<PAGE>
                                                                    EXHIBIT 10.2


                                 PROMISSORY NOTE

$40,600,000.00                                                 October ___, 2004

         FOR VALUE RECEIVED, the undersigned, EQUITY INNS PARTNERSHIP, L.P., a
Tennessee limited partnership ("MAKER"), hereby promises to pay to the order of
ING USA ANNUITY AND LIFE INSURANCE COMPANY, an Iowa corporation, or any
subsequent holder hereof ("PAYEE"), at the office of Payee, c/o ING Investment
Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia
30327-4349, or at such other place as Payee may from time to time designate in
writing, the principal sum of FORTY MILLION SIX HUNDRED THOUSAND AND NO/100
DOLLARS ($40,600,000.00) and interest thereon from and after the date of
disbursement hereunder at Five and Sixty-Four one-hundredths percent (5.64%) per
annum ("NOTE RATE"), both principal and interest to be paid in lawful money of
the United States of America, as follows:

                  (i) Interest only from and including the date of disbursement
         of the loan proceeds through and including the last day of the month,
         shall be paid on the first day of the month following the date hereof
         or, at the option of Payee, on the date hereof; and

                  (ii) Payments of principal and interest shall be made in
         successive monthly installments commencing on December 1, 2004, and
         continuing on the first day of each and every calendar month thereafter
         up to and including November 1, 2024 (the "MATURITY DATE") or, upon
         exercise of Payee's right under the following paragraph, the Call Date
         as to which Payee has exercised its right, all but the final
         installment thereof to be in the amount of Two Hundred Eighty Two
         Thousand Five Hundred Two and 28/100 Dollars ($282,502.28), and the
         final installment payable on the Maturity Date, or, if earlier, the
         exercised Call Date to be in the full amount of outstanding principal
         of this Promissory Note ("NOTE"), interest and all other sums remaining
         unpaid hereunder and under the Mortgage (as hereinafter defined).

         Each successive full calendar month following the calendar month which
includes the date of this Note shall be referred to herein as "LOAN MONTH", and
each twelve (12) Loan Month period beginning on the first day of the first Loan
Month of this Note shall be referred to herein as a "LOAN YEAR".

         Notwithstanding any provisions of this Note to the contrary, the Payee
reserves the right to declare the entire amount of outstanding principal of this
Note, interest and all other sums remaining unpaid hereunder and under the
Mortgage to be due and payable on either of the following dates (each referred
to as a "CALL DATE," and collectively the "CALL DATES"):

                  (i) November 1, 2014; or

                  (ii) November 1, 2019.


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Such right shall be exercised by Payee, in its sole and absolute discretion, by
giving written notice to Maker at least six (6) months prior to the Call Date as
to which Payee is electing, which notice shall refer to this Note and state the
Call Date elected by Payee. The exercise of such right by Payee shall not
relieve Maker of its obligation to make scheduled payments hereunder, or to pay
any other sums due and owing hereunder, between the date of such notice and the
elected Call Date. The exercise of such right by Payee will result in the
original principal amount of this Note not having been fully amortized by the
payment of the monthly installments hereunder prior to the exercised Call Date,
and Maker shall be obligated to make a payment of the entire amount of
outstanding principal of this Note and interest and all other sums remaining
unpaid hereunder and under the Mortgage on the Call Date.

         All payments on account of the Indebtedness (as hereinafter defined)
shall be applied: (i) first, to further advances, if any, made by the Payee as
provided in the Loan Documents (as hereinafter defined); (ii) next, to any Late
Charge (as hereinafter defined); (iii) next, to interest at the Default Rate (as
hereinafter defined), if applicable; (iv) next, to the Prepayment Premium (as
hereinafter defined), if applicable; (v) next, to interest at the Note Rate on
the unpaid principal balance of this Note unless interest at the Default Rate is
applicable; and (vi) last, to reduce the unpaid principal balance of this Note.
Interest shall be calculated on the basis of a year consisting of 360 days and
with twelve thirty-day months, except that interest due and payable for less
than a full month shall be calculated by multiplying the actual number of days
elapsed in such period by a daily interest rate based on a 360-day year. As used
herein, the term "INDEBTEDNESS" shall mean the aggregate of the unpaid principal
amount of this Note, accrued interest, all Late Charges, any Prepayment Premium,
and advances made by Payee under the Loan Documents.

