the Placement Agents
of an aggregate of $300,000,000 principal amount of the Company's 9 7/8% Senior
Subordinated Notes due 2011 (the "Securities"). In order to induce the Placement
Agents to enter into the Placement Agreement, the Company has agreed to provide
to the Placement Agents and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Placement Agreement.

              In consideration of the foregoing, the parties hereto agree as
follows:

              1. Definitions.

              As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

              "1933 Act" shall mean the Securities Act of 1933, as amended from
         time to time.

              "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

              "Closing Date" shall mean the Closing Date as defined in the
         Placement Agreement.

              "Company" shall have the meaning set forth in the preamble to this
         Agreement and shall also include the Company's successors.

              "Exchange Offer" shall mean the exchange offer by the Company of
         Exchange Securities for Registrable Securities pursuant to Section 2(a)
         hereof.

              "Exchange Offer Registration" shall mean a registration under the
         1933 Act effected pursuant to Section 2(a) hereof.
<PAGE>

              "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

              "Exchange Securities" shall mean securities issued by the Company
         under the Indenture containing terms identical to the Securities
         (except that the Exchange Securities will not contain restrictions on
         transfer) and to be offered to Holders of Securities in exchange for
         Securities pursuant to the Exchange Offer.

              "Final Memorandum" shall mean the Final Memorandum as defined in
         the Placement Agreement.

              "Holder" shall mean the Placement Agents, for so long as they own
         any Registrable Securities, and each of its successors, assigns and
         direct and indirect transferees who become registered owners of
         Registrable Securities under the Indenture; provided that for purposes
         of Sections 4 and 5 of this Agreement, the term "Holder" shall include
         Participating Broker-Dealers (as defined in Section 4(a)).

              "Indenture" shall mean the Indenture relating to the Securities to
         be dated as of the Closing Date between the Company and Manufacturers
         and Traders Trust Company, trustee, and as the same may be amended from
         time to time in accordance with the terms thereof.

              "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Company or any of its affiliates (as
         such term is defined in Rule 405 under the 1933 Act) (other than the
         Placement Agents or subsequent holders of Registrable Securities if
         such subsequent holders are deemed to be such affiliates solely by
         reason of their holding of such Registrable Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage or amount.

              "Person" shall mean an individual, partnership, corporation, trust
         or unincorporated organization, or a government or agency or political
         subdivision thereof.

              "Placement Agents" shall have the meaning set forth in the
         preamble to this Agreement.

              "Placement Agreement" shall have the meaning set forth in the
         preamble to this Agreement.

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<PAGE>

              "Prospectus" shall mean the prospectus included in a Registration
         Statement, including any preliminary prospectus, and any such
         prospectus as amended or supplemented by any prospectus supplement,
         including a prospectus supplement with respect to the terms of the
         offering of any portion of the Registrable Securities covered by a
         Shelf Registration Statement, and by all other amendments and
         supplements to such prospectus, and in each case including all material
         incorporated by reference therein.

              "Registrable Securities" shall mean the Securities; provided,
         however, that the Securities shall cease to be Registrable Securities
         (i) when a Registration Statement with respect to such Securities shall
         have been declared effective under the 1933 Act and such Securities
         shall have been disposed of pursuant to such Registration Statement,
         (ii) when such Securities have been sold to the public pursuant to Rule
         144(k) (or any similar provision then in force, but not Rule 144A)
         under the 1933 Act or (iii) when such Securities shall have ceased to
         be outstanding.

