Exhibit 4(ii) to Buckhead America Corporation
                                           December 31, 1996 Form 10-KSB

                                  MORTGAGE NOTE
                             Loan No. 04-05-FL-0001

      $4,600,000                                              November 7, 1996

      FOR VALUE  RECEIVED,  HERITAGE  INN  ASSOCIATES.  LP.,  a Georgia  limited
partnership, having its principal place of business at 4243 Dunwoody Club Drive,
Suite 200, Atlanta, Georgia 30350 (hereinafter referred to as "Maker"), promises
to pay to the order of BLOOMFIELD  ACCEPTANCE COMPANY,  LLC., a Michigan limited
liability  company,  at its  principal  place of business at Suite 350, 260 East
Brown  Street,  Birmingham,  Michigan  48009-6229  (hereinafter  referred  to as
"Payee"),  or at such place as the holder hereof may from time to time designate
in writing,  the  principal  sum of Four  Million Six Hundred  Thousand  Dollars
($4,600,000),  in lawful money of the United  States of America,  with  interest
thereon  to be  computed  on the  unpaid  principal  balance  from  time to time
outstanding at the Applicable Interest Rate (as hereinafter defined),  and to be
paid in installments as follows:

      A.    A payment of interest  only upon the  execution  of this Note,
            representing the interest that will accrue  hereunder  through
            November 10,1996;

      B.    A constant payment of $43,028.34. (such amount hereinafter the
            "Monthly Debt Service Payment Amount"), on the eleventh day of
            December, 1996, and on the eleventh day of each calendar month
            thereafter  up to and  Including the eleventh day of November,
            2016,  each of such  payments to be applied (a) to the payment
            of  interest   computed  at  the  Initial  Interest  Rate  (as
            hereinafter  defined);  and (b) the balance applied toward the
            reduction of the principal sum; and

      C.    The balance of said principal  sum,  together with all accrued
            and unpaid  interest  thereon and any other  amounts due under
            this Note  shall be due and  payable  on the  eleventh  day of
            December, 2016 (the" Maturity Date").

Interest on the  principal  sum of this Note shall be calculated on the basis of
the actual number of days elapsed in a  three-hundred-sixty  (360) day year. The
constant  payment required  hereunder is based upon an amortization  schedule of
twenty  (20) years.  All  amounts  due under this Note shall be payable  without
setoff, counterclaim or any other deduction whatsoever.

      1.    The term 'Applicable  Interest Rate" as used in this Note shall mean
from (a) the date of this Note through but not including the Optional Prepayment
Date (as hereinafter  defined), a rate of Nine and Fifty Five Hundredths percent
(9.55%)  per annum  (the  "Initial  Interest  Rate')  and (b) from and after the
Optional  Prepayment  Date through and  including  the date this Note is paid in
full,  a rate per annum equal to the greater of (I) the  Initial  Interest  Rate
plus  five (5)  percentage  points  or (ii) the  Treasury  Rate (as  hereinafter
defined) plus five (5)  percentage  points (the "Revised  Interest  Rate").  For
purposes  of this Note,  (A) the term  "Optional  Prepayment  Date"  shall mean,
December  11,  2011 and (B) the  term  'Treasury  Rate"  shall  mean,  as of the
Optional Prepayment Date, the yield, calculated by linear interpolation (rounded
to the nearest one  thousandth of one percent  [i.e.,  0.001%]) of the yields of
noncallable  United States Treasury  obligations  with terms (one longer and one
shorter) most nearly  approximating the period from the Optional Prepayment Date
to the Maturity  Date, as  determined  by Payee on the basis of Federal  Reserve
Statistical  Release  H.15-Selected   Interest  Rates  under  the  heading  U.S.
Governmental  Security/Treasury  Constant Maturities, or other recognized source
of financial market information selected by Payee.

      2.    This Note is  evidence of that  certain  loan made by Payee to Maker
contemporaneously herewith (the "Loan"). This Note is secured by (a) a Mortgage,
Assignment  of Leases and Rents and Security  Agreement of even date herewith in
the  amount of this  Note,  given by Maker for the use and  benefit of Payee and
covering  the fee  estate  of Maker in  certain  premises  as more  particularly
described  therein (the  "Mortgage"),  (b) an  Assignment of Leases and Rents of


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even date herewith  executed by 58 Maker in favor of Payee (the  "Assignment  of
Leases'),  and (a) the other Loan Documents (as hereinafter  defined).  The term
"Loan  Documents"' as used in this Note relates  collectively  to this Note, the
Mortgage,  the Assignment of Leases,  and any and all other documents  securing,
evidencing or guaranteeing all or any portion of the Loan or otherwise  executed
and/or delivered in connection with this Note and the Loan.

