<PAGE>   1
                                                                     EXHIBIT 4.1



               REVOLVING TERM PROMISSORY NOTE AND LOAN AGREEMENT
                            (Modified and Extended)


$40,000,000.00                                                 December 30, 1996

         For value received Supertel Hospitality, Inc., a Delaware corporation
(hereinafter referred to as "Borrower"), promises to pay to the order of First
Bank, National Association (hereinafter referred to as "Bank"), at its offices
located at 233 South 13th Street, Lincoln, Nebraska 68508, or such other place
as the holder hereof may, from time to time, designate in writing, the
principal sum of Forty Million Dollars ($40,000,000.00) or so much thereof as
is actually advanced hereunder, from time to time, or upon repayment,
readvanced to the Borrower and unpaid, together with interest on the unpaid
principal balance hereof.  The rate of interest on the unpaid principal balance
shall be adjusted daily based upon the then current Reference Rate.  The
interest rate on unpaid principal balances of Twenty-Five Million Dollars
($25,000,000.00) or less shall be the Reference Rate less One- Fourth of One
Percent (-1/4%). The interest rate on unpaid principal balances in excess of
Twenty-Five Million Dollars ($25,000,000.00) shall be as follows:  a) the
Reference Rate less One Fourth of One Percent (-1/4%) effective from the date
hereof through March 31, 1997, b) increased to the Reference Rate plus One
Fourth of One Percent (+1/4%) effective April 1, 1997 through June 30, 1997 and
c) increased to the Reference Rate plus Three Fourths of One Percent (+3/4%)
effective July 1, 1997 and thereafter.  Said interest shall be calculated daily
on the unpaid principal balance disbursed hereunder on the basis of a year of
360 days and shall be payable on the first day of each month hereafter until
February 1, 1998, at which time the entire unpaid principal balance hereof, all
accrued interest thereon and any other sums hereunder shall be due and payable
in full.

         "Reference Rate", as used herein, at the time of any determination
means the rate of interest per annum which has been publicly announced by First
Bank National Association in Minneapolis, Minnesota ("FBNA") as its "reference
rate", which may be a rate at, above or below the rate or rates at which the
Bank or FBNA lends to other parties.  FBNA may, in its sole discretion, change
the Reference Rate.  FBNA and Bank are not obligated to give Borrower notice to
any such changes.  Adjustments in the interest rate shall be made daily to
reflect increases or decreases in the Reference Rate.  In the event the FBNA
ceases the foregoing interest rate index, the interest rate shall be based upon
an alternative comparable rate index selected by Bank, in its sole discretion.
No representation is made that the Reference Rate is either the lowest, the
best or favored rate.

<PAGE>   2

         This Note evidences a revolving credit line in the maximum principal
amount of $40,000,000.00 at any one time outstanding in favor of the Borrower.
The sole purpose of this loan is for the refinancing and acquisition of motels,
capital assets and other general corporate purposes.  The obligation of the
Bank to loan, and upon repayment, reloan funds hereunder shall at all times be
subject to the limitation that the total principal amount of funds outstanding
hereunder shall not exceed at any one time in the aggregate 70% of the
appraised value of the real estate subject to the Collateral Security (as
hereinafter defined).  The foregoing limitation is hereafter sometimes referred
to as the "LTV Ratio".

         The Borrower may at anytime, prepay this Note in full or make partial
prepayments therein, without penalty or premium.  The borrower agrees that it
shall pay to the Bank beginning January 1, 1997, and continuing on the first
day of each and every third calendar month thereafter during the term of this
Note an unused commitment fee in arrears on the average daily amount of unused
but available credit hereunder during the three calendar month period
immediately preceding the date such payment is due.  The fee shall be computed
as follows: on the amount of daily average of unused available credit a sum
equal to 1/4 of one percent per annum. Unused available credit shall mean the
difference between $40,000,000.00 ($25,000,000.00 from October 1, 1996 to the
date of this Note) and the outstanding principal balance of funds disbursed to
Borrower hereunder at any time.

