### NON-REVOLVING DRAW-DOWN TERM NOTE

|$10,000,000.00 | Birmingham, Alabama | September 27, 2000
|-------------- | ------------------- | ------------------

FOR
VALUE RECEIVED, the undersigned SUBURBAN LODGES OF AMERICA, INC., a Georgia
corporation, SUBURBAN HOLDINGS, L.P., a Georgia limited partnership and SUBURBAN
CONSTRUCTION, INC., a Georgia corporation (hereinafter collectively referred to
as Maker), jointly and severally promise to pay to the order of
SOUTHTRUST BANK, an Alabama banking corporation (hereinafter referred to as
Payee, Payee together with any subsequent Holder(s) hereof,
hereinafter collectively referred to as Holder), at the office of
Payee at One Georgia Center, 600 West Peachtree Street, Suite 450, Atlanta,
Georgia 30308, or at such other place as Holder may designate to Maker in
writing from time to time, the principal sum of Ten Million and No/100 Dollars
($10,000,000.00), together with interest thereon or on so much thereof as is
from time to time outstanding and unpaid (the Note), at the rate
hereinafter set forth, in lawful money of the United States of America, which
shall, at the time of payment, be legal tender in payment of all debts and dues,
public and private, such principal and interest to be paid in the following
manner, to-wit:

From
and after the date hereof until December 31, 2000, interest shall accrue
hereunder at the rate per annum equal to the sum of one hundred seventy-five
(175) basis points (one hundred [100] basis points equals one percent (1%) plus
the LIBOR Rate (the Initial LIBOR Rate). From and after
December 31, 2000 (until maturity or Default as hereinafter provided), interest
shall accrue hereunder at the rate per annum equal to the Adjusted LIBOR
Rate, which is the sum of two hundred (200) basis points (one hundred
[100] basis points equals one percent (1%) plus the LIBOR Rate and
shall be computed on the daily outstanding principal balance hereunder based on
a three hundred sixty (360) day year. LIBOR Rate, as used herein,
means a per annum rate of interest (rounded upwards, if necessary, to the
nearest 1/16 of 1%) equal to the quotient of (i) the London Interbank
Offered Rate (LIBOR) for contracts with a maturity date equal to the
Selected LIBOR Period, as quoted in the MONEY RATES section of
The Wall Street Journal as effective for contracts entered into two (2)
business days prior to the first day of the Applicable Interest Period, divided
by (ii) 1.00 minus any reserve requirement applicable to eurodollar
loans (as such term is defined in Regulation D) for the Applicable
Interest Period (expressed as a decimal). The Applicable Interest
Period shall mean thirty (30) days, but in no event shall such period
extend beyond the Maturity Date. The Adjusted LIBOR Rate for the Applicable
Interest Period shall apply for the duration of such Applicable Interest Period,
except as hereinafter provided.

All
capitalized terms set forth herein shall have the same meanings ascribed to them
in the Loan Agreement (as herein defined) unless otherwise herein defined.

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NOTE:    FLORIDA  DOCUMENTARY  STAMP TAX IN THE AMOUNT OF $12,915.00
AND FLORIDA  NONRECURRING  INTANGIBLE  TAX IN THE AMOUNT OF $2,168.99  WERE PAID
UPON THE RECORDING IN THE PUBLIC RECORDS OF PINELLAS,  COUNTY,  FLORIDA, OF THAT
CERTAIN FIRST AMENDMENT TO MORTGAGE,  ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
DATED OF EVEN DATE HEREOF,  GIVEN BY SUBURBAN HOLDINGS,  L.P., A GEORGIA LIMITED
PARTNERSHIP         IN         FAVOR         OF         SOUTHTRUST          BANK

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Each
of the Initial LIBOR Rate and the Adjusted LIBOR Rate shall be initially
calculated on the date it becomes effective and shall be recalculated by Holder
prior to the commencement of a subsequent Applicable Interest Period. If the
recalculation date falls on a date upon which Payee is not open for business,
the recalculation shall occur on the next business day on which Payee is open
for business. Interest so computed shall accrue for each and every day (360 days
per year), including the day on which funds are initially advanced regardless of
the time of day such advance is made, and including the day on which funds are
repaid unless repayment is credited prior to 2:00 p.m., the close of
Payees business day.

Payments
of principal plus interest on the outstanding principal amount hereunder shall
be payable in such amounts and at such times as more specifically set forth in
the Loan Agreement, up to and including the 30th day of September, 2008 (the
Maturity Date), at which time a balloon payment equal to the entire
unpaid balance of principal and interest will be due and payable in full.

Monthly
payments of principal and/or interest, as applicable, received by Holder on or
prior to the fifth (5th) day following the first (1st) day
of each month shall not be considered late payments constituting a Default
hereunder (or hereinafter defined).

Maker
hereby agrees to pay immediately, upon demand by Holder, a late charge equal to
five percent (5%) of any payment due hereunder if such payment is not made on or
before the tenth (10th) day following the due date applicable to such payment.