              "Registration Expenses" shall mean any and all expenses incident
         to performance of or compliance by the Company with this Agreement,
         including without limitation: (i) all SEC, stock exchange or National
         Association of Securities Dealers, Inc. registration and filing fees,
         (ii) all fees and expenses incurred in connection with compliance with
         state securities or blue sky laws (including reasonable fees and
         disbursements of counsel for any Underwriters or Holders in connection
         with blue sky qualification of any of the Exchange Securities or
         Registrable Securities), (iii) all expenses of any Persons in preparing
         or assisting in preparing, word processing, printing and distributing
         any Registration Statement, any Prospectus, any amendments or
         supplements thereto, any underwriting agreements, securities sales
         agreements and other documents relating to the performance of and
         compliance with this Agreement, (iv) all rating agency fees, (v) all
         fees and disbursements relating to the qualification of the Indenture
         under applicable securities laws, (vi) the fees and disbursements of
         the Trustee and its counsel, (vii) the fees and disbursements of
         counsel for the Company and, in the case of a Shelf Registration
         Statement, the fees and disbursements of one counsel for the Holders
         (which counsel shall be selected by the Majority Holders and which
         counsel may also be counsel for the Placement Agents) and (viii) the
         fees and disbursements of the independent public accountants of the
         Company, including the expenses of any special audits or "cold comfort"
         letters required by or incident to such performance and compliance, but
         excluding fees and expenses of counsel to the Underwriters (other than
         fees and expenses set forth in clause (ii) above) or the Holders and
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a
         Holder.

              "Registration Statement" shall mean any registration statement of
         the Company that covers any of the Exchange Securities or Registrable
         Securities pursuant to the provisions of this Agreement and all
         amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the



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<PAGE>

         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

              "SEC" shall mean the Securities and Exchange Commission.

              "Shelf Registration" shall mean a registration effected pursuant
         to Section 2(b) hereof.

              "Shelf Registration Statement" shall mean a "shelf" registration
         statement of the Company pursuant to the provisions of Section 2(b) of
         this Agreement which covers all of the Registrable Securities (but no
         other securities unless approved by the Holders whose Registrable
         Securities are covered by such Shelf Registration Statement) on an
         appropriate form under Rule 415 under the 1933 Act, or any similar rule
         that may be adopted by the SEC, and all amendments and supplements to
         such registration statement, including post-effective amendments, in
         each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.

              "Trustee" shall mean the trustee with respect to the Securities
         under the Indenture.

              "Underwriter" shall have the meaning set forth in Section 3
         hereof.

              "Underwritten Offering" shall mean a registration in which
         Registrable Securities are sold to an Underwriter for reoffering to the
         public.

              2. Registration Under the 1933 Act.

              (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company shall use its
best efforts to cause to be filed an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities and to have such Registration
Statement remain effective until the closing of the Exchange Offer. The Company
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its best efforts to
have the Exchange Offer consummated not later than 60 days after such effective
date. The Company shall commence the Exchange Offer by mailing the related
exchange offer Prospectus and accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law:

              (i) that the Exchange Offer is being made pursuant to this
         Registration Rights Agreement and that all Registrable Securities
         validly tendered will be accepted for exchange;

              (ii) the dates of acceptance for exchange (which shall be a period
         of at least 20 business days from the date such notice is mailed) (the
         "Exchange Dates");



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<PAGE>

              (iii) that any Registrable Security not tendered will remain
         outstanding and continue to accrue interest, but will not retain any
         rights under this Registration Rights Agreement;

              (iv) that Holders electing to have a Registrable Security
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Security, together with the enclosed letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice
         prior to the close of business on the last Exchange Date; and

              (v) that Holders will be entitled to withdraw their election, not
         later than the close of business on the last Exchange Date, by sending
         to the institution and at the address (located in the Borough of
         Manhattan, The City of New York) specified in the notice a telegram,
         telex, facsimile transmission or letter setting forth the name of such
         Holder, the principal amount of Registrable Securities delivered for
         exchange and a statement that such Holder is withdrawing his election
         to have such Securities exchanged.

              As soon as practicable after the last Exchange Date, the Company
shall:

              (i) accept for exchange Registrable Securities or portions thereof
         tendered and not validly withdrawn pursuant to the Exchange Offer; and

              (ii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities or portions thereof so accepted
         for exchange by the Company and issue, and cause the Trustee to
         promptly authenticate and mail to each Holder, an Exchange Security
         equal in principal amount to the principal amount of the Registrable
         Securities surrendered by such Holder.

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall inform the
Placement Agent of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Placement Agent shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Securities in the Exchange Offer.

