Exhibit 10.26


                              THREE PARTY MEMORANDUM



	This Agreement is entered into as of June 30 1995, by and between 
Microtel Franchise and Development Corporations ("Microtel"), Stonehurst 
Capital Inc.  ("Stonehurst") and Essex Investment Group, Inc. ("Essex")


                                   RECITALS

	Microtel and S&E Hospitality Partnership entered into and Exclusive 
Development Agreement, dated September 30, 1991, (the"Development Agreement")
which provided for the construction and development by S&E Hospitality 
Partnership of seventy-five (75) Microtel properties using the System of 
Microtel, within an exclusive territory defined in the Agreement in accordance
with a development scheduled attached thereto.  One property was developed 
thereunder in Allentown, Pa. Subsequently, as of March 10, 1994, these parties 
excuted a Termination Agreement which provided, among other things, for the 
preservation of certain financing rights and the permitted allocation of those 
rights to the partners. 

	Stonehurst and Essex were the parties of S&E Hospitality Partnership.
Pursuant to a separate agreement for the dissolution of S&E Hospitality 
Partnership, the 19 unused prepaid franchises were allocated four (4) to 
Stonehurst and fifteen (15) to Essex, and Essex agreed to pay Stonehurst
$25,000 as its franchises were utilized.  Essex has used one of its allocated
franchises in Chattanooga, TN.

	In connection with certain other transactions being undertaken between 
the several parties, and for the consideration stated herein, the parties have 
agreed to modify their relationships stated herein as follows:

	1.	Microtel agrees to and hereby does purchase from Essex, and 
Essex agrees to and hereby does sell and transfer to Microtel, the rights of 
Essex in and to its remaining fourteen (14) prepaid franchises, as established
under the Development Agreement and allocated to Essex pursuant to the 
Termination Agreement and the separate agreement between Essex and Stonehurst, 
for the purchase price of $200,000.  The consideration has been paid upon the 
execution hereof, and receipt is hereby acknowledged. 

	2.	Essex agrees and hereby does tender and pay to Stonehurst the 
sum of $150,000, which Stonehurst accepts as payment in full of the obligation,
in the amount of $250,000, running from Essex to Stonehurst pursuant to the 
separate agreement between Essex and Stonehurst.  Stonehurst shall endorse as 
paid-in-full and return to Essex the Promissory Note or other documents 
representing this obligation.


<PAGE>


	3.	The Termination Agreement and the separate agreement between 
Essex and Stonehurst shall otherwise remain in full force and effect unamended. 

	IN WITNESS WHEREOF, the parties hereto have executed this Agreement


					MICROTLE FRANCHISE AND 
					DEVELOPMENT CORPORATION 

					By:  /s/ E. Anthony Wilson
                                             ---------------------



					STONEHURST CAPITAL, INC.

					By:  
                                             ---------------------


					ESSEX INVESTMENT GROUP,
					INC.

					By:  /s/ John Mooney
                                            ----------------------

<PAGE>


	3.	The Termination Agreement and the separate
agreement between Essex and Stonehurst shall otherwise remain in
full force and effect unamended. 

	IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.



					MICROTEL FRANCHISE AND 
					DEVELOPMENT CORPORATION


					By:  /s/ E. Anthony Wilson 
                                        --------------------------

					STONEHURST CAPITAL, INC.



					By:  /s/ Arthur A. Gosnell
                                        --------------------------

					ESSEX INVESTMENT GROUP,
					INC.



                                        By: 
					--------------------------