         Borrower covenants that the Loan Debt Service Coverage Ratio shall not
be less than 1.50 at all times.  Loan Debt Service Coverage Ratio as used
herein shall be defined as EBITDA (earnings from the real estate subject to
Collateral Security before interest expense, income tax, depreciation and
amortization)/(the principal and interest payable on this loan during the next
twelve months determined as if this loan required equal monthly payments
amortized over fifteen years) measured quarterly based on the last four
quarters; provided, Borrower's proforma income and expenses shall be used for
the first twelve months following the acquisition date of properties acquired
hereafter or the placed-in- service date of newly constructed properties, with
actual EBITDA information replacing the comparable proforma information at the
end of each quarter during such twelve month period.

         Borrower covenants that the Consolidated Debt Service Ratio shall not
be less than 1.50 at all times.  Consolidated Debt Service Coverage Ratio as
used here shall be defined as EBITDA (all earnings of Borrower from all assets
before interest expense, income tax, depreciation and amortization)/(all
indebtedness of Borrower determined as if repayment required equal monthly
payments amortized over fifteen years) measured quarterly based on the last
four quarters; provided, Borrower's proforma income and expenses shall be used
for the first twelve months following the acquisition date of properties
acquired hereafter or the placed-in-service date of newly constructed
properties, with actual EBITDA information





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<PAGE>   3

replacing the comparable proforma information at the end of each quarter during
such twelve month period.  For purposes of this covenant, the terms
"indebtedness" and "debt" shall refer only to the current portion and long-term
portion of borrower's debt for borrowed money.

         Borrower covenants that any motel owned and operated by Borrower shall
not have debt per room in excess of the following amounts:  a) Super 8 facility
$15,000.00 debt per room maximum, b) Comfort Inn facility $16,000.00 debt per
room maximum and c) Wingate Inn facility $25,000.00 debt per room maximum.  The
foregoing is hereafter referred to as the Debt Per Room Limits.  For purposes
of this covenant, the terms "indebtedness" and "debt" shall refer only to the
current portion and long-term portion of Borrower's debt for borrowed money.

         The obligations of Bank to make the initial advance or future advances
hereunder shall be subject to the conditions that Bank shall have received at
the time of such advance or at the time of any previous advance:

         1)      Delivery of Deeds of Trust (or Mortgages if preferred by
                 Bank), Assignment of Leases and Rents and Financing Statements
                 and Security Agreements (collectively referred to in this
                 Agreement as the "Collateral Security"), in form satisfactory
                 to Bank granting Bank a first and paramount lien upon real
                 estate operated as motels by Borrower and all furniture,
                 fixtures, equipment, personal property, located thereon and
                 all income, rents and accounts therefrom, such motels to be
                 selected by Borrower and acceptable by Bank and having an
                 aggregate appraised value sufficient to satisfy the LTV ratio.

         2)      Current appraisals of the real estate subject to the
                 Collateral Security showing that the total principal amount of
                 funds outstanding hereunder including such advance would not
                 exceed the LTV Ratio.  The appraisals shall be completed by a
                 designated appraiser acceptable to Bank conforming to Uniform
                 Standard Professional Appraisal Practice (USPAP) standards.
                 The loan amount shall not exceed 70% of the appraisal amount.
                 The appraisal will be directed to and for the benefit of the
                 Bank with Borrower being responsible for the cost of the
                 appraisal.  Appraisals accepted by Bank on property subject to
                 Collateral Security on prior advances do not need to be
                 updated for subsequent advances.

         3)      Certified copies of all corporate action taken by the Borrower
                 authorizing the execution of this Note, the Collateral
                 Security contemplated herein and the transaction contemplated
                 hereby and such other documents relating thereto as Bank may
                 reasonably request.





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<PAGE>   4


         4)      A copy of the Certificate of Incorporation and a copy of the
                 Bylaws of the Borrower currently certified by Borrower's
                 secretary or other appropriate officer.

