<PAGE>



                                                                   EXHIBIT 10.28

                         REVOLVING CREDIT LOAN AGREEMENT

         THIS REVOLVING CREDIT LOAN AGREEMENT is made and entered into as of the
14th day of  November,  1997,  by EQUITY  INNS  PARTNERSHIP,  L.P..  a Tennessee
limited  partnership,  and  EQUITY  INNS/WEST  VIRGINIA  PARTNERSHIP,   L.P..  a
Tennessee limited partnership (together herein called "Borrower"),  EQUITY INNS,
INC.. a Tennessee  corporation,  and EQUITY INNS TRUST,  a Maryland  real estate
investment  trust  (together  herein called  "Guarantor"),  and NATIONAL BANK OF
COMMERCE, Memphis, Tennessee ("Bank").

                                   WITNESSETH

         For mutual considerations,  receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:

                                    ARTICLE l
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01.  Defined  Terms.  As used in this Agreement the following
terms have the  following  meanings  (terms  defined in the singular to have the
same meaning when used in the plural and vice versa):

         "Agreement" means this Revolving Credit Loan Agreement, as amended,
supplemented, or modified from time to time.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks in Memphis,  Tennessee,  are authorized or required to
close under the laws of the State of Tennessee.

         "Commitment" means Bank's obligation to make Loans to Borrower pursuant
to Section 2.01 in the amount referred to therein.

         "Default" means any of the events specified in Section 4.01, whether or
not any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

         "Event of Default"  means any of the events  specified in Section 4.01,
provided that any  requirement  for the giving of notice,  the lapse of time, or
both, or any other condition, has been satisfied.

         "First Chicago Credit  Facility" means the unsecured  revolving  credit
facility of up to  $250,000,000.00  committed to Borrower by The First  National
Bank of Chicago, Credit Lyonnais New York Branch and AmSouth Bank.



<PAGE>



         "Guarantors"  means Equity Inns,  Inc.,  a Tennessee  corporation,  and
Equity Inns Trust, a Maryland real estate investment trust.
         "Guaranty" means the Guaranty  Agreement in  substantially  the form of
Exhibit A attached hereto to be delivered by Guarantors  under the terms of this
Agreement.

         "Head Office" means the office of Bank at 7770 Poplar Avenue, P.O. Box
381197, Germantown, Tennessee 38138-1197.

         "Loan(s)" means collectively the Revolving Credit Loans.

         "Loan  Documents"  means  collectively  this  Agreement,  the Revolving
Credit Note, the Guaranty, and any additional documents required to be delivered
by Borrower or Guarantors under this Agreement.

         "Person" means an individual, partnership, corporation, business trust,
joint  stock  company,  trust,   unincorporated   association,   joint  venture,
governmental authority, or other entity of whatever nature.

         "Prime  Rate"  means  such  variable  reference  or  benchmark  rate of
interest as shall be  established by Bank as its prime rate to be in effect from
time to time, whether or not such rate is otherwise published.

         "Revolving  Credit Loans" shall have the meaning  assigned to such term
in Section 2.01.

         "Revolving Credit Note" shall have the meaning assigned to such term in
Section 2.05.

         "Termination  Date" means the date on which Bank's  commitment  to make
Revolving Credit Loans hereunder shall terminate, which is September 1, 2000.

                                   ARTICLE II
                          AMOUNT AND TERMS OF THE LOANS

         SECTION 2.01. Revolving Credit. Bank agrees on the terms and conditions
hereinafter set forth, to make advances  ("Revolving  Credit Loans") to Borrower
from time to time  during the period from the date of this  Agreement  up to but
not including the Termination  Date in an aggregate  amount not to exceed at any
time  outstanding  FIVE MILLION and No/100 DOLLARS  ($5,000,000.00).  Within the
limits of the Commitment,  Borrower may borrow, prepay pursuant to Section 2.06,
and reborrow under this Section 2.01.

         SECTION 2.02. Notice and Manner of Borrowing.  Borrower shall submit to
Bank a request for any Revolving Credit Loan under this Agreement in writing. In
order for Bank to fund any such Revolving Credit Loan on the same date a request
is received,  Bank must  receive  such request not later than 2:00 P.M.  current
Memphis, Tennessee time on the date such Revolving Credit Loan is

                                       -2-

<PAGE>



requested.  Requests  received  after 2:00 PM. will be funded the next  Business
Day.  Bank will  make such  Revolving  Credit  Loan  available  to  Borrower  in
immediately  available  funds by  crediting  the amount  thereof  to  Borrower's
account with Bank.