      3.    If any sum payable  under this Note is not paid on the date on which
it is due. Maker shall pay to Payee upon demand an amount equal to the lesser of
five  percent  (5%)  of such  unpaid  sum or the  maximum  amount  permitted  by
applicable law in order to defray a portion of the expenses incurred by Payee in
handling and processing such delinquent  payment and to compensate Payee for the
loss of the use of such delinquent payment. if the day when any payment required
under  this Note is due is not a Business  Day (as  hereinafter  defined),  then
payment  shall  be due on the  first  Business  Day  immediately  prior  to that
required payment date. The term "Business Day" shall mean a day other than (i) a
Saturday  or  Sunday.  or (ii) any day on which  banking  and  savings  and loan
institutions  in New York are authorized or obligated by law or executive  order
to be closed.

      4     The  whole of the  principal  sum of this  Note,  together  with all
interest  accrued  and  unpaid  thereon  and all  other  sums due under the Loan
Documents (all such sums hereinafter collectively referred to as the "Debt"), or
any portion thereof,  shall without notice become immediately due and payable at
the option of Payee (i) if any payment  required in this Note is not paid on the
date on which  it is due;  or (ii)  upon the  happening  of any  other  Event of
Default  (as  defined  in the  Mortgage).  In the event  that it  should  become
necessary  to employ  counsel to  collect  or enforce  the Debt or to protect or
foreclose  the  security  therefor,  Maker also shall pay on demand all costs of
collection  incurred by Payee,  including  attorneys' fees and costs  reasonably
incurred for the services of counsel whether or not suit be brought.

      5     Maker  does  hereby  agree that upon the  occurrence  of an Event of
Default  (including  upon  the  failure  of Maker to pay the Debt in full on the
Maturity Date),  Payee shall be entitled to receive and Maker shall pay interest
on the entire  unpaid  principal  sum and any other  amounts  due at a rate (the
"Default  Rate")  equal to the  lesser  of  (a)the  maximum  rate  permitted  by
applicable law, or (b) five percent (5%) above the Applicable  Interest Rate The
Default Rate shall be computed from the occurrence of the Event of Default until
the actual receipt and  collection of the Debt (or that portion  thereof that is
then due).  This  charge  shall be added to the Debt and shall be secured by the
Mortgage.  This  paragraph,  however,  shall not be construed as an agreement or
privilege to extend the date of the payment of the Debt,  nor as a waiver of any
other right or remedy accruing to Payee by reason of the occurrence of any Event
of Default.

      6.    This Note may not be prepaid prior to the Optional  Prepayment Date;
provided,  however,  Maker  shall  have the right  and  option  to  release  the
Mortgaged Property (as defined in the Mortgage) from the lien of the Mortgage in
accordance  with the  terms and  provisions  set  forth in  Paragraph  56 of the
Mortgage (the  "Defeasance  Option").  Notwithstanding  the foregoing  sentence,
Maker shall have the  privilege to prepay the entire  principal  balance of this
Note and any other amounts  outstanding on any scheduled payment date during the
three (3) months  preceding the Optional  Prepayment Date without payment of the
Yield  Maintenance  Premium (as defined in the Mortgage) or any other premium or
penalty.  In  addition,  on the  Optional  Prepayment  Date or on any  scheduled
payment date thereafter,  the Maker may, at its option and upon thirty (30) days
prior  written  notice  from  Maker  to  Payee,  prepay  in whole or in part the
outstanding  principal  balance of this Note and any other  amounts  outstanding
without  payment  of the  Yield  Maintenance  Premium  or any other  premium  or
penalty.  If prior to the Optional  Prepayment Date and following the occurrence
of any Event of Default,  Maker shall tender payment of an amount  sufficient to
satisfy the Debt at any time prior to a sale of the Mortgaged  Property,  either
through  foreclosure  or the exercise of the other  remedies  available to Payee
under the  Mortgage,  such tender by Maker shall be deemed to be  voluntary  and
Maker shall pay, in addition to the Debt, the Yield Maintenance Premium, it any,
that would be required under the Defeasance Option.