              (b) In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC, (ii) the Exchange Offer is not for any other reason consummated by
December 27, 2001 or (iii) the Exchange Offer has been completed



                                       5
<PAGE>

and in the opinion of counsel for the Placement Agents a Registration Statement
must be filed and a Prospectus must be delivered by the Placement Agents in
connection with any offering or sale by them of Registrable Securities, the
Company shall use its best efforts to cause to be filed as soon as practicable
after such determination, date or notice of such opinion of counsel is given to
the Company, as the case may be, a Shelf Registration Statement providing for
the sale by the Holders of all of the Registrable Securities and to have such
Shelf Registration Statement declared effective by the SEC. In the event the
Company is required to file a Shelf Registration Statement solely as a result of
the matters referred to in clause (iii) of the preceding sentence, the Company
shall use its best efforts to file and have declared effective by the SEC both
an Exchange Offer Registration Statement pursuant to Section 2(a) with respect
to all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Placement
Agents after completion of the Exchange Offer. The Company agrees to use its
best efforts to keep the Shelf Registration Statement continuously effective
until expiration of the period referred to in Rule 144(k) under the 1933 Act
with respect to all Registrable Securities covered by the Shelf Registration
Statement or such shorter period that will terminate when all of the Registrable
Securities covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement. The Company further agrees to supplement or
amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its best
efforts to cause any such amendment to become effective and such Shelf
Registration Statement to become usable as soon as practicable thereafter. The
Company agrees to furnish to the Holders of Registrable Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

              (c) The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) or Section 2(b). Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

              (d) An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume. As provided for in
the Indenture, in the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to December 27,
2001, the annual interest rate on the Securities (and the Exchange Securities)
will increase by



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0.5% from December 27, 2001 until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective.

              (e) Without limiting the remedies available to the Placement
Agents and the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Placement Agents or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Placement Agents or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

              3. Registration Procedures.

              In connection with the obligations of the Company with respect to
the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as expeditiously as possible:

              (a) prepare and file with the SEC a Registration Statement on the
         appropriate form under the 1933 Act, which form (x) shall be selected
         by the Company and (y) shall, in the case of a Shelf Registration, be
         available for the sale of the Registrable Securities by the selling
         Holders thereof and (z) shall comply as to form in all material
         respects with the requirements of the applicable form and include all
         financial statements required by the SEC to be filed therewith, and use
         its best efforts to cause such Registration Statement to become
         effective and remain effective in accordance with Section 2 hereof;

              (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; and keep each Prospectus
         current during the period described under Section 4(3) and Rule 174
         under the 1933 Act that is applicable to transactions by brokers or
         dealers with respect to the Registrable Securities or Exchange
         Securities;

              (c) in the case of a Shelf Registration, furnish to each Holder of
         Registrable Securities, to counsel for the Placement Agents, to counsel
         for the Holders and to each Underwriter of an Underwritten Offering of
         Registrable Securities, if any, without charge, as many copies of each
         Prospectus, including each preliminary Prospectus, and any amendment or
         supplement thereto and such other documents as such Holder or
         Underwriter may reasonably request, in order to facilitate the public
         sale or other disposition of the Registrable Securities; and the
         Company consents to the use of such Prospectus and any amendment or
         supplement thereto in accordance with applicable law by each of the
         selling Holders of Registrable Securities and any such Underwriters in



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         connection with the offering and sale of the Registrable Securities
         covered by and in the manner described in such Prospectus or any
         amendment or supplement thereto in accordance with applicable law;

              (d) use its best efforts to register or qualify the Registrable
         Securities under all applicable state securities or "blue sky" laws of
         such jurisdictions as any Holder of Registrable Securities covered by a
         Registration Statement shall reasonably request in writing by the time
         the applicable Registration Statement is declared effective by the SEC,
         to cooperate with such Holders in connection with any filings required
         to be made with the National Association of Securities Dealers, Inc.
         and do any and all other acts and things which may be reasonably
         necessary or advisable to enable such Holder to consummate the
         disposition in each such jurisdiction of such Registrable Securities
         owned by such Holder; provided, however, that the Company shall not be
         required to (i) qualify as a foreign corporation or as a dealer in
         securities in any jurisdiction where it would not otherwise be required
         to qualify but for this Section 3(d), (ii) file any general consent to
         service of process or (iii) subject itself to taxation in any such
         jurisdiction if it is not so subject;