         SECTION  2.03.  Interest.  Borrower  shall pay  interest to Bank on the
outstanding and unpaid principal amount of the Revolving Credit Loans made under
this  Agreement  at a rate per  annum  equal to the  lesser  of (a) the  maximum
effective  rate which Bank is allowed under  applicable  law to contract for and
charge  from time to time,  or (b) the Prime  Rate of Bank.  On the date of this
Agreement,  the  rate of  interest  payable  on the  Revolving  Credit  Loans is
__________________.  Such interest rate shall be adjusted daily, on each day the
Prime Rate is changed by Bank.  Interest  shall be  calculated on the basis of a
year of 365  days  for  the  actual  number  of days  elapsed.  Interest  on the
Revolving Credit Loans shall be paid in immediately available funds on the first
day of each month at the Head Office. Any principal amount not paid when due (at
maturity,  by acceleration,  or otherwise) shall beat interest  thereafter until
paid at a rate  which  shall be equal to the  lesser of (i) Prime  Rate plus two
percent  (2%) or (ii) the maximum  effective  rate of  interest  which Bank as a
national bank is permitted to contract for and charge from time to time.

         SECTION 2.04 Commitment Fee. In consideration of Bank's  undertaking to
make Revolving Credit Loans  hereunder,  Borrower shall pay to Bank a commitment
fee in an amount equal to the  following:  two-tenths of one percent  (.20%) per
annum of the unused portion of the Commitment.  The fee will be calculated based
on the average  daily  unborrowed  portion of the  Commitment  in each  calendar
quarter, and shall be payable quarterly in arrears.

         SECTION 2.05. Revolving Credit Note. All Revolving Credit Loans made by
Bank under this  Agreement  shall be evidenced  by, and repaid with  interest in
accordance with, a single  promissory note of Borrower in substantially the form
of Exhibit B attached  hereto duly  completed,  in the principal  amount of FIVE
MILLION AND NO/100 DOLLARS ($5,000,000.00),  payable to Bank, and maturing as to
principal on the  Termination  Date (the "Revolving  Credit Note").  The amounts
reflected  on  Bank's  internal  records  shall be deemed  conclusive  as to the
outstanding balance of principal and interest of the Revolving Credit Loans from
time to time absent  Borrower  furnishing  to Bank  conclusive  and  irrefutable
evidence of an error made by Bank with respect to such records.

         SECTION 2.06.  Prepayments.  Borrower may prepay the  Revolving  Credit
Note in whole or in part at any time  without  penalty,  provided  that  accrued
interest to the date of such  prepayment  shall be paid on the principal  amount
prepaid.

         SECTION 2.07. Method of Payment. Borrower shall make each payment under
this  Agreement  and under the  Revolving  Credit  Note not later than 1:00 P.M.
current  Memphis,  Tennessee  time on the date when due in  lawful  money of the
United  States  to Bank at the  Head  Office  in  immediately  available  funds.
Borrower hereby  authorizes  Bank, if and to the extent payment is not made when
due under this Agreement or under the Revolving Credit Note, to charge from time
to time  against any account of Borrower  with Bank any amount so due.  Whenever
any payment to be made under this  Agreement or under the Revolving  Credit Note
shall be stated to be due on a

                                       -3-

<PAGE>



Saturday,  Sunday, or a public holiday, or banking holiday under the laws of the
state in which the Head Office is  located,  such  payment  shall be made on the
next  succeeding  Business Day, and such extension of time shall in such case be
included in the computation of the payment of interest.

                                   ARTICLE III
                              CONDITIONS PRECEDENT


         SECTION 3.01. Condition Precedent to Initial Revolving Credit Loan. The
obligation  of Bank to make the  initial  Revolving  Credit  Loan to Borrower is
subject to the condition precedent that Bank shall have received and approved on
or before the day of such Revolving  Credit Loan each of the following,  in form
and substance satisfactory to Bank and its counsel:

         (1)      Note.  The Revolving Credit Note duly executed by Borrower.

         (2)      Guaranty. The Guaranty duly executed by the Guarantor.

         (3)      Evidence of existence and good standing of Borrower. Certified
                  copies of Borrower's  Certificate and  Partnership  Agreement,
                  Certificates  of Existence of Borrower issued by the Secretary
                  of State of Tennessee.

         (4)      Evidence of all required  partnership  action by the Borrower.
                  Certified  (as of the date of this  Agreement)  copies  of all
                  partnership  action  taken by the  Borrower,  authorizing  the
                  execution,  delivery,  and performance of the Note,  Agreement
                  and all other Loan  Documents to be executed and  delivered by
                  it.

         (5)      Opinion of counsel for  Borrower  and  Guarantor.  A favorable
                  opinion  of  Hunton  &  Williams,  counsel  for  Borrower  and
                  Guarantor as to the  existence  and  authority of Borrower and
                  Guarantor,  as  applicable,  and  the  enforceability  of  the
                  applicable  Loan  Documents,  and as to such other  matters as
                  Bank may reasonably request;

         (6)      Evidence of existence and authority of  Guarantors.  Certified
                  copy of the Charter of Equity Inns,  Inc. and  certificate  of
                  good   standing   issued  by  the   Secretary  of   Tennessee.
                  Certificate  of  Existence  of Equity Inns Trust issued by the
                  Secretary of State of Maryland.