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      7     (a)   From and after the date that the Cash Management Agreement (as
defined in the  Mortgage)  is executed  pursuant to Paragraph 57 of the Mortgage
until the Optional  Prepayment  Date, Maker shall cause all Rents (as defined in
the  Mortgage)  and other sums  collected  from, or arising with respect to, the
Mortgaged Property to be deposited in the deposit account (the "Deposit Account)
established  pursuant  to the Cash  Management  Agreement.  The Cash  Management
Agreement shall require the deposit bank to wire all amounts that it receives in
the Deposit Account to the Maker on a weekly basis,  provided,  however, that on
the sixth (6th) day of each month (or if such 6th day is not a Business Day, the
first  Business Day  preceding  such day) the deposit bank shall wire the amount
collected in the Deposit Account to the Maker.

            (b)  For each calendar year commencing on December 11, 2010, and for
each  calendar  year  thereafter,  the Maker  shall  submit to the Payee for the
Payee's  written  approval an annual budget (an "Annual  Budget") not later than
sixty  (60)  days  prior to the  commencement  of such  calendar  year,  in form
satisfactory  to Payee  setting  forth in  reasonable  detail  budgeted  monthly
operating  income and  monthly  operating  capital  and other  expenses  for the
Mortgaged  Property.  Each Annual  Budget  shall  contain,  among other  things.
limitations on management  fees, third party service fees, and other expenses as
the Payee may reasonably  determine.  Payee shall have the right to approve such
Annual Budget and in the event that Payee objects to the proposed  Annual Budget
submitted by Maker,  Payee shall advise Maker of such objections  within fifteen
(15) days after  receipt  thereof (and  deliver to Maker a  reasonably  detailed
description  of such  objections)  and Maker shall  within  three (3) days after
receipt of notice of any such objections  revise such Annual Budget and resubmit
the same to Payee.  Payee shall advise Maker of any  objections  to such revised
Annual Budget within ten (10) days after receipt thereof (and deliver to Maker a
reasonably  detailed  description of such  objections)  and Maker shall promptly
revise the same in accordance  with the process  described in this  subparagraph
until the Payee  approves an Annual  Budget.  provided,  however,  that if Payee
shall not advise Maker of its  objections  to any proposed  Annual Budget within
the  applicable  time  period set forth in this  paragraph,  then such  proposed
Annual  Budget  shall be deemed  approved  by Payee.  Each  such  Annual  Budget
approved by Payee in accordance with terms hereof shall  hereinafter be referred
to as an "Approved Annual Budget" Until such time that Payee approves a proposed
Annual Budget,  the most recently  Approved Annual Budget shall apply;  provided
that, such Approved Annual Budget shall be adjusted to reflect actual  increases
in real estate taxes, insurance premiums and utilities expenses.

      8.    In the event that the Maker  does not  prepay  the entire  principal
balance of this Note and any other amounts outstanding on or before the Optional
Prepayment  Date, the provisions of  subparagraph  7(b) as set forth above shall
remain in full force and  effect,  and the  following  subparagraphs  also shall
apply:

      (a)   From and after the Optional  Prepayment Date,  interest shall accrue
on the unpaid  principal  balance from time to time  outstanding on this Note at
the Revised Interest Rate. Interest accrued at the Revised Interest Rate and not
paid pursuant to the preceding  sentence shall be deferred and added to the Debt
and shall earn interest at the Revised  Interest Rate to the extent permitted by
applicable  law  (such  accrued  interest  is  hereafter   defined  as  "Accrued
Interest").  All of the Debt,  including any Accrued Interest.  shall be due and
payable on the Maturity Date.

