ADJUSTABLE RATE NOTE


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$4,000,000.00                                                     March 31, 1999

         FOR VALUE RECEIVED the  undersigned  promises to pay to the order
of EMPIRE FINANCIAL  SERVICES,  INC., at its main office in Milledgeville,
Georgia,  or at such place as the holder may designate,  the principal sum
of FOUR MILLION AND NO/100  DOLLARS,  ($4,000,000.00)  plus  interest from
date on that part of the outstanding principal which has not been paid.

         Beginning  on the date of this  Note,  the  undersigned  will pay
interest at a yearly  rate of eight and  three-eighths  percent  (8.375%).
Monthly  payments at this interest rate will be Thirty Four Thousand Three
Hundred Ninety Seven and 12/100 Dollars  ($34,397.12) and shall be due and
payable  on the  first  day of  each  month  beginning  May 1,  1999,  and
continuing through the payment due on April 1, 2002.

         Beginning on the first day of April,  2002 and on that day of the
month  every  thirty-six  (36)  months  thereafter  (the "Loan  Adjustment
Date"),  the  interest  rate  applicable  to the  principal  balance  then
outstanding will equal the "Prime Rate" plus five-eighths percent (.625%).
Each  adjusted  interest  rate will be in effect from the Loan  Adjustment
Date (April 1st)  through  March 31st of the third year  thereafter,  with
monthly  payments,  at the adjusted interest rate, to be paid on the first
day of each  month,  beginning  on the  first day of May,  and  continuing
through  the  payment  due on the  first  day of April of the  third  year
thereafter.

         For  purposes of this Note,  the term "Prime Rate" shall mean the
interest  rate  published  in the WALL STREET  JOURNAL,  Eastern  Edition,
identified therein as the "Prime Rate" and currently described as the base
rate on corporate  loans posted by at least 75% of the nation's 30 largest
banks.  The "Prime Rate" published on the last  publication  date prior to
each  Loan   Adjustment   Date  shall  be  the  index  for  interest  rate
adjustments.  In the  event  that the WALL  STREET  JOURNAL  abandons  the
practice of publishing  the Prime Rate,  the Note holder will  designate a
comparable reference or index which shall thereafter be the Prime Rate for
this  Note.  The Note  holder  will  round the amount of the change to the

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nearest  one-eighth  (1/8) of one (1) percentage  point.  Note holder will
notify Borrower of the adjustment to be made and such  notification,  even
if given after the due date of the next monthly  installment,  shall apply
to all  monthly  installments  due after each Loan  Adjustment  Date.  The
monthly  payments  calculated at each Loan Adjustment Date shall be in the
amount that would  completely  amortize the  principal  amount owed on the
Loan  Adjustment  Date by the first day of April,  2019,  if such  monthly
payments were to continue until that date. Monthly payments shall continue
until all of said  interest  and  principal  have been paid in full except
that any balance  remaining unpaid on the first day of March,  2008, shall
be due and payable, with all accrued interest thereon, on that date.

         Each payment  shall be applied  first to accrued  interest and to
other  charges  or fees  accruing  under this Note or the Deed of Trust of
even date  herewith  and the  residue  to  principal.  Any.  amount may be
prepaid on this Note at any time  without  premium or fee,  provided  that
prepayment  of only a portion  of the  balance  due on this Note  shall be
applied to the end of the Note and the monthly  payments shall continue to
be due  without  interruption.  Time is of the  essence of this  contract.
Lender may collect a late charge of 5 cents for each One ($1.00) Dollar of
each  principal  and  interest  payment,  with a  minimum  charge  of Five
Dollars,  for each such  payment  fifteen  (15) days or more in arrears to
cover the extra expense involved in handling  delinquent  payment.  In the
event (a) of a  default  in the  payment  of  principal  and  interest  as
stipulated  herein  (including,   without  limitation,   non-payment  upon
maturity) or default in any other monetary  obligation of the  undersigned
which such default(s)  continue for a period of five (5) days after notice
of such default by Note holder,  or (b) upon failure of the undersigned to
comply with any other  conditions  or covenants  contained in this Note or
any instrument(s)  securing it which such default(s) continue for a period
of fifteen (15) days after  notice of such default by Note holder,  or (c)
upon the  liquidation or dissolution of a Borrower,  endorser or guarantor
that  is a  corporation,  partnership  (general  or  limited)  or  limited
liability  company,   then,  and  in  any  such  event(s),  the  principal
indebtedness  evidenced  hereby,  all accrued  interest and any other sums
advanced  hereunder or pursuant to any other loan documents  shall, at the
option of Note holder and, without further notice to the  undersigned,  at
once become due and payable and may be collected forthwith,  regardless of
the stipulated date of maturity. No omission on the part of Note holder to
exercise such option,  when entitled to do so, shall be construed a waiver