         In the event any installment of principal or interest due hereunder, or
any escrow fund payment for real estate taxes, assessments, other similar
charges or insurance premiums due under the Mortgage shall be more than ten (10)
days overdue, Maker shall pay to the holder hereof a late charge ("LATE CHARGE")
of four cents ($.04) for each dollar so overdue or, if less, the maximum amount
permitted under applicable law, in order to defray part of the cost of
collection and of handling delinquent payments.

         The terms of this Note are expressly limited so that in no event
whatsoever shall the amount paid or agreed to be paid to the Payee exceed the
highest lawful rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision hereof or any other
documents securing the Indebtedness at the time performance of such provision
shall be due, shall involve the payment of interest exceeding the highest rate
of interest permitted by law which a court of competent jurisdiction may deem
applicable hereto, then, ipso facto, the obligation to be fulfilled shall be
reduced to the highest lawful rate of interest permissible under applicable law;
and if for any reason whatsoever Payee shall ever receive as interest an amount
which would be deemed unlawful, such interest shall be applied to the payment of
the last maturing installment or installments of the principal portion of the
Indebtedness (whether or not then due and payable) and not to the payment of
interest.

         Payment of this Note is secured by a Mortgage, Security Agreement,
Financing Statement and Fixture Filing (the "MORTGAGE") dated on or about this
same date by Maker, as


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Mortgagor, for the benefit of Payee, as Mortgagee, encumbering certain real
estate and other property interests situated in Broward and Palm Beach Counties,
Florida and more particularly described in the Mortgage (collectively, the
"PREMISES"). This Note, the Mortgage, and all other instruments now or hereafter
evidencing, securing or guarantying the loan evidenced hereby are sometimes
collectively referred to as the "LOAN DOCUMENTS". The Mortgage contains "due on
sale or further encumbrance" provisions which, together with all other terms of
the Mortgage, are incorporated herein by this reference.

         Except as expressly stated in this Note, there shall be no right to
prepay the principal portion of the Indebtedness. Maker reserves, however, the
privilege to prepay, in full but not in part, the principal portion of the
Indebtedness on December 1, 2004 (the "LOCKOUT PERIOD") and on any installment
payment date thereafter, upon sixty (60) days prior written notice to the Payee
and payment of a premium (the "PREPAYMENT PREMIUM") which, together with the
amount prepaid shall be sufficient to enable Payee to invest in a U.S. Treasury
obligation or other similar investment selected by Payee for the remaining term
of this Note, or until the next applicable Call Date, whichever is closest, to
produce, as nearly as possible, the same effective yield to the Maturity Date or
to the next applicable Call Date, whichever is closest. The Prepayment Premium
shall be the greater of the following calculations:

                  (i) an amount (the "TREASURY OBLIGATION AMOUNT") equal to the
         sum of (a) the present value of the scheduled monthly installments on
         this Note from the date of prepayment to the Maturity Date or, if
         earlier, the next applicable Call Date, and (b) the present value of
         the amount of principal and interest due on the Maturity Date or, if
         earlier, the next applicable Call Date (assuming all scheduled monthly
         installments due prior thereto were made when due) minus (c) the
         outstanding principal balance of this Note as of the date of
         prepayment. The present values described in clauses (a) and (b) shall
         be computed on a monthly basis as of the date of prepayment, discounted
         at the yield of the U.S. Treasury obligation closest in maturity to the
         Maturity Date or, if earlier, the next applicable Call Date, as
         published in the Federal Reserve Statistical Release H.15 (519)
         Selected Interest Rates listed under the U.S. Governmental Securities,
         Treasury Constant Maturities ("TREASURY RATE"). The Treasury Rate so
         used shall be the "Week Ending" yield for the week immediately
         preceding the date of such prepayment. If no Treasury Constant
         Maturities are published for the specific length of time from the date
         of prepayment of this Note to the Maturity Date or to the next
         applicable Call Date, whichever is next to occur, the Treasury Rate
         that shall be used shall be computed based on a linearly interpolated
         interest rate yield between the two Treasury Constant Maturities that
         (i) most closely correspond with the Maturity Date, or the next
         applicable Call Date, whichever is next to occur, as of the date of
         such prepayment and (ii) bracket in time such Maturity Date, or the
         next applicable Call Date, one being before the Maturity Date, or the
         next applicable Call Date, and the other being after the Maturity Date,
         or the next applicable Call Dates. If for any reason the above Treasury
         Rate is no longer published in the Federal Reserve Statistical Release
         H.15 (519) Selected Interest Rates, the Treasury Rate shall be based on
         the yields reported in another publication of comparable reliability
         and institutional acceptance as selected by


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         the Payee in its sole and absolute discretion which most closely
         approximates yields in percent per annum of actively traded U.S.
         Treasuries of varying maturities; or

                  (ii) one percent (1.0%) of the outstanding principal balance
         of this Note as of the prepayment date.