      (b)   Maker shall pay on the Optional Prepayment Date and the eleventh day
of each  calendar  month  thereafter  up to and  including the Maturity Date the
following payments from Rents in the listed order of priority:

      (i)   First,  payments to the Tax and Insurance Escrow Fund (as defined in
            the  Mortgage) in  accordance  with the terms and  conditions of the
            Mortgage;

      (ii)  Second,  a payment of the Monthly Debt Service  Payment Amount to be
            applied  first to the  payment of  interest  computed at the Initial
            Interest  Rate with the  remainder  applied to the  reduction of the
            outstanding principal balance of the Note;




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<PAGE>



      (iii) Third,  payments to the  Replacement  Escrow Fund (as defined in the
            Mortgage)  in  accordance  with  the  terms  and  conditions  of the
            Mortgage;

      (iv)  Fourth, payments for monthly Cash Expenses (as hereinafter defined).
            less management fees payable to affiliates of Maker, pursuant to the
            terms and conditions of the related Approved Annual Budget;

      (v)   Fifth,  payment for Extraordinary  Expenses (as hereinafter defined)
            approved by Payee, if any;

      (vi)  Sixth.  payments to the Payee to be applied  against the outstanding
            principal due under this Note until such principal amount is paid in
            full;

      (vii) Seventh, payments to the Payee for Accrued interest;

      (viii)Eighth,  payments  to the Payee of any other  amounts  due under the
            Loan Documents; and

      (ix)  Lastly, payment to the Maker of any excess amounts.

      (c)   Nothing in this paragraph 8 shall limit,  reduce or otherwise affect
Maker's obligations to make payments of the Monthly Debt Service Payment Amount,
payments to the Tax and Insurance Escrow Fund, the Replacement  Escrow Fund, and
payments of other  amounts  due  hereunder  and under the other Loan  Documents,
whether or not Rents are available to make such payments.

      (d)   In the event that the Maker must  incur an  extraordinary  operating
expense or capital expense not set forth in the Annual Budget or allotted for in
the Replacement  Escrow Fund (each an "Extraordinary  Expense"),  then the Maker
shall  promptly  deliver  to Payee a  reasonably  detailed  explanation  of such
proposed Extraordinary Expense for the Payee's approval.

      (e)   For the purposes of this Note, "Cash  Expenses" shall mean.  for any
period,  the  operating  expenses  for  the  Operation  and  maintenance  of the
Mortgaged  Property as set forth in an Approved Annual Budget to the extent that
such  expenses are actually  incurred by Maker minus  payments  into the Tax and
Insurance Escrow Fund, and the Replacement Escrow Fund.

      9.    It is expressly  stipulated and agreed to be the intent of Maker and
Payee at all times to comply  with  applicable  state law or  applicable  United
States federal law (to the extent that it permits Payee to contract for, charge,
take, reserve, or receive a greater amount of interest than under state law) and
that this  paragraph  shall control  every other  covenant and agreement In this
Note and the other Loan  Documents If the  applicable  law (state or federal) is
ever judicially interpreted so as to render usurious any amount called for under
this Note or under any of the other Loan Documents,  or contracted for, charged,
taken, reserved, or received with respect to the Debt, or if Payee's exercise of
the option to accelerate  the Maturity Date, or if any prepayment or exercise of
any  Defeasance  Option by Maker  results in Maker  having paid any  interest in
excess of that  permitted by applicable  law, then it is Payee's  express intent
that all excess amounts theretofore  collected by Payee shall be credited on the
principal  balance  of this Note and all other Debt and the  provisions  of this
Note and the other Loan Documents immediately be deemed reformed and the amounts
thereafter  collectible hereunder and thereunder reduced,  without the necessity
of the execution of any new documents,  so as to comply with the applicable law,
but so as to permit the  recovery of the  fullest  amount  otherwise  called for
hereunder  or  thereunder.  All sums  paid or agreed to be paid to Payee for the
use,  forbearance,  or detention of the Debt shall,  to the extent  permitted by
applicable law, be amortized,  prorated,  allocated,  and spread  throughout the
full stated term of the Debt until payment in full so that the note or amount of
interest  on account of the Debt does not exceed the  maximum  lawful  rate from
time to time in  effect  and  applicable  to the Debt for so long as the Debt is
outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan  Documents, it is not the intention of Payee to accelerate the









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maturity of any interest  that has not accrued at the time of such  acceleration
or to collect unearned interest at the time of such acceleration.

