### AMENDED AND RESTATED LINE OF CREDIT NOTE

|$15,000,000.00 | 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,  successor  by  conversion  to  SouthTrust  Bank,  N.A., a national
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 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 (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, 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
Applicable Interest Period (expressed as a decimal). The 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 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 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 applicable.

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 $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 DATED AS OF FEBRUARY 18, 2000, GIVEN
BY SUBURBAN HOLDINGS, L.P., A GEORGIA LIMITED PARTNERSHIP IN FAVOR OF SOUTHTRUST
BANK, N.A.

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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), 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 30th day of September, 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.

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 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 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.

Amendment
and Restatement. This Amended and Restated Line of Credit Note is an
amendment and restatement of, and replaces in its entirety, that certain Line of
Credit Note dated February 18, 2000, made by Maker to Payee, in the original
principal amount ofFifteen Million and No/100 Dollars ($15,000,000.00),
the terms of which were modified pursuant to that certain Amended and Restated
Loan Agreement executed by and between Maker and Payee dated of even date
hereof.

[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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