AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
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     This Amendment No. 2 to Amended and Restated Credit Agreement
("Amendment No. 2") is dated as of July 17, 1998, and is by and among
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SUBURBAN LODGES OF AMERICA, INC., a Georgia corporation (the "Borrower"),
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the Guarantors set forth herein (together with the Borrower, collectively
the "Loan Parties"), the Banks set forth herein, the Co-Agents set forth
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therein and PNC BANK, NATIONAL ASSOCIATION (formerly PNC Bank, Kentucky,
Inc.), as agent for the Banks (the "Agent").
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     WHEREAS, the Borrower, the Guarantors, the Banks, the Co-Agents and the
Agent are parties to that certain Amended and Restated Credit Agreement
dated as of December 15, 1997, as amended by Amendment No. 1 to the Amended
and Restated Credit Agreement dated as of July 2, 1997 (as amended, the
"Credit Agreement");
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     WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the same meanings given to them in the Credit Agreement; and

     WHEREAS, the parties hereto wish to further amend the Credit Agreement
as set forth herein.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto, intending to be legally bound, agree
as follows:

     1.   Section 8.2.3 of the Credit Agreement (Guaranties) is hereby
amended by inserting immediately before the end of the sentence the
following:

     and that certain Guaranty of Completion and that certain
     Unconditional Guaranty of Payment and Performance, both dated as
     of July 17, 1998, by the Borrower in favor of SunTrust Bank,
     Atlanta relating to a construction loan in favor of L&M Suites I,
     Inc. in the maximum principal amount of $2,600,000.

     2.   The second sentence of Section 8.2 (Subsidiaries, Partnerships and
Joint Ventures) of the Credit Agreement is hereby amended by inserting
immediately before the end of the sentence the following:

     and the Borrower may acquire a 25% ownership interest in L&M
     Suites I, Inc. in exchange for a $200,000 equity contribution.

     3.   The Loan Parties hereby represent to the Agent and the Banks that:
the representations and warranties of the Loan Parties contained in
Article 6 of the Credit Agreement remain true and accurate on and as of the
date hereof (except for representations and warranties which relate solely
to an earlier date or time, which representations and warranties were true
and correct on and as of the specific dates or times referred to therein);
the Loan Parties have performed and are in compliance with all covenants
contained in Article 8 or elsewhere in the Credit Agreement; and no Event of
Default or Potential Default has occurred and is continuing.

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     4.   The Loan Parties hereby agree to reimburse the Agent and the Banks
on demand for all costs, expenses and disbursements relating to this
Amendment No. 2 which are payable by the Loan Parties as provided in
Sections 10.5 and 11.3 of the Credit Agreement.


     5.   The Loan Parties and the Banks intend and agree that, except as
provided herein, the Credit Agreement shall remain in full force and effect
without modification.

     6.   This Amendment No. 2 shall be governed by and construed and
enforced in accordance with the internal laws of the Commonwealth of
Kentucky without reference to its principles of conflicts of law.


                       [SIGNATURE PAGES FOLLOW]


                                  2<PAGE>
             [SIGNATURE PAGE 1 OF 3 OF AMENDMENT NO. 2 TO AMENDED AND
                          RESTATED CREDIT AGREEMENT]

     IN WITNESS WHEREOF, the parties hereto by their officers thereunto duly
authorized, have executed this Amendment No. 2 as of the date first above
written.

                              SUBURBAN LODGES OF AMERICA, INC.


                              By: /s/ David Krischer
                              Title: President


                              SUBURBAN HOLDINGS, L.P.
                              By: Suburban Management, Inc., its sole
                              general partner


                              By: /s/ David Krischer
                              Title: President

                              SLA DEVELOPMENT, INC.


                              By: /s/ David Krischer
                              Title: President


                              SUBURBAN MANAGEMENT, INC.


                              By: /s/ David Krischer
                              Title: CEO

                              SUBURBAN FRANCHISE SYSTEMS, INC.


                              By: /s/ David Krischer
                              Title: CEO


                              SUBURBAN CONSTRUCTION, INC.


                              By: /s/ David Krischer
                              Title: President


<PAGE>
             [SIGNATURE PAGE 2 OF 3 OF AMENDMENT NO. 2 TO AMENDED AND
                           RESTATED CREDIT AGREEMENT]

                              SLA PROPERTIES, INC.


                              By: /s/ Dan J. Berman
                              Title: President


                              LODGING ACQUISITION AND SUPPLY, INC.


                              By: /s/ David Krischer
                              Title: CEO


                              SUBURBAN REALTY CORP.



                              By: /s/ David Krischer
                              Title: President


                              SUBURBAN OF SHARONVILLE, INC.



                              By: /s/ David Krischer
                              Title: President


<PAGE>
             [SIGNATURE PAGE 3 OF 3 OF AMENDMENT NO. 2 TO AMENDED AND
                           RESTATED CREDIT AGREEMENT]

                              PNC BANK, NATIONAL ASSOCIATION, as successor
                              by merger to PNC Bank, Kentucky, Inc.,
                              individually and as Agent


                              By: /s/ Don R. H [unreadable]
                              Title: Assistant Vice President


                              NATIONSBANK, N.A., individually and as Co-
                              Agent


                              By: /s/ S. Ellen Porter
                              Title: Vice President


                              AMSOUTH BANK OF ALABAMA, individually and as
                              Co-Agent


                              By: /s/ Laurence Clark
                              Title: VP


                              SUNTRUST BANK, ATLANTA, individually and as
                              Co-Agent


                              By: /s/ Randall W. Havens
                              Title: First Vice President