              (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities, counsel for the Holders and counsel for the
         Placement Agents promptly and, if requested by any such Holder or
         counsel, confirm such advice in writing (i) when a Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company contained in
         any underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to the offering cease to be true and
         correct in all material respects or if the Company receives any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         of any proceeding for such purpose, (v) of the happening of any event
         during the period a Shelf Registration Statement is effective which
         makes any statement made in such Registration Statement or the related
         Prospectus untrue in any material respect or which requires the making
         of any changes in such Registration Statement or Prospectus in order to
         make the statements therein not misleading and (vi) of any
         determination by the Company that a post-effective amendment to a
         Registration Statement would be appropriate;

              (f) make every reasonable effort to obtain the withdrawal of any
         order suspending the effectiveness of a Registration Statement at the
         earliest possible moment and provide immediate notice to each Holder of
         the withdrawal of any such order;



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              (g) in the case of a Shelf Registration, furnish to each Holder of
         Registrable Securities, without charge, at least one conformed copy of
         each Registration Statement and any post-effective amendment thereto
         (without documents incorporated therein by reference or exhibits
         thereto, unless requested);

              (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends and
         enable such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders may reasonably request at least two
         business days prior to the closing of any sale of Registrable
         Securities;

              (i) in the case of a Shelf Registration, upon the occurrence of
         any event contemplated by Section 3(e)(v) hereof, use its best efforts
         to prepare and file with the SEC a supplement or post-effective
         amendment to a Registration Statement or the related Prospectus or any
         document incorporated therein by reference or file any other required
         document so that, as thereafter delivered to the purchasers of the
         Registrable Securities, such Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading. The Company agrees to notify the
         Holders to suspend use of the Prospectus as promptly as practicable
         after the occurrence of such an event, and the Holders hereby agree to
         suspend use of the Prospectus until the Company has amended or
         supplemented the Prospectus to correct such misstatement or omission;

              (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement (other than
         filings pursuant to the 1934 Act) or a Prospectus after initial filing
         of a Registration Statement, provide copies of such document to the
         Placement Agents and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) and make such of
         the representatives of the Company as shall be reasonably requested by
         the Placement Agents or their counsel (and, in the case of a Shelf
         Registration Statement, the Holders or their counsel) available for
         discussion of such document, and shall not at any time file or make any
         amendment to the Registration Statement, any Prospectus or any
         amendment of or supplement to a Registration Statement or a Prospectus
         or any document which is to be incorporated by reference into a
         Registration Statement (other than filings pursuant to the 1934 Act) or
         a Prospectus, of which the Placement Agents and their counsel (and, in
         the case of a Shelf Registration Statement, the Holders and their
         counsel) shall not have previously been advised and furnished a copy or
         to which the Placement Agents or their counsel (and, in the case of a
         Shelf Registration Statement, the Holders or their counsel) shall
         object;



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<PAGE>

              (k) obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement;

              (l) cause the Indenture to be qualified under the Trust Indenture
         Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Securities or Registrable Securities, as
         the case may be, cooperate with the Trustee and the Holders to effect
         such changes to the Indenture as may be required for the Indenture to
         be so qualified in accordance with the terms of the TIA and execute,
         and use its best efforts to cause the Trustee to execute, all documents
         as may be required to effect such changes and all other forms and
         documents required to be filed with the SEC to enable the Indenture to
         be so qualified in a timely manner;

              (m) in the case of a Shelf Registration, make available for
         inspection by a representative of the Holders of the Registrable
         Securities, any Underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and attorneys and accountants
         designated by the Holders, at reasonable times and in a reasonable
         manner, all financial and other records, pertinent documents and
         properties of the Company, and cause the respective officers, directors
         and employees of the Company to supply all information reasonably
         requested by any such representative, Underwriter, attorney or
         accountant in connection with a Shelf Registration Statement;