      10.   This Note may not be modified,  amended, waived, extended,  changed.
discharged or  terminated  orally or by any act or failure to act on the part of
Maker or Payee,  but only by an agreement in writing signed by the party against
whom enforcement of any  modification,  amendment,  waiver,  extension,  change.
discharge or  termination is sought.  Whenever  used, the singular  number shall
include the plural,  the plural the singular,  and the words "Payee" and "Make?'
shall  include  their  respective  successors,  assigns,  heirs,  executors  and
administrators.  If  Maker  consists  of more  than one  person  or  party,  the
obligations  and  liabilities  of each such  person or party  shall be joint and
several.

      11.   Maker and all others who may become liable for the payment of all or
any part of the Debt do  hereby  severally  waive  presentment  and  demand  for
payment,  notice of dishonor,  protest, notice of protest, notice of nonpayment,
notice of intent to  accelerate  the  maturity  hereof and of  acceleration.  No
release of any  security  for the Debt or any person  liable for  payment of the
Debt, no extension of time for payment of this Note or any  installment  hereof,
and no  alteration,  amendment or waiver of any provision of the Loan  Documents
made by agreement  between  Payee and any other  person or party shall  release,
modify,  amend,  waive,  extend,  change.  discharge,  terminate  or affect  the
liability of Maker,  and any other  person or party who may become  liable under
the Loan Documents for the payment of all or any part of the Debt.

      12    Subject to the qualifications below.  Payee  shall not  enforce  the
liability  and  obligation  of Maker to  perform  and  observe  the  obligations
contained in this Note,  the Mortgage or the other Loan  Documents by any action
or proceeding  wherein a money judgment  shall be sought  against Maker,  except
that Payee may bring a foreclosure action, an action for specific performance or
any other  appropriate  action or  proceeding  to enable  Payee to  enforce  and
realize  upon its  interest  under this Note,  the  Mortgage  and the other Loan
Documents,  or in the Mortgaged  Property,  the Rents,  or any other  collateral
given to Payee pursuant to the Loan Documents;  provided.  however, that, except
as specifically  provided herein,  any judgment in any such action or proceeding
shall be enforceable against Maker or its partners only to the extent of Maker's
or its  partners'  interest in the Mortgaged  Property,  in the Rents and in any
other collateral given to Payee, and Payee, by accepting this Note, the Mortgage
and the other Loan  Documents,  agrees that it shall not sue for, seek or demand
any  deficiency  judgment  against  Maker or its  partners in any such action or
proceeding  under or by reason of or under or in connection  with this Note, the
Mortgage or the other Loan  Documents,  The provisions of this  paragraph  shall
not. however,  (a) constitute a waiver,  release or impairment of any obligation
evidenced or secured by any of the Loan Documents; (b) impair the right of Payee
to name Maker as a party  defendant  in any action or suit for  foreclosure  and
sale under the  Mortgage;  (c)  affect the  validity  or  enforceability  of any
guaranty made in  connection  with the Loan or any of the rights and remedies of
the Payee thereunder: (d) impair the right of Payee to obtain the appointment of
a  receiver;  (e)  impair the  enforcement  of the  Assignment  of Leases or the
Environmental  Indemnity;  or (t)  constitute  a waiver of the right of Payee to
enforce the liability and  obligation of Maker,  by money judgment or otherwise,
to the extent of any loss,  damage,  cost,  expense,  liability,  claim or other
obligation  incurred by Payee  (including  attorneys' fees and costs  reasonably
incurred) arising out of or in connection with the following:

      (a)   fraud or intentional  misrepresentation by Maker or any guarantor in
            connection with the Loan;

      (b)   the gross negligence or willful misconduct of Maker;

      (c)   physical waste of the Mortgaged Property;

      (d)   the   breach   of  any   representation,   warranty,   covenant   or
            indemnification   provision  in  that  certain   Environmental   and
            Hazardous Substance  Indemnification Agreement of even date herewith
            given by Maker to Payee or in the Mortgage concerning  environmental
            laws, hazardous substances and asbestos;


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      (e)   the removal or disposal  of any  portion of the  Mortgaged  Property
            after an Event of Default;

      (t)   the  misapplication  or  conversion  by Maker  of (i) any  insurance
            proceeds paid by reason of any loss,  damage or  destruction  to the
            Mortgaged  Property,  (ii) any awards or other  amounts  received in
            connection  with  the  condemnation  of  all  or a  portion  of  the
            Mortgaged Property, or (iii) any Rents (as defined in the Mortgage),
            following an Event of Default;

