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                                                                    EXHIBIT 4.1


                               SECOND AMENDMENT TO
                          REGISTRATION RIGHTS AGREEMENT


              THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (sometimes
herein this "Second Amendment") is made and entered into as of the 20th day of
June, 1997, by and between SHOLODGE, INC., a Tennessee corporation with its
principal place of business at 217 West Main Street, Gallatin, Tennessee 37066
(hereinafter referred to as the "Company"), and RICHARD L. JOHNSON, a resident
of the State of Tennessee (hereinafter referred to as "Johnson").

                                   WITNESSETH:

              WHEREAS, the Company and Johnson entered into that certain
Registration Rights Agreement (hereinafter referred to as the "Agreement") dated
as of December 11, 1991; and

              WHEREAS, pursuant to that certain First Amendment to Registration
Rights Agreement (the "First Amendment"), dated as of October 10, 1996, between
the Company and Johnson, certain provisions of the Agreement were amended
("Agreement" as referred to hereinafter means the Agreement as amended by the
First Amendment); and

              WHEREAS, the Company and Johnson now desire to amend certain
provisions of the Agreement as set forth herein.

              NOW, THEREFORE, for and in consideration of the mutual promises
and covenants herein contained, the parties do hereby agree as follows:

              1.     The definition of "Stock Option Agreement" in paragraph 1
of the Agreement is hereby deleted in its entirety and the following is hereby
inserted in its place:

                     "Stock Option Agreement" means that certain Amended and
              Restated Stock Option Agreement dated March 9, 1992, but effective
              as of April 1, 1984, as amended by that certain First Amendment to
              Amended and Restated Stock Option Agreement dated as of October
              10, 1996, and as further amended by that certain Second Amendment
              to Amended and Restated Stock Option Agreement dated as of June
              20, 1997, all between Leon Moore and Johnson.

              2.     Paragraph 2(a) of the Agreement is hereby amended by
changing the date "December 11, 1997" in the first sentence thereof to "December
11, 1998".

              3.     Paragraph 3(a) of the Agreement is hereby amended by
changing the date "December 11, 1997" in the first sentence thereof to "December
11, 1998".



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              4.     Except as hereby modified and amended, the Agreement shall
in all other respects remain in full force and effect.

              IN WITNESS WHEREOF, the parties have executed this Second
Amendment to Registration Rights Agreement on the day and year first above
written.


                                   SHOLODGE, INC.


                                   By: /s/ Leon Moore
                                      -------------------------------------
                                   Title: President
                                         ----------------------------------


                                   /s/ Richard L. Johnson
                                   ----------------------------------------
                                   RICHARD L. JOHNSON














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