EXHIBIT 10.15(B)


                     FIRST AMENDMENT TO MANAGEMENT AGREEMENT


         THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT ("Amendment"), is being
made effective the 14th day of May, 2003 (the "Effective Date"), by and between
_________________________ (the "Owner") and ______________________ (the
"Manager").

                        RECITALS AND SUMMARY OF CHANGES:

         Pursuant to that Management Agreement dated January 1, 2002, between
Owner and Manager (the "Management Agreement"), Manager is providing for the
management and operation of Owner's AmeriSuites hotel located at
_____________________________________ (the "Hotel"). The parties now wish to
enter into this Amendment to evidence their agreement to amend certain
provisions of the Management Agreement as set forth herein accordingly, which
amendments among other things will provide the following:

A. The Expiration Date of the Agreement is extended to _____________.

B. Effective ___________, Manager's obligation to make payment of the Owner's
Return is eliminated.

C. Effective ____________, Manager is entitled to receive a Base Management Fee
of 2% of Gross Revenues and an Incentive Management Fee of 1% of Gross Revenues.

D. Owner's right to terminate the Management Agreement is limited to certain
circumstances.

         NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and legal sufficiency of all of which is
hereby acknowledged, the parties hereby agree as follows:

1. Amendments. Effective as of the Effective Date, Owner and Manager hereby
agree to amend the Management Agreement as follows:

(a) Section 12.01(I) is deleted in its entirety and replaced with the following:

          Manager shall fail at any time in any Operating Year to comply with at
          least one of the following: (i) have a tangible net Worth, calculated
          in accordance with GAAP, in an amount equal to or in excess of an
          amount equal to twenty percent (20%) of the aggregate estimated
          Owner's Return for such Operating Year (as specified in the Annual
          Plan for such Operating Year) under this Agreement and any other
          Affiliated Management Agreements under which Manager or its Affiliate
          is the manager, or (ii) provide the Security Deposit described in
          Section 12.02 below.

(b) The final paragraph of Section 12.01 beginning "then" and ending "Cross
    Default Pool" is deleted in its entirety and replaced with the following:

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          then, in any such event, Owner will be entitled to seek money damages
          arising out of Manager's Event of Default. Notwithstanding anything in
          this Agreement to the contrary, Owner shall have no right to terminate
          this Agreement for any reason other than for Events of Default under
          Sections 12.01, (A), (B), (D), (E), (F), (G) and (I), in which event
          the Owner may terminate this Agreement and damages provided for in
          Section 12.05 shall apply; provided, however Owner shall have the
          right to terminate this Agreement under Section 12.01(A) if and only
          if the owner under an Affiliated Management Agreement due to a default
          thereunder has the right to terminate an Affiliated Management
          Agreement. Owner acknowledges that each of the Affiliated Management
          Agreements contains the same limitations on termination contained in
          this Agreement.

(c) Section 13.01 is deleted in its entirety.

(d) Section 13.02 is deleted in its entirety.

2. Extension of Term. Owner and Manager hereby agree that The Expiration Date of
the Agreement, which is currently set for _____________, is extended to
_____________.

3. Extension Term Amendments. Beginning as of ___________, the Management
Agreement shall be further amended as follows:

(a) Section 6.01 of the Management Agreement shall be deleted in its entirety
    and replaced with the following:

6.01     Management Fees.

                           For each Operating Year, Manager is entitled to a
         Management Fee equal to two percent (2%) of the Gross Revenues for such
         Operating Year (the "Base Management Fee"), plus (ii) one percent (1%)
         of the Gross Revenues for such Operating Year to the extent Manager has
         met the following performance standards with respect to the Hotel (the
         "Incentive Management Fee"). An Incentive Management Fee of 1% of the
         Gross Revenue is earned when Gross Operating Profit with respect to the
         current Operating Year for which the incentive Management Fee is being
         paid exceeds by 5% the Gross Operating Profit for the prior Operating
         Year. In the event that the current Operating Year is less than a full
         year, the Gross Operating Profit for the prior year and the current
         Operating Year can be compared on an equitable basis in calculating the



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         Incentive Management Fee for the first Operating Year. For example, if
         the first Operating Year is nine (9) months, 75% of the Gross Operating
         Profit for the prior Operating Year will be used in calculating the
         Incentive Management Fee. For purposes of this Agreement, the Base
         Management Fee and the Incentive Management Fee shall be collectively
         referred to as the "Management Fees". The Management Fees will be
         calculated with respect to each separate, full or partial Operating
         Year during the term of this Agreement.

(b) Section 7.01(F) of the Management Agreement shall be deleted in its entirety
    and replaced with the following:

                   (F) Payment of the Management Fees; and

                   (G) The balance to Owner.

(c) Section 12.01(B) and (I) shall be deleted in their entirety.

(d) Section 12.02 shall be deleted in its entirety.

(e) The definitions contained in Sections 14.23, 14.24, 14.26, 14.33, 14.34 and
14.37 shall all be deleted in their entirety.

(f) A new definition shall be added to Article 14 as follows:

           "Management Fees" has the meaning contained in Section 6.01.

4. Conforming Amendments. The terms of this Amendment shall control if there is
any conflict between any term of this Amendment and any term of the Management
Agreement. Each term of the Management Agreement hereby is amended as required
to conform to the terms of this Amendment, whether or not such term of the
Management Agreement is identified or expressly amended in this Amendment.

5. Definitions. Unless otherwise defined herein, capitalized terms contained in
this Amendment shall have those same meanings assigned to such terms in the
Management Agreement.

6. Execution. This Amendment may be executed by the parties in any number of
counterparts, each of which shall be deemed an original.

7. No Further Amendments. Other than with respect to those amendments set forth
herein, including the conforming amendments under paragraph 4, above, the
Management Agreement shall remain in full force and effect and is hereby
ratified and confirmed by the parties.

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         IN WITNESS WHEREOF, the parties executed this Amendment to be made
effective on the Effective Date.

                               OWNER:




                               By:
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                               Name:
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                               Title:
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                               MANAGER:




                               By:
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                               Name:
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                               Title:
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