         5)      Favorable written opinion of the counsel to Borrower addressed
                 to Bank, in form and substance acceptable to Bank, relating to
                 Sections 1, 2, 3 and 4 of the representations and warranties
                 set forth hereinbelow, provided that as to the matter set out
                 in Sections 3 and 4 that opinion may be limited to matters of
                 which counsel has knowledge.

         6)      Delivery of Phase 1 Environmental Assessment on all real
                 estate serving as collateral and, if requested by Bank, or
                 upon the recommendation of Borrower's environmental
                 consultant, a Phase 2 Environmental Assessment, with findings
                 of Assessments acceptable to Bank, and indemnifications of
                 Bank for any loss as a result of environmental matters in form
                 satisfactory to Bank.

         7)      Delivery of an acceptable survey on all real estate assets
                 serving as collateral.

         8)      A Mortgage Title Insurance Commitment and Policy in the full
                 amount of the loan value of each property issued by insurers
                 acceptable to Bank reflecting fee simple indefeasible title of
                 the real estate subject to the Collateral Security in the name
                 of the Borrower and insuring Bank's Collateral Security to be
                 a valid first lien on the real estate with standard exceptions
                 deleted and such other exceptions only as satisfactory to Bank
                 with such endorsements as Bank may reasonably request.

         9)      Documentary evidence from the Borrower satisfactory to Bank
                 that the Loan Debt Service Coverage Ratio and Consolidated
                 Debt Service Ratio will not be less than 1.50.

         10)     Documentary evidence from the Borrower satisfactory to the
                 Bank that the Debt Per Room Limits will not be exceeded.

The obligation of the Bank to make each subsequent advance hereunder is subject
to the following and further conditions precedent at the time of each borrowing
hereunder:

         1)      Borrower shall not be in default hereunder and shall have
                 complied in all material respects with all of the terms,
                 covenants and conditions set forth herein.

         2)      The representations and warranties contained herein shall be
                 true with the same effect as though such




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<PAGE>   5


                 representations and warranties had been made at the
                 time of the making of such advance.

         3)      Bank having received from Borrower the items set forth in
                 paragraph 1 through 9 for the initial advance as stated above
                 and further receiving the items set forth in paragraph 1, 2,
                 6, 7 and 8 thereof as to any additional real estate or
                 personal property that will be subject to the Collateral
                 Security and the execution of documents incident thereto not
                 previously provided.

         4)      Documentary evidence from the Borrower satisfactory to Bank
                 that the Loan Debt Service Coverage Ratio and Consolidated
                 Debt Service Ratios will not be less than 1.50.

         5)      Documentary evidence from the Borrower satisfactory to the
                 Bank that the Debt Per Room Limits will not be exceeded.

Borrower hereby represents and warrants:

         1)      Borrower is a corporation duly organized and existing under
                 the laws of the State of Delaware without limit as to the
                 duration of its existence, and is authorized and in good
                 standing to do business in the State of Nebraska and in any
                 and all states in which the property subject to the Collateral
                 Security is located; the Borrower has corporate powers,
                 adequate authority, rights and franchises to own property and
                 to carry on its business as now conducted, and is duly
                 qualified and in good standing in each state where the
                 property subject to the Collateral Security is located, where
                 such qualification is required; and Borrower has the corporate
                 power and adequate authority to make and carry out this Note
                 and to execute and deliver the Collateral Security.

         2)      The execution, delivery and performance of this Note and other
                 documents provided for herein, are duly authorized by all
                 requisite action on the part of Borrower and do not require
                 the consent or approval of any governmental body or other
                 regulatory authority; are not in contravention of or conflict
                 with any applicable law or regulation which Borrower is aware
                 of or any term or provision of Borrower's Certificate of
                 Incorporation or Bylaws; and this Note is, and other documents
                 provided for herein, when delivered for value received will be
                 the valid, binding and legally enforceable obligation of
                 Borrower and in accordance with their terms, except to the
                 extent enforcement may be limited by bankruptcy, insolvency,
                 or laws affecting creditors rights generally and subject to
                 general principles of equity.