         (7)      Evidence of all corporate  action by Guarantor.  Certified (as
                  of the date of this Agreement)  copies of all corporate action
                  taken by  Guarantor,  including  resolutions  of its  Board of
                  Directors,  and trustees  authorizing the execution,  delivery
                  and  performance  of the Loan Documents to which it is a party
                  and each  other  document  to be  delivered  pursuant  to this
                  Agreement;



                                       -4-

<PAGE>



         (8)      Other   Documents.   Bank  shall  have   received  such  other
                  approvals,  opinions,  or  documents  as Bank  may  reasonably
                  request.

         (9)      Other. The items required by Section 3.02(1).

         SECTION 3.02. Conditions Precedent to All Revolving,  Credit Loans. The
obligation of Bank to make such  Revolving  Credit Loans  (including the initial
Revolving  Credit Loan) is subject to the further  conditions  precedent that on
the date of such Loan:

         (1) The following statements shall be true and Bank shall have received
a certificate  signed by a duly authorized officer of the general partner of the
Borrower dated the date of such Revolving Credit Loan, stating that:

                  (a)      No Default or Event of Default has occurred and is
continuing, or would result from such Loan; and

                  (b) There has been no material adverse change in the financial
condition of Borrower or either  Guarantor  since the date of the last financial
statements delivered to Bank in connection herewith.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

         SECTION 4.01. Events of Default.  If any of the following events
("Events of Default") shall occur:

    (1) Borrower should fail to pay the principal of, or interest on, the Loans,
or any amount of a  commitment  fee,  within ten (10) days after  notice of such
default in payment is given to Borrower by Bank; '

    (2) Any  representation  or  warranty  made or deemed  made by  Borrower  or
Guarantor in this Agreement, the Loan Documents or in any certificate, document,
opinion  or  financial  or other  statement  furnished  at any time  under or in
connection  with any Loan  Document  shall  prove to have  been  materially  and
adversely  incorrect in any material respect on or as of the date made or deemed
made;

    (3)  Borrower  or  Guarantor  shall fail to  perform  or  observe  any term,
covenant,  or  agreement  to be  performed  or observed by Borrower or Guarantor
contained in any Loan Document  (other than the Revolving  Credit Note) to which
it is a party;  and such failure shall continue for a period of thirty (30) days
after  notice  to  Borrower  from Bank  describing  the  nature of the  failure;
provided  that,  if such failure is not  susceptible  of cure within such thirty
(30) day period,  Borrower  shall be allowed a reasonable  time not to exceed an
additional sixty (60) days to effect such cure to Bank's reasonable satisfaction
provided  Borrower  promptly  begins efforts to cure and  thereafter  diligently
pursues such cure.


                                       -5-

<PAGE>



         (4)      Any Default under the First Chicago Credit Facility.

         (5) Borrower or either  Guarantor (a) shall  generally not, or shall be
unable to, or shall  admit in  writing  its  inability  to pay its debts as such
debts become due; or (b) shall make an assignment for the benefits of creditors,
petition or apply to any tribunal for the  appointment of a custodian,  receiver
or trustee for it or a substantial part of its assets; or (3) shall commence any
proceeding under any bankruptcy, reorganization,  arrangements,  readjustment of
debt, dissolution, or liquidation law or statute of any jurisdiction whether how
or hereafter in effect, or (d) shall have any such petition or application filed
or any such  proceeding  commenced  against  it in which an order for  relief is
entered or adjudication or appointment is made and which remains undismissed for
a period of one hundred eighty (180) days or more; or (e) by any act or omission
shall  indicate  its  consent  to,  approval  of,  or  acquiescence  in any such
petition, application, or proceeding, or order for relief, or the appointment of
a  custodian,  receiver,  or  trustee  for  all or any  substantial  part of its
properties;  or (f)  shall  suffer  any  such  custodianship,  receivership,  or
trusteeship  to continue  undischarged  for a period of one hundred eighty (180)
days or more;

         (6) The Guaranty  shall,  at any time after its  execution and delivery
and for any  reason,  cease to be in full force and effect or shall be  declared
null and void, or an Event of Default shall occur thereunder, or the validity or
enforceability  thereof  shall be  contested  by  either  Guarantor,  or  either
Guarantor shall deny it has any further liability or obligation or shall fail to
perform its obligations under the Guaranty. within any applicable cure period:

then,  and in any such event,  Bank may, by notice to Borrower,  (1) declare its
obligation to make Revolving Credit Loans  terminated,  whereupon the same shall
forthwith terminate, and (2) declare the outstanding Revolving Credit Loans, all
interest  thereon,  and all other  amount  payable  under this  Agreement  to be
forthwith due and payable,  without  presentment,  demand,  protest.  or further
notice  of any kind,  all of which  are  hereby  expressly  waived by  Borrower;
provided,  however,  that  occurrence of any event  specified in subsection  (5)
above  shall  constitute  an  immediate  and  automatic  termination  of  Bank's
obligation to make Revolving  Credit Loans  hereunder,  and all Revolving Credit
Loans then outstanding  shall become  automatically and  simultaneously  due and
payable in full without any action on the part of Bank.