         Except as provided in the next two (2) sentences, in no event shall the
amount prepaid be less than the total amount of the then outstanding principal
and accrued and unpaid interest thereon plus one percent (1%) of the then
outstanding principal. Notwithstanding the Lockout Period, in the event of
acceleration of the Note at any time and subsequent involuntary or voluntary
prepayment, the Prepayment Premium shall be payable except for a prepayment
which results from (a) application of proceeds from insured damage, condemnation
or other taking of the Premises when no Event of Default exists or (b) as to any
prepayment which is made within thirty (30) days prior to the Maturity Date or a
Call Date. In the event the Prepayment Premium were ever construed by a court
having jurisdiction thereof to be an interest payment, the Prepayment Premium
shall not exceed an amount equal to the excess, if any, of (i) interest
calculated at the highest rate permitted by applicable law, as construed by
courts having jurisdiction thereof, on the principal balance of the Note from
time to time outstanding from the date thereof to the date of such payment, less
(ii) interest theretofore paid and accrued on the Note.

         In the event Payee applies any insurance proceeds or condemnation
proceeds to the reduction of the principal portion of the Indebtedness in
accordance with the terms of the Mortgage, and if at such time no Event of
Default exists hereunder and no event has occurred which with the passage of
time or the giving of notice would be or become an Event of Default, then no
Prepayment Premium shall be due or payable as a result of such application.

         If the maturity of the Indebtedness is accelerated by Payee as a
consequence of the occurrence of an Event of Default, or in the event the right
to foreclose the Mortgage shall otherwise accrue to Payee, the Maker agrees that
an amount equal to the Prepayment Premium (determined as if prepayment were made
on the date of acceleration) shall be added to the balance of unpaid principal
and interest then outstanding, and that the Indebtedness shall not be discharged
except: (i) by payment of such Prepayment Premium, together with the balance of
principal and interest and all other sums then outstanding, if the Maker tenders
payment of the Indebtedness prior to completion of a non-judicial foreclosure
sale (if applicable in the State of Florida), judicial order or judgment of
foreclosure sale; or (ii) by inclusion of such Prepayment Premium as a part of
the Indebtedness in any such completion of a non-judicial foreclosure sale (if
applicable in the State of Florida), judicial order or judgment of foreclosure.

         It is hereby expressly agreed by Maker that time is of the essence in
the performance of this Note and that each of the following occurrences shall
constitute a default ("EVENT OF DEFAULT") under this Note:

                  (i) The failure of the Maker to:

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                           (a) make any payment of principal or interest under
                           this Note within ten (10) days after the same shall
                           fall due, or

                           (b) comply with any of the other terms of this Note
                           within thirty (30) days after written notice of such
                           failure has been given by Payee to Maker or within
                           such longer period of time, not to exceed an
                           additional thirty (30) days, as may be reasonably
                           necessary to cure such non-compliance if Maker is
                           diligently and with continuity of effort pursuing
                           such cure and the failure is susceptible of cure
                           within such additional thirty-day period.

                  (ii) The failure of Maker to make payment of any amount due
         the Payee under any Loan Document other than this Note, on the date the
         same shall fall due (including any applicable grace period).

                  (iii) The occurrence of any breach, default, event of default
         or failure of performance (however denominated) under any Loan Document
         other than this Note, and the expiration of any applicable cure period
         without the same having been cured.

