<PAGE>   1

                                                                    EXHIBIT 10.5



                                AMENDMENT NO. 4

                                       TO

                                     MASTER
                                LEASE AGREEMENT


                                    BETWEEN


                              JAMESON  INNS, INC.,
                                      AND
                             JAMESON ALABAMA, INC.
                                   AS LESSOR


                                      AND


                           JAMESON OPERATING COMPANY
                                   AS LESSEE


                                      AND


                       JAMESON OPERATING COMPANY II, LLC,
                              AS SUBSTITUTE LESSEE



                    AMENDMENT DATED AS OF DECEMBER 28, 1997





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                   AMENDMENT NO. 4 TO MASTER LEASE AGREEMENT

         THIS AMENDMENT NO. 4 TO MASTER LEASE AGREEMENT, made as of the 28th
day of December, 1997, by and between Jameson Inns, Inc., a Georgia corporation
(hereinafter called "JII"), and Jameson Alabama, Inc., an Alabama corporation
(hereinafter called "JAI") (JII and JAI hereinafter together called "Lessor"),
Jameson Operating Company, a Georgia corporation (hereinafter called "JOC"), as
lessee, and Jameson Operating Company II, LLC, a Georgia limited liability
company (hereinafter called "JOCLLC"), as substitute lessee, provides as
follows:

                                   RECITALS:

         WHEREAS, JOC as lessee and the Lessor entered into that certain Master
Lease Agreement dated as of February 3, 1994, as amended (the "Lease"),
covering the "Leased Property" as therein defined; and

         WHEREAS, effective as of the date hereof, JOC sold and assigned to
JOCLLC and of its right, title and interest in all of JOC's assets, including
the Lease, and JOCLLC assumed all of JOC's debts, liabilities and obligations,
including those under the Lease; and

         WHEREAS, the parties hereto desire to amend the Lease by extending the
term of the Lease and substituting JOCLLC as the lessee thereunder.

         NOW, THEREFORE, the parties hereto, in consideration of the covenants
and agreements to be performed by them as provided hereby, and upon the terms
and conditions hereinafter stated, does hereby  amend the Lease in the manner
and subject to the terms and conditions hereinafter set forth and agree to the
other terms and conditions set forth herein.  Unless otherwise defined herein,
capitalized terms shall have the meanings ascribed to them in the Lease.

         A.      AMENDMENT TO LEASE PROVISIONS REGARDING TERM

         Section  1.2 of Article I of the Lease shall be amended and restated
in its entirety so that it provides as follows:

                 1.2      TERM.  The term of the Lease (the "Term") shall
         commence on December 28, 1997 (the "Commencement Date"), and shall end
         on December 31, 2007, unless sooner terminated in accordance with the
         provisions hereof.

         B.      ASSUMPTION OF LEASE

         JOCLLC hereby assumes all of the rights, powers, duties and
obligations of JOC as lessee and the Lease and agrees  to excercise all such
powers and rights and to perform all of such duties and obligations in
accordance with the terms of the Lease.





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         C.      AMENDMENT OF LEASE TO SUBSTITUTE LESSEE

         The Lease is hereby amended to substitute JOCLLC for JOC as Lessee
under the Lease and the term "Lessee" shall refer to Jameson Operating Company
II, LLC, with respect to all terms and conditions of the Lease effective as of
00:01 a.m. on December 28, 1997.

         D.      CONSENT OF LESSOR

         Lessor hereby consents to (i) the assignment by JOC and the assumption
by JOCLLC of the Lease and all the rights, powers, duties and obligations of
the Lessee thereunder, and (ii) the substitution as JOCLLC as Lessee under the
Lease, and releases JOC from all obligations, liabilities and claims thereunder
whensoever the same shall have arisen.

         E.      CONTINUATION OF LEASE EXCEPT AS SPECIFICALLY AMENDED HEREBY

         Except as specifically amended and modified hereby, the terms and
provisions of the Lease as heretofore in effect are hereby ratified and
confirmed and remain in full force and effect.


                                        LESSOR
                                        
                                        JAMESON  INNS, INC.
                                        
Attest:                                 
                                        
                                        By:                                   
-----------------------                      ---------------------------------
 Secretary                                   Thomas W. Kitchin, President
                                        
                                                         AND
                                        
                                        JAMESON ALABAMA, INC.
                                        
Attest:                                 
                                        
                                        By:                                   
-----------------------                      ---------------------------------
 Secretary                                   Thomas W. Kitchin, President





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                                         LESSEE
                                         
                                         JAMESON OPERATING COMPANY
Attest:                                  
                                         
                                         
                                         By:                              
----------------------                        ----------------------------
Secretary                                     Thomas W. Kitchin, President
                                         
                                         
                                         SUBSTITUTE LESSEE
                                         
                                         JAMESON OPERATING
                                         COMPANY II, LLC
Attest:                                  
                                         
                                         
                                         By:                              
----------------------                        ----------------------------
Secretary                                     Thomas W. Kitchin, President





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