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<PAGE>   6


         3)      The execution, delivery and performance of this Note and the
                 execution and delivery of the other documents provided herein,
                 are not in contravention of or conflict with any agreement,
                 indenture or undertaking to which the Borrower is a party or
                 any of its property and does not cause any lien, charge or
                 other encumbrance to be created or imposed upon any such
                 property other than the lien granted to Bank under the
                 Collateral Security.

         4)      There is no litigation or other proceeding pending or
                 threatened against Borrower which would have a materially
                 adverse affect upon the transactions contemplated herein or
                 Borrower's ability to perform its obligations hereunder and
                 Borrower is not in default with respect to any order, writ,
                 injunction, decree or demand of any court or other
                 governmental or regulatory authority or any financial
                 obligations in excess of $250,000.00.

         5)      The balance sheet of Borrower as of September 30, 1996 and the
                 related financial information of the three month period ended
                 on that date, and the Form 10-Q for the quarter ended
                 September 30, 1996, copies of which have heretofore been
                 delivered to Bank by Borrower, and all of the statements and
                 data submitted in writing by Borrower to Bank in connection
                 with the request for the credit granted by this Note are true
                 and correct in all material respects; said balance sheet and
                 financial information fairly present the financial condition
                 of Borrower for the period covered thereby in all material
                 respects, and have been prepared in accordance with generally
                 accepted accounting principles on a basis consistently
                 maintained.  Since September 30, 1996, there have been no
                 changes in the assets or the liabilities or financial
                 condition of Borrower, other than changes in the ordinary
                 course of business and such changes as have not been
                 materially adverse changes except as previously disclosed in
                 writing to Bank.  Borrower has no knowledge of any
                 liabilities, contingent or otherwise, required to be reflected
                 in said balance sheet and not so reflected, and Borrower has
                 not entered into any special commitments or substantial
                 contracts which are not reflected in said balance sheet,
                 (other than in the ordinary and normal course of its business)
                 which may have a materially adverse affect upon its financial
                 condition, operation or business as now conducted except as
                 previously disclosed in writing to Bank.

         6)      Borrower has good title to its assets, and the same are not
                 subject to any liens or encumbrances other than those set
                 forth in the financial information as of September 30, 1996,
                 or previously disclosed to Bank in writing.





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<PAGE>   7


         7)      Borrower has filed when due all applicable federal, state and
                 local tax returns.  Borrower has paid all taxes and
                 governmental charges assessed on or existing against the
                 property or the business of Borrower other than taxes or
                 charges:

                 i)       The payment of which is not yet due, or if due, are
                          not yet delinquent; or

                 ii)      Which have not yet been determined or which are being
                          contested in good faith with adequate reserve for
                          payment acceptable to Bank.

To the best knowledge of Borrower there are currently no Internal Revenue
audits or review proceedings pending, threatened or proposed against Borrower.

Borrower agrees that so long as any credit hereunder shall be available and
until payment in full of all sums due hereunder, Borrower shall, unless Bank
shall otherwise consent in writing:

         1)      Do all things necessary to maintain and keep in full force and
                 effect its corporate existence, its right to do business and
                 own property and keep in full force and effect its material
                 franchises, licenses, permits, governmental authorizations,
                 and other authority adequate for the conduct of its business;
                 comply in all material respects with all applicable laws and
                 regulations; maintain its properties, equipment and facilities
                 in good repair, working order and condition, excepting the
                 effects of the ordinary wear and depreciation arising from
                 lapse of time or use with appropriate maintenance or arising
                 from damage by fire, other casualties, and make or cause to be
                 made all necessary and proper repairs thereto and their
                 replacements thereof; and conduct its business in an orderly
                 manner without voluntary interruption.