         From and after the date of the occurrence of any Event of Default and
continuing until such Event of Default is fully cured (if Maker is entitled
under this Note to cure such default) or until this Note is paid in full, the
Maker promises to pay interest on the principal balance of this Note then
outstanding at the rate (the "DEFAULT RATE") equal to the Note Rate plus five
percentage points (5%) per annum or, if less, the maximum rate permitted under
applicable law. Interest at the Default Rate shall accrue on the amount of any
judgment rendered hereon or in connection with any foreclosure of the Mortgage.
The Maker agrees that such additional interest which has accrued shall be paid
at the time of and as a condition precedent to the curing of such Event of
Default. During the existence of any such Event of Default Payee may apply
payments received on any amounts due hereunder or under the terms of any of the
Loan Documents as Payee shall determine.

         Payee shall have the following rights, powers, privileges, options and
remedies whenever any Event of Default shall occur under this Note:

                  (i) To foreclose, or exercise any power of sale under, the
         Mortgage.

                  (ii) To accelerate the maturity of the Indebtedness and
         declare the entire unpaid principal balance of, and any unpaid interest
         then accrued on, this Note, together with any Prepayment Premium,
         without demand or notice of any kind to the Maker or any other person,
         to be immediately due and payable.

                  (iii) To exercise any and all rights, powers, privileges,
         options and remedies available at law or in equity and as provided in
         any of the Loan Documents.

         Upon the occurrence of an Event of Default, the Maker expressly agrees
to pay all costs of collection and enforcement of every kind, including without
limitation, all reasonable


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attorneys' fees and expenses, court costs, costs of title evidence and
insurance, inspection and appraisal costs and expenses of every kind incurred by
Payee in connection with the protection or realization of any or all of the
security for this Note, whether or not any lawsuit is filed with respect
thereto. The occurrence of an Event of Default under this Note shall constitute
a default under each and all of the other Loan Documents.

         The rights, powers, privileges, options and remedies of Payee, as
provided in this Note, in any of the Loan Documents, or otherwise available at
law or in equity shall be cumulative and concurrent, and may be pursued singly,
successively or together at the sole discretion of Payee, and may be exercised
as often as occasion therefor shall occur. No delay or discontinuance in the
exercise of any right, power, privilege, option or remedy hereunder shall be
deemed a waiver of such right, power, privilege, option or remedy, nor shall the
exercise of any right, power, privilege, option or remedy be deemed an election
of remedies or a waiver of any other right, power, privilege, option or remedy.
Without limiting the generality of the foregoing, the failure of the Payee after
the occurrence of any Event of Default to exercise Payee's right to declare the
Indebtedness remaining unmatured hereunder to be immediately due and payable
shall not constitute a waiver of such right in connection with any future Event
of Default. Acceleration of maturity, once elected by Payee, may be, in Payee's
sole and absolute discretion rescinded by Payee's written acknowledgment to that
effect, but without limiting the foregoing the tender and acceptance of partial
payment or partial performance shall not, by itself, in any way affect or
rescind such acceleration.

         Maker waives presentment for payment, demand, notice of nonpayment,
notice of dishonor, protest of any dishonor, notice of protest, notice of intent
to accelerate, notice of acceleration of maturity, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note, except as otherwise provided herein, and agrees that
if more than one the liability of each of them hereunder shall be joint, several
and unconditional without regard to the liability of any other party and shall
not be in any manner affected by any indulgence, extension of time, renewal,
waiver or modification granted or consented to by Payee; and Maker consents to
any and all extensions of time, renewals, waivers or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note,
and to the release of any collateral given to secure the payment hereof, or any
part thereof, with or without substitution, and agrees that additional makers or
guarantors may become parties hereto without notice to any of them or affecting
any of their liability hereunder.

         Payee shall not by any acts of omission or commission be deemed to have
waived any rights or remedies hereunder unless such waiver is in writing and
signed by Payee, and then only to the extent specifically set forth therein; a
waiver in respect of one event shall not be construed as continuing or as a bar
to the exercise or waiver of such right or remedy in respect of a subsequent
event.

         All notices, demands, requests, and other communications desired or
required to be given hereunder ("NOTICES") shall be in writing and shall be
given by: (i) hand delivery to the address for Notices; (ii) delivery by
overnight courier service to the address for Notices; or (iii) sending


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the same by United States mail, postage prepaid, certified mail, return receipt
requested, addressed to the address for Notices.

