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                                                                   EXHIBIT 10.1

                               SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                             STOCK OPTION AGREEMENT


              THIS SECOND AMENDMENT TO AMENDED AND RESTATED STOCK OPTION
AGREEMENT (sometimes herein this "Second Amendment") is made and entered into as
of the 20th day of June, 1997, by and between LEON MOORE (hereinafter referred
to as "Moore") and RICHARD L. JOHNSON (hereinafter referred to as "Johnson").


                                   WITNESSETH:


              WHEREAS, Johnson and Moore entered into that certain Stock Option
Agreement (the "Stock Option Agreement") dated December 11, 1991, but effective
as of April 1, 1984, whereby Moore granted to Johnson an option to acquire five
hundred seventy-five thousand (575,000) shares of common stock of ShoLodge, Inc.
("ShoLodge") from Moore; and

              WHEREAS, Moore and Johnson entered into that certain Amended and
Restated Stock Option Agreement dated March 9, 1992, but effective as of April
1, 1984 (the "Amended Agreement"), which Amended Agreement amended and restated
the Stock Option Agreement; and

              WHEREAS, Moore and Johnson entered into that certain First
Amendment to Amended and Restated Stock Option Agreement (the "First Amendment")
dated as of October 10, 1996, which First Amendment amended the Amended
Agreement ("Amended Agreement" as referred to hereinafter means the Amended
Agreement as amended by the First Amendment); and

              WHEREAS, Johnson and Moore desire to further amend the Amended
Agreement as set forth below.

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

              1.     Subparagraph 1(a) of the Amended Agreement is hereby
amended in the following respects:

                     (a)    By deleting the last item under the heading
"Purchase Date" in the initial paragraph thereof, by deleting the last item
under the heading "Price" in the initial paragraph thereof and by inserting in
lieu of such items the following:

<TABLE>
<CAPTION>
                  Purchase Date                            Price
                  -------------                            -----
<S>                                                   <C>
If the purchase date occurs after                     $5.23 per share
September 30, 1997, but on or before
December 31, 1997
</TABLE>



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<TABLE>
<CAPTION>
         Purchase Date                                     Price
         -------------                                     -----
<S>                                                   <C>
If the purchase date occurs after                     $5.34 per share
December 31, 1997, but on or before
March 31, 1998

If the purchase date occurs after                     $5.45 per share
March 31, 1998, but on or before
June 30, 1998

If the purchase date occurs after                     $5.56 per share
June 30, 1998, but on or before
September 30, 1998

If the purchase date occurs after                     $5.67 per share
September 30, 1998, but on or before
December 11, 1998
</TABLE>

                     (b)    By changing the date "December 11, 1997" in the
first and second sentences of the last paragraph thereof to "December 11, 1998."

              2.     Subparagraph 1(c) of the Amended Agreement is hereby
amended by changing the date "December 11, 1997" in the first and third
sentences thereof to "December 11, 1998".

              3.     Subparagraph 1 (j)(iii) of the Amended Agreement is hereby
amended by deleting such subparagraph in its entirety and substituting in lieu
thereof the following:

                     (iii)  Notice. Each stock certificate issued to Johnson as
              a result of the exercise of the option set forth herein shall be
              endorsed with the following legend:

                     Notice is hereby given that the sale, assignment, transfer,
              pledge or other disposition of shares of capital stock represented
              by this Certificate is subject to a right of first refusal to Leon
              Moore pursuant to the terms of 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 that certain Second Amendment to Amended and Restated
              Stock Option Agreement dated as of June 20, 1997, all by and
              between Leon Moore and Richard L. Johnson.

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


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              IN WITNESS WHEREOF, the parties have executed this Second
Amendment to Amended and Restated Stock Option Agreement on the day and year
first above written.

                                     /s/ Leon Moore
                                     ---------------------------------------
                                     LEON MOORE

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
















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