         2)      Pay and discharge, before the same become delinquent and
                 before penalties accrue thereon, all taxes assessments and
                 governmental charges upon or against it or any of its
                 properties, and all its other tax liabilities at any time
                 existing, except to the extent and so long as:

                 i)       The same are being contested in good faith and by
                          appropriate proceedings in such manner as not to
                          cause any materially adverse affect upon its
                          financial condition or the loss of any right of
                          redemption from any sale thereunder; and

                 ii)      It shall have set aside on its books reserves
                          (segregated to the extent required by sound





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                          accounting practice) acceptable by Bank as adequate
                          with respect thereto.

         3)      Maintain a system of accounting in accordance with generally
                 accepted accounting principles on a basis consistently
                 maintained; permit representatives of Bank to have access to
                 and to examine its properties, account books and records at
                 all reasonable times; and furnish Bank:

                 i)       As soon as available, and in any event within 90 days
                          after the close of each fiscal year of Borrower, an
                          audit quality financial statement of Borrower as of
                          the close of and for such fiscal year, all in
                          reasonable detail and stating in comparative form the
                          figures at the close of and for the previous fiscal
                          year, with the opinion of a certified public
                          accountant satisfactory to Bank;

                 ii)      Within 45 days after the end of each calendar
                          quarter, Borrower prepared financial statements;

                 iii)     Promptly upon the receipt thereof by Borrower, copies
                          of any detailed audit reports submitted to Borrower
                          by independent accountants in connection with each
                          annual or interim audit or the accounts of Borrower;

                 iv)      Promptly upon the request of Bank, such monthly
                          financial information as may be reasonably requested
                          by Bank and prepared by personnel of the Borrower;
                          and

                 v)       Promptly, with all credit, financial and other
                          information respecting the business, properties, or
                          condition or operations, financial or otherwise of
                          Borrower as Bank may from time to time reasonably
                          request.

         4)      Permit any officer and duly authorized employees or
                 representatives of Bank to visit and inspect any of its
                 properties and to discuss its affairs, finances and accounts
                 with its officers, all as often as Bank may reasonably
                 request, and so long as such does not significantly interfere
                 with normal operations.  The cost associated with inspections
                 shall be paid by Borrower.

         5)      Maintain and provide for adequate property, liability,
                 workmen's compensation, flood and other forms of insurance, in
                 good and responsible insurance companies,  for all insurable
                 property owned by Borrower including all collateral set forth
                 in the Collateral Security, against all liability, loss or
                 damage from fire or such





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                 other hazards or risks as are customarily insured against by
                 companies similarly situated and operating like property.
                 Borrower will provide Bank with appropriate certificates of
                 insurance with loss payable in favor of Bank showing Borrower
                 and Bank as insureds as their interest may appear in
                 connection with the items of collateral subject to the
                 Collateral Security.

         6)      Pay any reasonable legal fees associated with the drafting of
                 documents, preparation of Collateral Security, title
                 insurance, costs of perfection of security interests and the
                 like in connection with this loan.

         7)      Pay all reasonable costs and expense of Bank, including but
                 not limited to appraisal, title insurance, filing fees,
                 mortgage registration fees, legal and travel associated with
                 the closing of this loan or any advances hereunder.

         8)      Maintain at all time a Loan Debt Service Coverage Ratio and
                 Consolidated Debt Service Coverage Ratio of at least 1.50.

         9)      Maintain at all times debt per room less than the Debt Per
                 Room Limits.

Each of the following shall constitute an Event of Default:

         1)      failure to pay any sum due under this Note within fifteen days
                 of the due date thereof; or

         2)      failure to comply with the Loan Debt Service Coverage Ratio or
                 Consolidated Debt Service Coverage Ratio covenants; or

         3)      if Borrower merges with another organization, company,
                 corporation, partnership or other entity, or acquires any of
                 the same, without the Bank's prior written approval, unless
                 Borrower is the surviving entity; or

         4)      if Borrower fails to correct non-compliance with the Americans
                 with Disabilities Act (ADA) within six months after date of
                 notification of non-compliance on any real estate subject to
                 the Collateral Security; or

         5)      if Borrower fails to cure a default in the performance of any
                 of the other covenants, or conditions, or representations of
                 this Note or the Collateral Security within thirty days after
                 written notice from Bank; or