         All Notices shall be deemed given and effective upon the earliest to
occur of: (x) the hand delivery of such Notice to the address for Notices; (y)
one business day after the deposit of such Notice with an overnight courier
service by the time deadline for next day delivery addressed to the address for
Notices; or (z) three business days after depositing the Notice in the United
States mail as set forth in (iii) above. All Notices shall be addressed to the
following addresses:

         Maker:            Equity Inns Partnership, L.P.
                           7700 Wolf River Boulevard
                           Germantown, Tennessee 38138
                           Attention: Mr. Howard Silver

With a copy to:            Equity Inns Partnership, L.P.
                           7700 Wolf River Boulevard
                           Germantown, Tennessee 38138
                           Attention: Michelle B. Chatfield, Esq.

                                       and

                           Hunton & Williams LLP
                           2000 Riverview Tower
                           900 South Gay Street
                           Knoxville, Tennessee 37902
                           Attn: John A. Decker, Esq.

         Payee:            ING USA Annuity and Life Insurance Company
                           c/o ING Investment Management LLC
                           5780 Powers Ferry Road, NW, Suite 300
                           Atlanta, Georgia 30327-4349
                           Attention: Mortgage Loan Servicing Department

                                       and

                           ING Investment Management LLC
                           5780 Powers Ferry Road, NW, Suite 300
                           Atlanta, Georgia  30327-4349
                           Attention: Real Estate Law Department

With a copy to:            Powell, Goldstein, Frazer & Murphy LLP
                           Sixteenth Floor
                           191 Peachtree Street, N.E.
                           Atlanta, Georgia  30303
                           Attention: John R. Parks, Esq.


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or to such other persons or at such other place as any party hereto may by
Notice designate as a place for service of Notice. Provided, that the "copy to"
Notice to be given as set forth above is a courtesy copy only; and a Notice
given to such person is not sufficient to effect giving a Notice to the
principal party, nor does a failure to give such a courtesy copy of a Notice
constitute a failure to give Notice to the principal party.

         This Note shall be governed by and construed in accordance with the
laws (excluding conflicts of laws rules) of the State of Florida.

         Subject to the terms of the next succeeding paragraph and
notwithstanding anything to the contrary otherwise contained in this Note, but
without in any way releasing, impairing or otherwise affecting this Note or any
of the other Loan Documents (including without limitation any guaranties or
indemnification agreements) or the certain Environmental Indemnification
Agreement to which Maker is a party, or the validity hereof or thereof, or the
lien of the Mortgage, it is agreed that Payee's source of satisfaction of the
Indebtedness and Maker's other obligations hereunder and under the Loan
Documents other than any separate guaranty agreement or the Environmental
Indemnification Agreement is limited to (a) the Premises and proceeds thereof,
(b) rents, income, issues, proceeds and profits arising out of the Premises, and
(c) any separate escrow accounts (including the escrow account for furniture,
fixtures and equipment), guaranty or indemnification agreements guarantying or
indemnifying Payee with respect to the payment of any amounts due hereunder and
under the Loan Documents and/or Maker's performance hereunder and under the Loan
Documents; provided, however, that nothing herein contained shall be deemed to
be a release or impairment of said Indebtedness or the security therefor
intended by the Mortgage, or be deemed to preclude Payee from foreclosing the
Mortgage or from enforcing any of Payee's rights or remedies in law or in equity
thereunder, or in any way or manner affecting Payee's rights and privileges
under any of the Loan Documents or any separate guaranty or indemnification
agreements guarantying Maker's payment and/or performance hereunder and/or under
the Loan Documents.

PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, MAKER
SHALL PAY, AND THERE SHALL AT NO TIME BE ANY LIMITATION ON MAKER'S PERSONAL
LIABILITY FOR THE PAYMENT TO PAYEE OF:

                  (i) the application of rents, security deposits, or other
         income, issues, profits, and revenues derived from the Premises after
         the occurrence of an Event of Default to the extent applied to anything
         other than (a) normal and necessary operating expenses of the Premises
         or (b) the Indebtedness evidenced by the Note. It is understood that
         any rents collected more than one month in advance as of the time of
         the Event of Default shall be considered to have been collected after
         the Event of Default;

                  (ii) any loss, cost or damages arising out of or in connection
         with fraud or material misrepresentations to Payee by Maker (or by any
         of its general partners, officers, shareholders, members, or their
         agents, if applicable);


