UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

     FOR AND IN  CONSIDERATION  of the sum of Ten and no/100  Dollars  and
other good and  valuable  considerations,  paid or  delivered  to SUBURBAN
 .LODGES OF AMERICA, INC.  (hereinafter referred to, collectively,  if more
than one, as "Guarantor"),  the receipt and sufficiency whereof are hereby
acknowledged by Guarantor, and for the purpose of seeking to induce EMPIRE
FINANCIAL SERVICES,  INC.  (hereinafter referred to as "Lender") to extend
credit to SUBURBAN HOLDINGS, L.P. (hereinafter referred to as "Borrower"),
which  extension of credit will be to the direct interest and advantage of
Guarantor, Guarantor, jointly and severally, if more than one, does hereby
unconditionally  guarantee  to  Lender  and  its  successors-in-title  and
assigns (a) the full and prompt payment when due,  whether by acceleration
or otherwise,  with such interest as may accrue thereon,  either before or
after maturity  thereof,  of that certain  promissory note dated March 31,
1999 made by  Borrower  to the order of Lender in the  original  principal
amount of FOUR MILLION AND NO/100  ($4,000,000.00)  DOLLARS with a current
principal balance of $4,000,000.00  (hereinafter referred to as the "Note)
together with any renewals,  modifications,  consolidations and extensions
thereof,  (b) the full and prompt  payment and  performance of any and all
obligations  of Borrower  or any other party to Lender  under the terms of
any and all deeds to secure debt,  mortgages,  deeds of trust and security
agreements  now or hereafter  securing the  indebtedness  evidenced by the
Note  (hereinafter  referred  to,  collectively,  if more than one, as the
"Security   Instrument"),   and  (c)  the  full  and  prompt  payment  and
performance  of any and all other  obligations of Borrower to Lender under
any other documents or instruments now or hereafter evidencing,  securing,
or  otherwise  relating  to the  indebtedness  evidenced  by the Note (the
Security  Instrument,  the Loan  Agreement,  and said other  documents and
instruments  being  hereinafter  referred  to  collectively  as the  "Loan
Documents").  Guarantor  does hereby agree that if the Note is not paid by
Borrower in  accordance  with its terms,  or if any and all sums which are
now or may  hereafter  become due from  Borrower to Lender  under the Loan
Documents  are not  paid by  Borrower  in  accordance  with  their  terms,
Guarantor will immediately make such payments. Guarantor further agrees to
pay Lender all expenses  (including  reasonable  attorneys'  fees) paid or
incurred by Lender in endeavoring to collect the indebtedness,  to enforce
the obligations of Borrower  guaranteed hereby, or any portion thereof, or
to enforce this Guaranty.

     Guarantor hereby consents and agrees that Lender may at any time, and
from time to time,  without notice to or further  consent from  Guarantor,
either  with or without  consideration,  surrender  any  property or other
security  of any kind or nature  whatsoever  held by it or by any  person,
firm or  corporation  on its  behalf  or for  its  account,  securing  any
indebtedness or liability hereby guaranteed, substitute for any collateral
so held by it, other  collateral  of like kind,  or of any kind;  agree to
modify  the terms of the Note or the Loan  Documents;  extend or renew the
Note for any period;  grant releases,  compromises  and  indulgences  with
respect to the Note,  or the Loan  Documents and to any person or entities
now or hereafter liable thereunder or hereunder;  release any Guarantor or
any other guarantor or endorser of the Note, the Security Instrument,  the
Loan  Agreement,  or any other of the Loan  Documents;  or take or fail to
take any action of any type whatsoever.  No such action which Lender shall
take or fail to take in  connection  with  the Loan  Documents,  or any of
them, or any security for the payment of the  indebtedness  of Borrower to
Lender  or for the  performance  of any  obligations  or  undertakings  of

<PAGE>

Borrower,  nor any course of dealing  with  Borrower or any other  person,
shall release Guarantor's  obligations hereunder,  affect this Guaranty in
any way or afford Guarantor any recourse against Lender. The provisions of
this Guaranty shall extend and be applicable to all renewals,  amendments,
extensions,  consolidations  and modifications of the Loan Documents,  and
any and all references herein to Loan Documents shall be deemed to include
any such renewals, extensions, amendments, consolidations or modifications
thereof.