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of such  right.  Upon the  happening  of any event of  default  the entire
unpaid principal  balance shall bear interest at the contract rate then in
effect  until  the  entire  amounts  in  default  have  been  paid  by the
undersigned.  If this Note is  collected  by law or through an attorney at
law,  the  undersigned  shall  pay  all  costs  of  collection,  including
reasonable  attorney's  fees. The undersigned  (whether  maker,  endorser,
surety, guarantor, or other party hereto) severally waives demand, protest
and notice of demand, protest and non-payment. It is agreed that this Note
may be renewed or extended from time to time, in whole or in part, without
the consent of or notice to any endorser,  maker,  guarantor,  surety,  or
other party hereto and without affecting or lessening the liability of any
such person.  The powers granted herein are coupled with an interest,  and
are irrevocable by death or otherwise.  This Note is the joint and several
obligation  of all  makers,  sureties,  guarantors,  endorsers  and  other
parties  hereto,  and shall be binding upon them,  their  heirs,  personal
representatives  and assigns. In this Note and any instrument securing it,
the singular shall include the plural, and the masculine shall include the
feminine and neuter.

         If  from  any  circumstances   whatsoever,   fulfillment  of  any
provision  of  this  Note  or  of  any  other   instrument   securing  the
indebtedness  evidenced  hereby, 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 no event shall any  exaction be possible  under this
Note or under any other  instrument  securing the  indebtedness  evidenced
hereby, that is in excess of the current limit of such validity,  but such
obligation shall be fulfilled to the limit of Such validity.

         This Note is secured by a Tennessee Reed of Trust,  Assignment of
Leases and Rents,  and  Security  Agreement  of even date  executed by the
undersigned to Empire Financial Services, Inc.

          TO  THE  MAXIMUM  EXTENT  IT   MAY LEGALLY  DO SO, THE
          UNDERSIGNED EXPRESSLY  WAIVES ANY  RIGHT  TO TRIAL  BY
          JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF  ACTION OR
          PROCEEDING ARISING UNDER OR WITH RESPECT TO  THIS NOTE
          OR  IN  ANY  WAY  CONNECTED  WITH  OR  RELATED  TO  OR
          INCIDENTAL TO THE DEALINGS OF THE PARTIES  HERETO WITH

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<PAGE>

          RESPECT TO  THIS  NOTE  OR  THE  TRANSACTIONS  RELATED
          HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
          ARISING  AND   IRRESPECTIVE  OF  WHETHER  SOUNDING  IN
          CONTRACT,  TORT  OR  OTHERWISE. TO  THE  EXTENT IT MAY
          LEGALLY DO SO, THE UNDERSIGNED HEREBY  AGREES THAT ANY
          SUCH  CLAIM,  DEMAND,  ACTION,  CAUSE  OF  ACTION,  OR
          PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A
          JURY AND THAT EMPIRE FINANCIAL SERVICES, INC. MAY FILE
          AN ORIGINAL COUNTERPART OR COPY OF THIS NOTE WITH  ANY
          COURT  AS  WRITTEN  EVIDENCE  OF  THE  CONSENT  OF THE
          UNDERSIGNED  TO  THE  WAIVER OF  ITS RIGHT TO TRIAL BY
          JURY.



         --------
         Initials

         WITNESS the hand and seat of the undersigned.

                               SUBURBAN HOLDINGS, L.P. [SEAL]
                               A Georgia Limited Partnership

                               By:  SUBURBAN MANAGEMENT, INC.
                                    A Georgia Corporation

                                    By:
                                       ----------------------------------
                                          Its:
                                              ---------------------------
                               General Partner

         The undersigned  guarantor and surety hereby  guarantees  payment
and  performance  and, to the extent  allowed by law,  waives the right to
require the noteholder to first take action against the principal.

                               SUBURBAN LODGES OF AMERICA, INC. [SEAL]


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

                                    By:
                                       ----------------------------------
                                          Its:
                                              ---------------------------
                                    Guarantor


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<PAGE>


                       SCHEDULE OF OMITTED DOCUMENTS



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



1.       Adjustable  Rate  Note  in  the  original   principal  amount  of
$3,000,000;  interest  rate of 8.25%  (Prime  Rate  plus  one-half  of one
percent); no waiver of jury trial; South Carolina governing law

2.       Adjustable  Rate  Note  in  the  original   principal  amount  of
$3,250,000;  interest rate of 8.50% (Prime Rate plus  three-fourths of one
percent); no waiver of jury trial


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