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                  (iii) any loss, cost or damages arising out of or in
         connection with MakerSection s use or misapplication of (a) any
         proceeds paid under any insurance policies by reason of damage, loss or
         destruction to any portion of the Premises, or (b) proceeds or awards
         resulting from the condemnation or other taking in lieu of condemnation
         of any portion of the Premises, for purposes other than those set forth
         in the Mortgage;

                  (iv) any loss, cost or damages arising out of or in connection
         with any waste of the Premises or any portion thereof and all
         reasonable costs incurred by Payee in order to protect the Premises;

                  (v) any taxes, assessments and insurance premiums for which
         Maker is liable under the Note, the Mortgage or any of the other Loan
         Documents and which are paid by Payee (but not the proportionate amount
         of any such taxes, assessments and insurance premiums which accrue
         following the date of foreclosure [plus any applicable redemption
         period] or acceptance of a deed in lieu of foreclosure);

                  (vi) any loss, costs or damages arising out of or in
         connection with the Maker's covenants, obligations and liabilities
         contained in Paragraph 31 of the Mortgage and under the Environmental
         Indemnification Agreement dated of even date herewith executed by Maker
         in favor of Payee;

                  (vii) any loss, cost or damages to Payee arising out of or in
         connection with any construction lien, mechanic's lien, materialman's
         lien or similar lien against the Premises arising out of acts or
         omissions of Maker;

                  (viii) any and all loss, costs or damages arising out of or
         incurred in order to cause the Improvements to comply with the
         accessibility provisions of The Americans with Disabilities Act and
         each of the regulations promulgated thereunder, as the same may be
         amended from time to time which are required by any governmental
         authority;

                  (ix) the total Indebtedness in the event that (a) Payee is
         prevented from acquiring title to the Premises after any Event of
         Default because of failure of Maker's title under federal, state or
         local laws, less any recovery Payee is successful in collecting on any
         title insurance policy it holds in connection with the Premises, or (b)
         Maker voluntarily files a petition in bankruptcy or commences a case or
         insolvency proceeding under any provision or chapter of the Federal
         Bankruptcy Code;

                  (x) any loss, damage, cost, expense and liability, including,
         but not limited to, reasonable attorneys' fees and costs, resulting
         from any act of Maker or its general partners, members, shareholders,
         officers, directors, beneficiaries, and/or trustees, as the case may
         be, to obstruct, delay or impede Payee from exercising any of its
         rights or remedies under the Loan Documents;

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                  (xi) the total Indebtedness in the event that (a) Maker makes
         an unpermitted transfer of an interest in the Maker or in the Premises
         without the prior written approval of Payee, or (b) Maker makes an
         unpermitted encumbrance on the Premises or the holder of an ownership
         interest in Maker encumbers such interest in violation of the terms of
         the Loan Documents, without the prior written approval of Payee;

                  (xii) all costs and fees, including without limitation
         reasonable attorney fees and costs, incurred by Payee in the
         enforcement of subparagraphs (i) through (xi) above.

With the exception of those items of liability specifically set forth in items
(i) through (xii) above, the lien of any judgment against Maker in any
proceeding instituted on, under or in connection with this Note shall not extend
to any property now or hereafter owned by Maker other than the interest of the
Maker in the Premises and the other security for the payment of this Note.

         This Note, together with the other Loan Documents and the certain
Environmental Indemnification Agreement executed by Maker, constitute the entire
agreement between the parties hereto pertaining to the subject matters hereof
and thereof and supersede all negotiations, preliminary agreements and all prior
or contemporaneous discussions and understandings of the parties hereto in
connection with the subject matters hereof and thereof.

         THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY
IN ANY LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR
ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN,
OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO CONSOLIDATE BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL
PARTIES.

         Maker acknowledges receipt of a copy of this instrument at the time it
was signed.

         Florida Documentary Stamp Tax in the amount of $142,100.00 due on this
Note is being paid upon the recordation of the Mortgage.


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         IN WITNESS WHEREOF, the Maker has executed and delivered this
Promissory Note as of the day and date first above written.

                                     MAKER:

                                     EQUITY INNS PARTNERSHIP, L.P., a Tennessee
                                     limited partnership

                                     By:   Equity Inns Trust, a Maryland real
                                           estate investment trust, its sole
                                           general partner


                                           By:
                                              ---------------------------------
                                           Name:
                                                -------------------------------
                                           Title:
                                                 ------------------------------






::ODMA\PCDOCS\ATL\802997\4




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