     Guarantor  hereby  subordinates  any and all indebtedness of Borrower
now or  hereafter  owed to Guarantor  to all  indebtedness  of Borrower to
Lender; provided, however, that Guarantor may demand or accept payments of
principal  and interest  from  Borrower as long as no event or default has
occurred under any or the Loan  Documents.  Following any event of default
under  any of the  Loan  Documents,  Guarantor  agrees  with  Lender  that
Guarantor  shall not:  (a) demand or accept any  payment of  principal  or
interest  from  Borrower;  (b) claim  any  offset  or other  reduction  of
Guarantor's  obligations  hereunder  because of any such  indebtedness and
shall not take any action to obtain any of the  security  described in and
encumbered by the Security Instrument;  provided, however, that, if Lender
so requests,  such indebtedness shall be collected,  enforced and received
by  Guarantor  as trustee for Lender and be paid over to Lender on account
of the  indebtedness  of  Borrower  to Lender,  but  without  reducing  or
affecting  in any  manner  the  liability  of  Guarantor  under  the other
provisions of this Guaranty.

     Guarantor hereby waives and agrees not to assert or take advantage of
(a) the defense of the statute of limitations  in any action  hereunder or
for  the  collection  of  the  indebtedness  or  the  performance  of  any
obligations hereby guaranteed; (b) any defense that may arise by reason of
the incapacity, lack of authority, death or disability of Guarantor or any
other  person or  entity,  or the  failure  of Lender to file or enforce a
claim against the estate  (either in  administration,  bankruptcy,  or any
other  proceedings)  of  Borrower or any other  person or entity;  (c) any
defense  based on the failure of Lender to give  notice of the  existence,
creation or incurring of any new or additional  indebtedness or obligation
or of any action or non-action on the part of any other person whomsoever,
in connection with any obligation hereby guaranteed; (d) any defense based
upon an election of remedies by Lender which destroys or otherwise impairs
any  subrogation  rights of Guarantor or the right of Guarantor to proceed
against Borrower for reimbursement;  or both; (e) any defense based upon a
failure of Lender to commence an action against Borrower;  (f) any duty on
the part of  Lender  to  disclose  to  Guarantor  any  facts it may now or
hereafter know regarding Borrower;  (g) acceptance of notice of acceptance
of this  Guaranty  by  Lender;  (h) notice of  presentment  and demand for
payment  of  any  of  the  indebtedness  or  performance  of  any  of  the
obligations  hereby  guaranteed;  (i) protest and notice of dishonor or of
default  to   Guarantor  or  to  any  other  party  with  respect  to  the
indebtedness or performance of obligations hereby guaranteed;  (j) any and
all  other  notices  whatsoever  to which  Guarantor  might  otherwise  be
entitled;  (k) any  defense  based on lack of due  diligence  by Lender in
collection,  protection or realization  upon any  collateral  securing the
indebtedness  evidenced by. the Note; and (l) any other legal or equitable
defenses whatsoever to which Guarantor might otherwise be entitled.

     This is a guaranty of payment and  performance and not of collection.
The  liability  of  Guarantor  under  this  Guaranty  shall be direct  and
immediate  and not  conditional  or  contingent  upon the  pursuit  of any
remedies against Borrower or any other person,  nor against  securities or

                                    2

<PAGE>

liens available to Lender, its successor,  successors-in-title,  endorsees
or assigns.  Guarantor  waives any right.  to.  require  that an action be
brought against  Borrower or any other person or to require that resort be
had to any security or to any balance of any deposit  account or credit on
the books of Lender in favor of Borrower or any other person. In the event
of a default under the Loan Documents,  or any of them,  Lender shall have
the right to enforce  its  rights,.  powers  and  remedies  thereunder  or
hereunder  or. under any other  instrument  now or  hereafter  evidencing,
securing or otherwise  relating to the indebtedness  evidenced by the Note
or secured by the  Security  Instrument  or relating  to the  transactions
contemplated by the Loan Agreement,  in any order, and all rights,  powers
and remedies  available to Lender in such event shall be nonexclusive  and
cumulative of all other rights, powers and remedies provided thereunder or
hereunder by law or in equity.  Accordingly,  Guarantor hereby  authorizes
and empowers Lender upon  acceleration of the maturity of the Note, at its
sole discretion, and without notice to Guarantor, to exercise any right or
remedy  which  Lender may have,  including,  but not limited to,  judicial
foreclosure,  exercise of rights of power of sale, acceptance of a deed or
assignment in lieu of  foreclosure,  appointment  of a receiver to collect
rents and profits,  exercise of remedies  against  personal  property,  or
enforcement of any assignment of leases, as to any security, whether real,
personal or intangible. If the indebtedness guaranteed hereby is partially
paid by reason of the  election of Lender,  its  successors,  endorsees or
assigns,  to pursue any of the remedies  available  to Lender,  or if such
indebtedness is otherwise partially paid, this Guaranty shall nevertheless
remain in full force and effect, and Guarantor shall remain liable for the
entire unpaid balance of the indebtedness  guaranteed hereby,  even though
any rights which  Guarantor may have against  Borrower may be destroyed or
diminished  by  the  exercise  of  any  such  remedy.  Until  all  of  the
obligations  of Borrower to Lender have been paid and  performed  in full,
Guarantor  shall have no right of subrogation to Lender against  Borrower,
and Guarantor  hereby waives any rights to enforce any remedy which Lender
may have against  Borrower and any rights to  participate  in any security
for the Note.