In
no event shall the amount of interest due or payable hereunder exceed the
maximum rate of interest allowed by applicable law, and in the event any such
payment is inadvertently paid by Maker or inadvertently received by Holder, then
such excess sum shall be credited as payment of principal, unless Maker shall
notify Holder, in writing, that Maker elects to have such excess sum returned to
it forthwith. It is the express intent hereof that Maker not pay and Holder not
receive, directly or indirectly in any manner whatsoever, interest in excess of
that which may be legally paid by Maker under applicable law.

It
is hereby expressly agreed that should any default be made in the payment of
principal or interest as stipulated above, or should any Event of Default (as
defined therein) be made in the performance of any of the covenants or
conditions contained in the Loan Documents (as that term is
hereinafter defined), or any of them (hereinafter referred to as a
Default), then, in such event, the principal indebtedness evidenced
hereby, and any other sums advanced hereunder or under the Loan Documents, or
any of them, together with all unpaid interest accrued thereon, shall, at the
option of Holder and without further notice to Maker, become due and payable and
may be collected forthwith, regardless of the stipulated date of maturity.
Interest shall accrue on the outstanding principal balance of this Note from the
date of any Default hereunder and for so long as such Default continues,
regardless of whether or not there has been an acceleration of the indebtedness
evidenced hereby as set forth herein, at the rate per annum that is two (2)
percentage points in excess of the rate that would have accrued hereunder had
such Default not occurred, which amount shall be compounded on a monthly basis
until such Default has been cured. All such interest shall be paid at the time
of and as a condition precedent to the curing of any such Default. In addition
to, and not in lieu of, any and all rights and remedies available to Holder, as
of the fifth (5th) day of any month during the term of this Note, or any
extension thereof, Holder shall have the right to disburse proceeds of the loan
to itself sufficient to pay accrued interest due but not otherwise having been
paid by Maker.

Advances
under this Note shall be governed by the terms of the Loan Agreement. Borrower
may prepay this Note in whole or in part at any time without penalty or premium
except as more specifically set forth in the Loan Agreement, but each such
prepayment shall be applied, first, to unpaid interest accrued through the date
of such prepayment, and then to principal.

Time
is of the essence of this Note. In the event this Note, or any part thereof, is
collected by or through an attorney at law, Maker agrees to pay all costs of
collection, including, but not limited to, reasonable attorneys fees
actually incurred.

Presentment
for payment, demand, protest, and notice of demand, protest and non-payment are
hereby waived by Maker. No failure to accelerate the debt evidenced hereby by
reason of default hereunder, acceptance of a past due installment, or
indulgences granted from time to time shall be construed (i) as a novation of
this Note or as a reinstatement of the indebtedness evidenced hereby or as a
waiver of such right of acceleration or of the right of Holder thereafter to
insist upon strict compliance with the terms of this Note, or (ii) to prevent
the exercise of such right of acceleration or any other right granted hereunder
or by the laws of the State of Georgia; and, with the sole exception of any
statute of limitations, Maker hereby expressly waives the benefit of any statute
or rule of law or equity now provided, or which may hereafter be provided, which
would produce a result contrary to, or in conflict with, the foregoing. No
extension of the time for the payment of this Note or any installment due
hereunder, made by agreement with any person now or hereafter liable for the
payment of this Note, shall operate to release, discharge, modify, change or
affect the original liability of Maker under this Note, either in whole or in
part unless Holder agrees otherwise in writing. This Note may not be changed
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, or discharge is sought.

Maker
hereby waives and renounces for itself, its successors and assigns, all rights
to the benefits of any statute of limitations, any moratorium, reinstatement,
marshaling, forbearance, valuation, stay, extension, redemption, appraisement,
exemption and homestead now provided, or which may hereafter be provided by the
Constitution and laws of the United States of America and of any State thereof,
both as to itself and in and to all its property, real and personal, against the
enforcement and collection of the obligations evidenced by this Note. Maker
hereby transfers, conveys and assigns to Holder, a sufficient amount of such
homestead or exemption as may be set apart in bankruptcy, to pay this Note in
full, with all costs of collection, and does hereby direct any trustee in
bankruptcy having possession of such homestead or exemption to deliver to Holder
a sufficient amount of property or money set apart as exempt to pay the
indebtedness evidenced hereby, or any renewal thereof, and does hereby appoint
Holder the attorney-in-fact for Maker to claim any and all homestead exemptions
allowed by law.