              (n) in the case of a Shelf Registration, use its best efforts to
         cause all Registrable Securities to be listed on any securities
         exchange or any automated quotation system on which similar debt
         securities issued by the Company are then listed if requested by the
         Majority Holders, to the extent such Registrable Securities satisfy
         applicable listing requirements;

              (o) use its best efforts to cause the Exchange Securities or
         Registrable Securities, as the case may be, to be rated by two
         nationally recognized statistical rating organizations (as such term is
         defined in Rule 436(g)(2) under the 1933 Act);

              (p) if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Company has received notification of the matters to be incorporated
         in such filing; and

              (q) in the case of a Shelf Registration, enter into such customary
         agreements and take all such other actions in connection therewith
         (including those requested by the Holders of a majority of the
         Registrable Securities being sold) in order to expedite or facilitate
         the disposition of such Registrable Securities including, but not
         limited to, an Underwritten Offering and in such connection, (i) to the
         extent possible, make such representations and warranties to the
         Placement Agents (in the event the Company is



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<PAGE>

         required to file a Shelf Registration Statement pursuant to Section
         2(b)(iii)) and any Underwriters of such Registrable Securities with
         respect to the business of the Company and its subsidiaries, the
         Registration Statement, Prospectus and documents incorporated by
         reference or deemed incorporated by reference, if any, in each case, in
         form, substance and scope as are customarily made by issuers to
         underwriters in underwritten offerings and confirm the same if and when
         requested, (ii) obtain opinions of counsel to the Company (which
         counsel and opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Placement Agents (in the event the Company is
         required to file a Shelf Registration Statement pursuant to Section
         2(b)(iii)) and such Underwriters and their respective counsel)
         addressed to each Placement Agent (in the event the Company is required
         to file a Shelf Registration Statement pursuant to Section 2(b)(iii)
         and Underwriter of Registrable Securities, covering the matters
         customarily covered in opinions requested in underwritten offerings,
         (iii) obtain "cold comfort" letters from the independent certified
         public accountants of the Company (and, if necessary, any other
         certified public accountant of any subsidiary of the Company, or of any
         business acquired by the Company for which financial statements and
         financial data are or are required to be included in the Registration
         Statement) addressed to each Placement Agent (in the event the Company
         is required to file a Shelf Registration Statement pursuant to Section
         2(b)(iii)) and Underwriter of Registrable Securities, such letters to
         be in customary form and covering matters of the type customarily
         covered in "cold comfort" letters in connection with underwritten
         offerings, and (iv) deliver such documents and certificates as may be
         reasonably requested by the Placement Agent (in the event the Company
         is required to file a Shelf Registration Statement pursuant to Section
         2(b)(iii) or the Underwriters, and which are customarily delivered in
         underwritten offerings, to evidence the continued validity of the
         representations and warranties of the Company made pursuant to clause
         (i) above and to evidence compliance with any customary conditions
         contained in an underwriting agreement.

              In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing.

              In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and



                                       11
<PAGE>

including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions. The
Company may give any such notice only three times during any 365 day period and
any such suspensions may not exceed 30 days for each suspension and there may
not be more than three suspensions in effect during any 365 day period.

              The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering; provided that such investment
banker or investment bankers and manager or managers shall be reasonably
acceptable to the Company.

              4. Participation of Broker-Dealers in Exchange Offer.

              (a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.

              The Company understands that it is the Staff's position that if
the Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

              (b) In light of the above, notwithstanding the other provisions of
this Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Placement Agents or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

              (i) the Company shall not be required to amend or supplement the
         Prospectus contained in the Exchange Offer Registration Statement, as
         would otherwise be contemplated by Section 3(i), for a period exceeding
         120 days after the last Exchange Date (as such period may be extended
         pursuant to the penultimate paragraph



                                       12
<PAGE>

         of Section 3 of this Agreement) and Participating Broker-Dealers shall
         not be authorized by the Company to deliver and shall not deliver such
         Prospectus after such period in connection with the resales
         contemplated by this Section 4; and