     In the event that the Lender  selects  non-judicial  foreclosure as a
remedy for Borrower's  default,  the Guarantor's rights to subrogation can
be destroyed  and  Guarantor  may, as a result  thereof,  be entitled to a
defense against a deficiency action.  Guarantor,  nevertheless,  knowingly
and voluntarily waives any such defense and acknowledges liability for any
deficiency.

     Guarantor hereby authorizes Lender,  without notice to Guarantor,  to
apply all payments and credits received from Borrower or from Guarantor or
realized  from any security in such manner and in such  priority as Lender
in its sole judgment shall see fit to the  indebtedness,  obligations  and
undertakings which are the subject of this Guaranty.

     The books and records of Lender  showing the accounts  between Lender
and Borrower  shall be  admissible in evidence in any action or proceeding
hereon as prima facie proof of the items set forth therein.

     Guarantor  acknowledges that this Guaranty was negotiated,  executed,
and  delivered  in the  State  of  Georgia,,  and  shall be  governed  and
construed in accordance  with the law of the State of Georgia,  regardless
of the situs of any other Loan Documents.

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<PAGE>

Guarantor  hereby (a)  submits to  personal  jurisdiction  in the State of
Georgia for the  enforcement of this Guaranty,  and (b) waives any and all
personal  rights  under the law of any  state to  object  to  jurisdiction
within the State of Georgia for the purposes of litigation to enforce this
Guaranty.  Nothing  contained herein,  however,  shall prevent Lender from
bringing  any action or  exercising  any rights  against  any  security or
against Guarantor personally, or against any property of Guarantor, within
any other state.  Initiating  such proceeding or taking such action in any
other  state  shall  in no event  constitute  a  waiver  of the  agreement
contained  herein  that the law of the State of Georgia  shall  govern the
rights  and  obligations  of  Guarantor  and  Lender  hereunder  or of the
submission  herein made by Guarantor to personal  jurisdiction  within the
State of Georgia.  The aforesaid means of obtaining personal  jurisdiction
and perfecting service of process are not intended to be exclusive but are
cumulative  and in  addition  to all  other  means of  obtaining  personal
jurisdiction and perfecting  service of process now or hereafter  provided
by the law of the State of Georgia.

     Each  Guarantor  warrants and represents to Lender that all financial
statements  heretofore  delivered by him to Lender are true and correct in
all respects as of the date hereof.

Each Guarantor waives any and all homestead and exemption rights available
by virtue of the  Constitution or the laws of the United States of America
or of any state as against  this  Guaranty,  and  renewal  hereof,  or any
indebtedness  represented hereby, and does transfer,  convey and assign to
Lender a  sufficient  amount  of such  homestead  or  exemption  as may be
allowed,  including  such  homestead  or  exemption as may be set apart in
bankruptcy,  to pay all amounts due  hereunder 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  Lender  a
sufficient  amount  of  property  or money  set apart as exempt to pay the
indebtedness  guaranteed hereby, or any renewal thereof,  and does hereby,
jointly and  severally,  appoint Lender the  attorney-in-fact  for each of
them, to claim any and all homestead exemptions allowed by law.

     This  Guaranty  may not be changed  orally,  and,  no  obligation  of
Guarantor  can be  released or waived by Lender or any officer or agent of
Lender,  except by a writing signed by a duly authorized officer of Lender
and bearing the seal of Lender.  This  Guaranty  shall be  irrevocable  by
Guarantor so long as the Loan  Agreement  shall remain in effect and until
all  indebtedness  guaranteed  hereby has been  completely  repaid and all
obligations and  undertakings of Borrower under, by reason of, or pursuant
to the Loan Documents have been completely performed.