Maker
hereby waives any right Maker may have under any applicable law to a trial by
jury with respect to any suit or legal action which may be commenced by or
against Holder concerning the interpretation, construction, validity,
enforcement or performance of this Note or any other agreement or instrument
executed in connection herewith. In the event any such suit or legal action is
commenced by Holder, Maker hereby expressly agrees, consents and submits to the
personal jurisdiction of any state or federal court sitting in Fulton County,
Georgia, with respect to such suit or legal action, and Maker also expressly
consents and submits to and agrees that venue in any such suit or legal action
is proper in said courts and county and Maker hereby expressly waives any and
all personal rights under applicable law or in equity to object to the
jurisdiction and venue in said courts and county. The jurisdiction and venue of
the courts consented and submitted to and agreed upon in this paragraph are not
exclusive but are cumulative and in addition to the jurisdiction and venue of
any other court under any applicable laws or in equity.

Except
as provided otherwise in this Note, all notices and other communications under
this Note are to be in writing and are to be deemed to have been duly given and
to be effective upon delivery to the party to whom they are directed. If sent by
a national overnight courier service or by U.S. Mail, first class, certified,
return receipt requested, postage prepaid, and in either case addressed to any
party at its respective addresses set forth beneath its respective signature
below, such notices, demands and other communications are to be deemed to have
been delivered on the first business day after being entrusted to such courier
or on the fifth business day after being so deposited in the U.S. mail. If
transmitted by telecopy to any party at its respective telecopy number set forth
beneath its respective signature below, such notices, demands and other
communications are to be deemed to have been delivered when so transmitted. Any
party hereto may by written notice to the other designate a different address or
telecopy number for receiving notices under this Note; provided, however, that
no such change of address or telecopy number will be effective until written
notice thereof is actually received by the party to whom such change of address
or telecopy number is sent.

|The address of Maker is: | Suburban Lodges of America, Inc.
                    300 Galleria Parkway, Suite 1200
                    Atlanta, Georgia 30337
                    Attn.:  Chief Financial Officer                       
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|with a copy to:          | Suburban Lodges of America, Inc.
                             300 Galleria Parkway, Suite 1200
                             Atlanta, Georgia 30337
                             Attn.:  Corporate Secretary
|                         | Suburban Holdings, L.P.
 300 Galleria Parkway, Suite 1200
 Atlanta, Georgia 30337
Attn:  Chief Financial Officer                                                                                           
|with a copy to:          | Suburban Holdings, L.P.
300 Galleria Parkway, Suite 1200
Atlanta, Georgia 30337
Attn.:  Corporate Secretary                                                                                                
|                         | Suburban Construction, Inc.
 300 Galleria Parkway, Suite 1200
 Atlanta, Georgia 30337
 Attn:  Chief Financial Officer                                                                                      
|with a copy to:          | Suburban Construction, Inc.
300 Galleria Parkway, Suite 1200
Atlanta, Georgia 30337
Attn:  Corporate Secretary                                                                                             

If
any provisions of this Note or the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent, the remainder of
this Note and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

The
indebtedness evidenced by this Note and the obligations created hereby are
secured by the Security Deeds (as such term is defined in the Loan Agreement),
together with that certain Loan Agreement dated as of February 18, 2000 by and
between Maker and Payee, as modified by that certain Amended and Restated Loan
Agreement dated of even date hereof by and between Maker and Payee (the
Loan Agreement), and all other documents evidencing or securing or
in any way related to the indebtedness evidenced hereby, herein referred to
collectively as the Loan Documents entered into by and between Maker
and Payee concerning certain extended stay hotels located in Minneapolis,
Minnesota, Columbus, Ohio, Chicago, Illinois, El Paso, Texas, San Antonio,
Texas, Dallas, Texas, Chattanooga, Tennessee and Tampa, Florida, some of which
Loan Documents have previously been or are to be filed for record in the
appropriate public records of said locations, and this Note is the Term Note
referred to in the Loan Agreement. The sums being advanced hereunder are being
advanced pursuant to the terms of the Loan Agreement and shall be governed by
all of the terms and conditions of the Loan Agreement.

This
Note is intended as a contract under, and shall be construed and enforceable in
accordance with, the laws of the State of Georgia.

As
used herein, the terms Maker, Payee and
Holder shall be deemed to include their respective heirs,
successors, legal representatives, and assigns, whether by voluntary action of
the parties or by operation of law.

[Signatures on following page]

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IN WITNESS WHEREOF, Maker has executed this Note under seal as of the date first
above written.

| | SUBURBAN LODGES OF AMERICA, INC., a
                                                      Georgia corporation
By:     /s/ Paul A. Criscillis, Jr.  
           Paul A. Criscillis, Jr., Chief Financial Officer                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [CORPORATE SEAL]                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                    
| | SUBURBAN HOLDINGS, L.P., a Georgia
                                                      limited partnership
By:      Suburban Management, Inc., its
            General Partner

By:     /s/ Paul A. Criscillis, Jr.  
           Paul A. Criscillis, Jr., Chief Financial Officer
| | SUBURBAN CONSTRUCTION, INC., a
                                                      Georgia corporation
By:     /s/ Paul A. Criscillis, Jr.  
           Paul A. Criscillis, Jr., Chief Financial Officer                                                                         
| | [CORPORATE SEAL]                                                                                                                                                                                                                                                                   

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