LINE OF CREDIT NOTE
                            -------------------

$15,000,000.00              Birmingham, Alabama          February 18, 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, N.A. (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 2000 RiverEdge Parkway,  Suite 350, Atlanta,  Georgia 30326, or at such
other place as Holder may designate to Maker in writing from time to time,
the principal sum of Fifteen Million and No/100 Dollars  ($15,000,000.00),
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  maturity  or  Default as
hereinafter  provided),  interest  shall accrue  hereunder at the rate per
annum equal to either (a) the  "Adjusted  LIBOR Rate," which is the sum of
two hundred  seventy-five  (275) 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, or (b) the "base rate" currently quoted from
time to time by  Payee as  Payee's  "Base  Rate."  "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 Selected LIBOR Period (expressed as a decimal).  An "Applicable
Interest Period" shall mean either a "Selected Base Period" or a "Selected
LIBOR Period," as herein defined. A "Selected LIBOR Period" shall mean one
(1) of the following  periods of time selected by Borrower in its Interest
Rate Notice, as hereafter provided:  thirty (30), sixty (60), ninety (90),
one hundred  twenty  (120),  or one hundred  eighty (180) days,  but in no
event shall such period  extend  beyond the  Maturity  Date.  The Adjusted
LIBOR Rate for the  Selected  LIBOR Period shall apply for the duration of
such Selected LIBOR Period,  except as hereinafter  provided.  A "Selected
Base  Period"  shall  mean a  period  of time  selected  by  Borrower  (or
otherwise applicable as hereinafter  provided) in its Interest Rate Notice
during which the Base Rate is to apply.

         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.

**************************************************************************
NOTE:  FLORIDA  DOCUMENTARY  STAMP  TAX IN THE  AMOUNT OF  $12,915.00  AND
----
FLORIDA  NONRECURRING  INTANGIBLE TAX IN THE AMOUNT OF $3,649.26 WERE PAID
UPON THE RECORDING IN THE PUBLIC RECORDS OF PINELLAS,  COUNTY, FLORIDA, OF
THAT CERTAIN MORTGAGE,  ASSIGNMENT OF RENTS AND SECURITY AGREEMENT OF EVEN
DATE  HEREWITH  GIVEN  BY  SUBURBAN  HOLDINGS,  L.P.,  A  GEORGIA  LIMITED
PARTNERSHIP IN FAVOR OF SOUTHTRUST BANK, N.A.

**************************************************************************


<PAGE>

         All  amounts  outstanding  on the date of this Note shall  accrue
interest  at a rate per annum  equal to the Base Rate.  Commencing  on the
last day of the Initial Interest Period, and continuing thereafter, or for
each Applicable  Interest Period, as the case may be, while any portion of
this Note  remains  outstanding,  Maker  shall have the option to elect to
have interest on the entire outstanding  principal balance accrue at a per
annum  interest rate equal to either the Adjusted  LIBOR or the Base Rate.
Such  election  shall be made by Maker  giving  Holder  prior  written  or
telecopied notice (or telephonic  notice promptly  confirmed in writing or
by telecopy) of Maker's  interest  rate election and  Applicable  Interest
Period (an "Interest Rate Notice"),  such Interest Rate Notice to be given
to Holder  not later than  11:00  A.M.  (Eastern  Time) on the day of such
requested  Line of Credit  Loan for  Domestic  Loans,  and (ii) 11:00 A.M.
(Eastern  Time)  three (3)  Business  Days prior to the day upon which the
Line of Credit  Loan is  requested  by Maker to be funded  for  Eurodollar
Loans.  Maker  shall be deemed to have  elected  to have  interest  on the
entire outstanding  principal balance of this Note accrue at the Base Rate
during the ensuing Applicable  Interest Period.  Each Interest Rate Notice
shall  be  given by  Maker's  Chief  Executive  Officer,  Chief  Financial
Officer,  Treasurer,  or  such  other  person  who  may be  expressly  and
specifically  designated in writing by any of such persons at such time to
be a representative  of Maker with authority to give Interest Rate Notices
on behalf of Maker.  Holder  shall have no liability to Maker for refusing
to honor any  Interest  Rate Notice  given by any person who Holder is not
reasonably  satisfied is so authorized  to give any such notice.  If Maker
fails to give  notice,  it shall be deemed to have  selected the Base Rate
for the Applicable Interest Period.

         If the Base Rate  increases or decreases at any time or from time
to time during which the Base Rate is in effect, then the rate of interest
hereunder shall be correspondingly increased or decreased effective on the
day on  which  such  increase  or  decrease  of  such  Base  Rate  becomes
effective.  If the Adjusted LIBOR Rate is in effect, it shall be initially
calculated on the date it becomes  effective and shall be  recalculated by
Holder prior to the  commencement  of a subsequent  Selected  LIBOR Period
elected by Borrower in an Interest Rate Notice. 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
(365  days per year for Base  Rate  borrowings,  and 360 days per year for
LIBOR  Rate  borrowings)  on which any  indebtedness  remains  outstanding
hereunder,  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.

         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 31st day of January,  2003
(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  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.

                                    2

<PAGE>

         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.

         It is contemplated that the principal  indebtedness  evidenced by
this  Note  may be  reduced  or  extinguished  from  time to time and that
additional  advances  to be  evidenced  by  this  Note  may be made in the
future.  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

                                    3

<PAGE>

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


                                    4

<PAGE>

                                 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 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 this day concerning certain property 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 are to be filed for record on
or  about  the date  hereof  in the  appropriate  public  records  of said
locations,  and this Note is the Line of Credit  Note  referred  to in the
Loan  Agreement.  The sums being  advanced  hereunder  are being  advanced
pursuant  to Article I,  Section  1.3 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]

                                    5

<PAGE>


         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:
                                       -----------------------------------
                                          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:
                                       -----------------------------------
                                          Paul A. Criscillis, Jr., Chief
                                          Financial Officer


                                    SUBURBAN CONSTRUCTION, INC., a Georgia
                                    corporation


                                    By:
                                       -----------------------------------
                                          Paul A. Criscillis, Jr., Chief
                                          Financial Officer

                                                 [CORPORATE SEAL]



                                    6