         6)      if any statement or certificate at any time given in writing
                 pursuant hereto or in connection herewith, shall





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                 be false in a material respect, and if such matter is
                 correctable, it is not corrected within fifteen days after
                 notice from Bank; or

         7)      if Borrower should become insolvent, or admit in writing its
                 inability to pay its debts generally as they become due or,
                 make an assignment for the benefit of creditors; or, apply for
                 or consent to the appointment of a receiver or trustee for it
                 or for a substantial part of its property or business; or,
                 such a receiver or trustee shall otherwise be appointed and
                 shall not be discharged for sixty days after such appointment;
                 or

         8)      if bankruptcy, insolvency or reorganization or liquidation
                 proceedings or the proceedings for the relief under any
                 bankruptcy law, code; or, any law for the relief of debtors
                 shall be instituted by or against Borrower and, if instituted
                 against, shall be consented to or shall not be dismissed
                 within sixty days after such institution; or

         9)      if Borrower fails to cure within thirty days any default under
                 a financial obligation with any other entity or person and
                 such financial obligation involves $250,000.00 or more; or

         10)     failure to comply with the Debt Per Room Limits.

Upon the occurrence of an Event of Default then, or any time thereafter, at the
option of the holder hereof, the Bank or said holder hereof may terminate all
credit hereunder and all obligations of Bank to make any advances hereunder;
and, in addition, at the option of Bank or the holder hereof, make all sums of
principal and interest then remaining unpaid hereunder immediately due
and payable in full, all without demand, present or notice, all of which hereby
are waived.  From and after the maturity of this Note or from and after an
Event of Default the entire principal then remaining unpaid shall bear interest
at the rate of three percent (3%) per annum above the note rate then in effect
until the same is paid.  Failure to exercise any of the foregoing options or
any other right the Bank may be entitled to in the Event of Default, shall not
constitute a waiver of the right to exercise such option, or any other right,
in the event of any subsequent Event of Default, whether the same or different
in nature.

         In the event the monthly payments of interest or the quarterly
payments of unused commitment fees are not paid within fifteen days of the due
date thereof, a late charge of five percent (5%) of the amount of the
delinquent payment may be assessed by the Bank to cover the extra expense in
handling the delinquent payment.  The Bank shall not be obligated to accept any
late payments unless



                                     10

<PAGE>   11

accompanied by the full amount of the late charge assessed by the Bank as
provided for herein.

         Borrower hereby acknowledges that Bank shall have, at all times, a
security interest in and a right of setoff against any deposit balances, or the
property of the Borrower, or any endorser or guarantors hereof, in the
possession of the Bank or the holder hereof; and Bank may at any time, without
notice, apply the same against payment of this Notice or any obligations of the
Borrower, or any guarantor or endorser to the Bank, regardless of the existence
of or amount of any other collateral held by Bank.

         The holder hereof may, without notice and without release of the
liability of any maker, endorser, surety or guarantor, add or release one or
more such parties or release any security in whole or in part.  The holder
hereof shall not be liable for, or be prejudiced by, failure to collect or the
lack of diligence in bringing suit upon this Note or any modification hereof.

         The Borrower, endorser, sureties and guarantors of this Note, as well
as all persons becoming liable hereon, severally waive presentment for payment,
demand, protest, notice of protest, and notice of dishonor.

         As herein used, the word "holder" shall mean the payee or other
endorsee of this Note who is in possession, or the bearer hereof if this Note
is at any time payable to bearer.

         Borrower agrees to pay, to the extent permitted by law, all costs,
charges, legal fees, and costs incurred by Bank in collecting or enforcing this
Note, or the Collateral Security.  This Note shall be deemed to be made under,
and construed in accordance with and governed by, the laws of the state of
Nebraska.

         Borrower acknowledges that the Bank may, at its option, grant a
participation interest in, or assign all or a part of, the obligation evidenced
hereby to such parties as Bank shall determine in its sole discretion;
provided, (i) prior to an event of default Bank shall act as the agent for
participants for the purposes of servicing and administration of the loan, (ii)
such participation shall be in compliance with any laws applicable to Bank and
(iii) such participation shall be made only to FDIC insured institutions or
their affiliates.