     Any and all  notices,  elections,  demands,  requests  and  responses
thereto  permitted or required to be given under this Guaranty shall be in
writing, signed by or on behalf of the party giving the same, and shall be
deemed to have been  properly  given and  shall be  effective  upon  being
personally  delivered,  or upon being deposited in the United States mail,
postage prepaid,  certified with return receipt requested, to the party at
the address of such party set forth below or at such other address  within
the continental  United States as such other party may designate by notice
specifically  designated  as a notice of change  of  address  and given in
accordance herewith;  provided,  however,  that the time period in which a
response to any such  notice,  election,  demand or request  must be given
shall commence on the date of receipt  thereof;  and provided further that
no  notice  of  change of  address  shall be  effective  until the date of

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<PAGE>

receipt thereof.  Personal delivery to a party or to any officer, partner,
agent or employee of such party at said address shall constitute  receipt.
Rejection or other  refusal to accept or  inability to deliver  because of
changed address of which no notice has been received shall also constitute
receipt. Any such notice, election,  demand, request or response, if given
to Lender, shall be addressed as follows:

                      EMPIRE FINANCIAL SERVICES, INC.
                           121 EXECUTIVE PARKWAY
                       MILLEDGEVILLE, GEORGIA 31061

and, if given to Guarantor, shall be addressed as follows:

                     SUBURBAN LODGES OF AMERICA, INC.
                     300 GALLERIA PKWY, NW, SUITE 1200
                          ATLANTA, GEORGIA 30339
                    ATTENTION: CHIEF FINANCIAL OFFICER
With copy to:
                     SUBURBAN LODGES OF AMERICA, INC.
                     300 GALLERIA PKWY, NW, SUITE 1200
                          ATLANTA, GEORGIA 30339
                      ATTENTION: CORPORATE SECRETARY

The  provisions of this Guaranty  shall be binding upon each Guarantor and
his successors,  successors-in-title,  heirs,  legal  representatives  and
assigns  and  shall  inure  to the  benefit  of  Lender,  its  successors,
successors-in-title,   heirs,  legal  representatives  and  assigns.  This
Guaranty  shall in no event be impaired  by any change  which may arise by
reason of the death of Borrower or Guarantor, if individuals, or by reason
of the dissolution of Borrower or Guarantor, if Borrower or Guarantor is a
corporation or partnership.

     As used herein,  the terms "each Guarantor" and "any Guarantor" shall
refer to the  undersigned  single  Guarantor,  or, if more than one, shall
refer  respectively  to each or any  separate  member  of the  undersigned
collective  Guarantor.  If more than one  person  or  entity  constitutes,
collectively,  Borrower,  all of the  foregoing  provisions  referring  to
Borrower  shall be  construed  to  refer to each  such  person  or  entity
individually  as well as  collectively.  For  example,  if  there  are two
persons who are, collectively, Borrower, this Guaranty shall guarantee the
full and prompt payment and performance of all obligations  under the Loan
Documents  of  Borrower,  and of  each of said  two  persons  constituting
Borrower.

     Each Guarantor has executed this Guaranty  individually  and not as a
partner of Borrower or of any other member of Guarantor.

     If from any circumstances whatsoever fulfillment of any provisions of
this Guaranty,  at the time  performance  of such provision  shall be due,
shall involve  transcending the limit of validity presently  prescribed by
any applicable  usury statute or any other  applicable law, with regard to
obligations of like  character and amount,  then ipso facto the obligation
to be fulfilled shall be reduced to the limit of such validity, so that in

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<PAGE>

no event shall any  exaction be possible  under this  Guaranty  that is in
excess of the current limit of such validity, but such obligation shall be
fulfilled to the limit of such validity.  The provisions of this paragraph
shall control every other provision of this Guaranty.

     Any  provisions  of this  Agreement to the contrary  notwithstanding,
Guarantor hereby waives  Guarantor's right to reimbursement,  contribution
and subrogation with regard to any payments made by Guarantor  pursuant to
the terms of this  Unconditional  Guaranty  of  Payment  and  Performance.
Guarantor  further  agrees to reimburse  Lender for any  payments  made to
Lender  that Lender is  required  to pay over to  Borrower's  Trustee in a
bankruptcy case or as a result of any other judicial proceeding.

     The  Guaranty  is  assignable  by  Lender,  and any  full or  partial
assignment  hereof by Lender  shall  operate to vest in the  assignee  all
rights  and  powers  herein  conferred  upon and  granted to Lender and so
assigned by Lender.

     IN WITNESS  WHEREOF,  Guarantor has executed this Guaranty under seal
as of the 31st day of March, 1999.


                                 SUBURBAN LODGES OF AMERICA, INC. [SEAL]


                                 By: /s/ David Krischer

                                                Its: CEO/President

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<PAGE>

                       SCHEDULE OF OMITTED DOCUMENTS

The  following  documents  are  substantially  the  same as the  foregoing
exhibit except as indicated:

1.       Unconditional Guaranty of Payment and Performance with respect to
note for $3,000,000.

2.       Unconditional Guaranty of Payment and Performance with respect to
note for $3,250,000.



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