              (ii) the application of the Shelf Registration procedures set
         forth in Section 3 of this Agreement to an Exchange Offer Registration,
         to the extent not required by the positions of the Staff of the SEC or
         the 1933 Act and the rules and regulations thereunder, will be in
         conformity with the reasonable request to the Company by the Placement
         Agents or with the reasonable request in writing to the Company by one
         or more broker-dealers who certify to the Placement Agents and the
         Company in writing that they anticipate that they will be Participating
         Broker-Dealers; and provided further that, in connection with such
         application of the Shelf Registration procedures set forth in Section 3
         to an Exchange Offer Registration, the Company shall be obligated (x)
         to deal only with one entity representing the Participating
         Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless
         it elects not to act as such representative and (y) to cause to be
         delivered only one, if any, "cold comfort" letter with respect to the
         Prospectus in the form existing on the last Exchange Date and with
         respect to each subsequent amendment or supplement, if any, effected
         during the period specified in clause (i) above.

              (c) The Placement Agents shall have no liability to the Company or
any Holder with respect to any request that it may make pursuant to Section 4(b)
above.

              5. Indemnification and Contribution.

              (a) The Company agrees to indemnify and hold harmless the
Placement Agents, each Holder and each Person, if any, who controls any
Placement Agent or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Placement Agent or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by any Placement Agent, any Holder or any
such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Placement Agents or any Holder furnished to the
Company in writing by Morgan Stanley & Co. Incorporated or any



                                       13
<PAGE>

selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of either Section
15 of the 1933 Act or Section 20 of the 1934 Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement.

              (b) Each Holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Placement Agents and the other selling
Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any of
the Placement Agents and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Placement Agents and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

              (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Placement Agents and all
Persons, if any, who control any Placement Agent within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors, its officers who sign the Registration Statement and
each Person, if any, who controls the Company within the meaning of either such
Section and (c) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and all Persons, if any, who
control any Holders within the meaning of either such Section, and that all such
fees and expenses shall be reimbursed as they are incurred. In such case
involving the Placement Agents and Persons who control any Placement Agent, such
firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In
such case involving the Holders and such Persons


                                       14
<PAGE>

who control any Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

              (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.

              (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total



                                       15
<PAGE>

price at which Registrable Securities were sold by such Holder exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or
in equity.

              The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Placement Agents, any Holder or any Person controlling any Placement
Agent or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

              6. Miscellaneous.

              (a) No Inconsistent Agreements. The Company has not entered into,
and on or after the date of this Agreement will not enter into, any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.

              (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder.

              (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(b), which address initially is, with respect to the Placement Agents,
the address set forth in the Placement Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Placement Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(b).



                                       16
<PAGE>

              All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

              Copies of all such notices, demands, or other communications shall
be concurrently delivered by the person giving the same to the Trustee, at the
address specified in the Indenture.

              (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Placement Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such person shall be entitled to receive the benefits hereof. The
Placement Agents (in their capacity as Placement Agents) shall have no liability
or obligation to the Company with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

              (e) Purchases and Sales of Securities. The Company shall not, and
shall use its best efforts to cause its affiliates (as defined in Rule 405 under
the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.

              (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Placement Agents, on the other hand, and any Holder shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

              (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

              (h) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

              (i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.



                                       17
<PAGE>

              (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

              (k) Miscellaneous. The Company agrees, for the sole benefit of the
Placement Agents:

                   (i) prior to the consummation of the Exchange Offer or the
         effectiveness of a Shelf Registration Statement if, in the reasonable
         judgment of any Placement Agent, such Placement Agent or any of its
         affiliates (as such term is defined in the rules and regulations under
         the 1933 Act) is required to deliver an offering memorandum in
         connection with sales of, or market-making activities with respect to,
         the Securities or the Exchange Securities, (A) to periodically amend or
         supplement the Final Memorandum so that the information contained in
         the Final Memorandum complies with the requirements of Rule 144A of the
         1933 Act, (B) to amend or supplement the Final Memorandum when
         necessary to reflect any material changes in the information provided
         therein so that the Final Memorandum will not contain any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in light of the
         circumstances existing as of the date the Final Memorandum is so
         delivered, not misleading and (C) to provide such Placement Agent with
         copies of each such amended or supplemental Final Memorandum, as such
         Placement Agent may reasonably request;