         This Note constitutes a modification, extension and renewal of that
certain Revolving Term Promissory Note and Loan Agreement dated December 22,
1994, and the Revolving Term Promissory Note and Loan Agreement (Modified and
Extended) dated December 1, 1995, each in the original principal amount of
$15,000,000.00  and the Revolving Term Promissory Note and Loan Agreement dated
May 28, 1996 (Modified and Extended) in the original principal amount of
$25,000,000.00 (herein collectively referred to as "Prior Notes").  This Note
is executed and delivered not in payment of the Prior




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<PAGE>   12

Notes but for the purpose of modifying, extending and renewing the Prior Notes
upon the terms and conditions herein stated.  All existing Collateral Security
for the Prior Notes shall secure this Note as well.

         Borrower acknowledges that this Note is to be secured by assets in
various states evidenced by various Collateral Security documents filed in each
state and that the Bank's remedies in the event of a default may differ under
varying state laws and procedures.  Borrower agrees that the Bank shall have
the greatest flexibility, collection rights and alternatives available.
Without limiting or otherwise restricting any other rights of the Bank,
pursuant to the Collateral Security documents or applicable law, the Borrower
agrees to the following.  In the event of a default, Bank shall have the
option: 1) to seek recovery of the collateral by foreclosure (judicial or
nonjudicial), exercise of power of sale, replevin, self help, appointment of
receiver or as otherwise permitted in the Collateral Security documents or
under applicable law (any of which is hereinafter referred to as "foreclosure")
and/or, 2) to enforce payment of this Note by suit, deficiency proceedings or
any other legal remedies allowable (any of which is herein referred to as
"payment proceedings").  Bank shall have the option to pursue foreclosure of
all, any, or none of the properties pledged as collateral concurrently, at
differing times, or any time, in its sole discretion and Bank may in each or
any foreclosure, seek recovery of all or any part of the unpaid amount of this
Note, in Bank's sole discretion.  If Bank pursues foreclosure against property
for an amount in excess of the amount realized by Bank from the foreclosure of
said property and if there are any restrictions or limitations on pursuing a
deficiency, the restriction or limitation shall not prevent or preclude Bank
from seeking recovery of the unpaid amount in foreclosure against other
properties or payment proceedings in any other jurisdictions, it being the
intention of the parties that the Note be fully cross-collateralized by all
Collateral Security.  Borrower agrees that any statute of limitations on
deficiency actions for payment proceedings shall be tolled and suspended until
ninety days after Bank has completed the last of any foreclosures that Bank
elects to pursue.  Notwithstanding the fact that Bank may maintain foreclosures
each seeking recovery of the full unpaid amount of this Note or amounts in the
aggregate exceeding the total amount owed, the Bank's total recovery from all
foreclosures or payment proceedings or any other legal or equitable remedies
shall not exceed the total amount of all amounts owing under this Note.

         This Agreement inures to the benefit of, and binds the Borrower and
Bank and their successors and assigns.

         If any provisions of this Note or any other document issued in
connection herewith should be unenforceable or invalid, such provisions shall
be deleted and the reminder of the provisions shall be enforced just as if the
deleted provisions had never been made a part hereof or such other document.



                                     12

<PAGE>   13


                                       SUPERTEL HOSPITALITY, INC.,
                                       A Delaware Corporation


                                       BY:     /s/ Paul J. Schulte
                                               -------------------
                                               Paul J. Schulte, President
STATE OF NEBRASKA         )
                          )  ss.
COUNTY OF MADISON         )


         The foregoing instrument was acknowledged before me this 30th day of
December, 1996, by Paul J. Schulte, President of Supertel Hospitality, Inc., a
Delaware corporation, on behalf of the corporation.


                                                 /s/ Patricia Milander
                                              ---------------------------------
                                              Notary Public