      (g)   costs incurred by Payee  (including  reasonable  attorneys' fees) in
            the  collection  or  enforcement  of the  Debt,  the  protection  or
            foreclosure of the security therefor, or the enforcement of the Loan
            Documents;

      (h)   failure to pay taxes  (provided that the liability cf Maker shall be
            only for amounts in excess of the amount held by Payee in escrow for
            the payment of taxes, computed without taking into consideration any
            portion  of  any  such  escrow  that  Payee  may  have   applied  in
            satisfaction  of any  portion of the Debt  other than those  taxes),
            assessments,  changes for labor or materials  or other  charges that
            can create liens on any portion of the Mortgaged Property; and

      (i)   any  security  deposits  collected  with  respect  to the  Mortgaged
            Property which are not delivered to Payee upon a sale or foreclosure
            of the Mortgaged Property or other action in lieu thereof, except to
            the extent any such  security  deposits  were applied in  accordance
            with the terms and  conditions  of any of the Leases (as  defined in
            the Mortgage)  prior to the  occurrence of the Event of Default that
            gave rise to such sale or foreclosure or action in lieu thereof.

      Notwithstanding  anything to the  contrary in this Note or any of the Loan
Documents,  (i) Payee  shall not be deemed to have  waived any right which Payee
may have under Section 506(a),  506(b),  1111(b) or any other  provisions of the
U.S.  Bankruptcy Code to file a claim for the full amount of the Debt secured by
the Mortgage or to require that all  collateral  shall continue to secure all of
the Debt owing to Payee in accordance with the Loan Documents, and (ii) the Debt
shall be fully recourse to Maker, in the event that:

      (i)   the first full monthly  payment of principal and interest under this
            Note is not paid when due;

      (ii)  Maker fails to permit on site inspections of the Mortgaged Property,
            fails to provide  financial  information  (if  unremedied  after any
            applicable  notice and cure period under the Mortgage),  or fails to
            maintain its status as a single purpose entity, each as required by,
            and in accordance with the terms and provisions of; the Mortgage;

      (iii) Maker  fails  to  obtain  Payee's  prior  written   consent  to  any
            subordinate  financing  or  other  voluntary  lien  encumbering  the
            Mortgaged Property; or

      (iv)  Maker  fails  to  obtain  Payee's  prior  written   consent  to  any
            "Transfer"  (as  defined  in  the  Mortgage),  as  required  by  the
            Mortgage.

      13.   Maker  (and  the  undersigned   representative  of  Maker,  if  any)
represents  that Maker has full  power,  authority  and legal  right to execute,
deliver and perform its obligations  pursuant to this Note, the Mortgage and the
other  Loan  Documents  and that this  Note,  the  Mortgage  and the other  Loan
Documents constitute valid and binding obligations of Maker.












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      14.   All  notices or other  communications  required or  permitted  to be
given  pursuant  hereto  shall be given in the manner  specified in the Mortgage
directed to the parties at their respective addresses as provided therein

      15.   MAKER  HEREBY  AGREES  NOT TO  ELECT  A TRIAL  BY JURY OF ANY  ISSUE
TRIABLE  OF RIGHT BY JURY,  AND  WAIVES  ANY RIGHT TO TRIAL BY JURY FULLY TO THE
EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER  EXIST WITH REGARD TO THE LOAN
DOCUMENTS,  OR ANY CLAIM,  COUNTERCLAIM  OR OTHER ACTION  ARISING IN  CONNECTION
THEREWITH.  THIS  WAIVER  OF  RIGHT TO  TRIAL  BY JURY IS  GIVEN  KNOWINGLY  AND
VOLUNTARILY BY MAKER,  AND IS INTENDED TO ENCOMPASS  INDIVIDUALLY  EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE  ACCRUE.
PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY MAKER.

      16.   This Note shall be governed by and construed in accordance  with the
laws of the State of  Florida,  in which  the real  property  encumbered  by the
Mortgage is located, and the applicable laws of the United States of America.

      Maker has duly executed this Note the day and year first above written.

                     MAKER:

                     HERITAGE INN ASSOCIATES, L.P., a Georgia limited
                     partnership, by its general partner, BLM EB ORLANDO. INC.,
                     a Delaware corporation

                     By:    /s/ Douglas C. Collins
                            ----------------------
                           Name and Title:  Douglas C. Collins, President















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