                   (ii) following the consummation of the Exchange Offer or the
         effectiveness of a Shelf Registration Statement and for so long as the
         Securities or, the Exchange Securities are outstanding if, in the
         reasonable judgement of any Placement Agent, such Placement Agent or
         any of its affiliates (as such term is defined in the rules and
         regulations under the 1933 Act) is required to deliver a prospectus in
         connection with sales of, or market-making activities with respect to,
         such securities, (A) to periodically amend the applicable registration
         statement so that the information contained therein complies with the
         requirements of Section 10(a) of the 1933 Act, (B) if requested by such
         Placement Agent, within 45 days following the end of the Company's most
         recent fiscal quarter, file a supplement to the prospectus included in
         the applicable registration statement which sets forth the financial
         results of the Company for the previous quarter, (C) to amend the
         applicable registration statement or supplement the related prospectus
         or the documents incorporated therein when necessary to reflect any
         material changes in the information provided therein so that the
         registration statement and the prospectus will not contain any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in light of the
         circumstances existing as of the date the prospectus is so delivered,
         not misleading and (D) to provide such Placement Agent with copies of
         each such amendment or supplement as such Placement Agent may
         reasonably request;



                                       18
<PAGE>

                   (iii) notwithstanding clauses (i) and (ii) above, (A) prior
         to amending the Final Memorandum or to filing any post-effective
         amendment to any registration statement or to supplementing any related
         prospectus, to furnish to the Placement Agents and their counsel,
         copies of all such documents proposed to be amended, filed or
         supplemented, and (B) it will not issue any amendment to the Final
         Memorandum, any post-effective amendment to a registration statement or
         any supplement to a prospectus to which the Placement Agents or their
         counsel shall object;

                   (iv) it shall notify the Placement Agents and their counsel
         and (if requested by any such person) confirm such advice in writing,
         (A) when any amendment to the Final Memorandum has been issued, when
         any prospectus supplement or amendment or post-effective amendment has
         been filed, and, with respect to any post-effective amendment, when the
         same has become effective, (B) of any request by the SEC for any
         post-effective amendment or supplement to a registration statement, any
         supplement or amendment to a prospectus or for additional information,
         (C) the issuance by the SEC of any stop order suspending the
         effectiveness of a registration statement or the initiation of any
         proceedings for that purpose, (D) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Securities or the Exchange Securities for sale in any jurisdiction or
         the initiation or threatening of any proceedings for such purpose and
         (E) of the happening of any event which makes any statement made in the
         Final Memorandum, a registration statement, a prospectus or any
         amendment or supplement thereto untrue or which requires the making of
         any change in the Final Memorandum, a registration statement, a
         prospectus or any amendment or supplement thereto, in order to make the
         statements therein not misleading;

                   (v) it consents to the use of the Final Memorandum and any
         prospectus referred to in this paragraph (j) or any amendment or
         supplement thereto, by the Placement Agents in connection with the
         offering and sale of the Securities or Exchange Securities, as the case
         may be;

                   (vi) it will comply with the provisions of this paragraph (j)
         at its own expense and will reimburse the Placement Agents for its
         expenses associated with this paragraph (j) (including fees of
         counsel); and

                   (vii) it hereby expressly acknowledges that the
         indemnification and contribution provisions of Section 7 of the
         Placement Agreement shall be specifically applicable and relate to each
         offering memorandum, registration statement, prospectus, amendment or
         supplement referred to in this paragraph (j).



                                       19
<PAGE>

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

                                         EXTENDED STAY AMERICA, INC.


                                         By:  /s/  Gregory R. Moxley
                                            ------------------------------------
                                            Name:  Gregory R. Moxley
                                            Title: Chief Financial Officer

Confirmed and accepted as of
  the date first above written:

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BEAR, STEARNS & CO. INC.
FLEET SECURITIES, INC.


By Morgan Stanley & Co. Incorporated


By:  /s/  Daniel H. Klausner
   ---------------------------------
   Name:  Daniel H. Klausner
   Title: Principal


                                       20