                             ARTICLE V MISCELLANEOUS

         SECTION 5.01. Amendments. Etc.  No amendment modification, termination,
or waiver of any provision of any Loan Document to which Borrower is a party,
nor consent to any departure by Borrower from any Loan Document to which it is a
party, shall in any event be effective unless the same shall be in writing and
signed by Bank, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         SECTION 5.02. Notices. Etc.  All notices and other communications
provided for under this Agreement and under the other Loan Documents to which
Borrower is a party shall be in writing (including telegraphic or facsimile
communication) and mailed, sent by facsimile or telegraphed or delivered, if to
Borrower, at its address at:


                                       -6-

<PAGE>



                                    4735 Spottswood
                                    Suite 102
                                    Memphis, Tennessee 38117
                                    Attention: Phillip H. McNeill
                                    (fax number (901) 761-1485)
With a copy to:

                                    Gerald Best
                                    Hunton & Williams
                                    1751 Pinnacle Drive
                                    Suite 1700
                                    McLean. VA 22102

and if to Bank, at its address at:

                                    7770 Poplar Avenue
                                    P.O. Box 381197
                                    Germantown, Tennessee 38138-1197
                                    Attention: Edward L. Simpson
                                    (fax number (901) 757-4883)

or, as to each party, at such other address as shall be designated by such party
in a written  notice to the other party  complying as to delivery with the terms
of this Section 5.02. All such notices and communications  shall, when mailed or
telegraphed,  be  effective  when  deposited  in the mails or  delivered  to the
telegraph company, respectively,  addressed as aforesaid, except that notices to
Bank  pursuant  to the  provisions  of Article Il shall not be  effective  until
received by Bank.

         SECTION  5.03. No Waiver:  Remedies.  No failure on the part of Bank to
exercise, and no delay in exercising, any right, power, or remedy under any Loan
Documents  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right  under any Loan  Documents  preclude  any other or further
exercise  thereof or the exercise of any other right.  The remedies  provided in
the Loan Documents are cumulative and not exclusive of any remedies  provided by
law.

         SECTION 5.04.  Successors and Assigns.  This Agreement shall be binding
upon and  inure to the  benefit  of  Borrower  and  Bank  and  their  respective
successors and assigns,  except that Borrower may not assign or transfer, any of
its rights  under any Loan  Document to which  Borrower  is a party  without the
prior written consent of Bank.



                                       -7-

<PAGE>



         SECTION  5.05.  Costs,  Expenses and Taxes.  Borrower  agrees to pay on
demand all costs and expenses in  connection  with the  preparation,  execution,
delivery,  and administration of any of the Loan Documents,  including,  without
limitation,  the reasonable fees and out-of-pocket expenses of counsel for Bank,
and all costs and expenses, if any, in connection with the enforcement of any of
the Loan Documents.

         SECTION  5.06.  Right of Set-off.  Upon the  occurrence  and during the
continuance of any Event of Default,  Bank is hereby  authorized at any time and
from time to time,  without notice to Borrower (any such notice being  expressly
waived  by  Borrower),  to set off and apply any and all  deposits  (general  or
special,  time or  demand,  provisional  or  final)  at any time  held and other
indebtedness  at any time owing by Bank to or for the  credit or the  account of
Borrower  against any and all of the  obligations  of Borrower  now or hereafter
existing  under  this  Agreement  or  the  Note  or  any  other  Loan  Document,
irrespective  of  whether  or not Bank  shall  have made any  demand  under this
Agreement or the Note or such other Loan Document and although such  obligations
may be unmatured.  Bank agrees promptly to notify Borrower after any such setoff
and  application  provided that the failure to give such notice shall not affect
the  validity  of such  setoff  and  application.  The rights of Bank under this
Section 5.06 are in addition to other rights and  remedies  (including,  without
limitation, other rights of setoff) which Bank may have.

         SECTION 5.07.  Waiver of Right to Jury Trial.  The undersigned  jointly
and severally  waive(s) any right to a trial by jury in any action or proceeding
to enforce or defend any rights  under this  Agreement  or under any  amendment,
instrument,  document  or  agreement  delivered  (or which may in the  future be
delivered)  in  connection  herewith or arising  from any  banking  relationship
existing in connection with this Agreement.  The undersigned  agree(s) that such
action or proceeding  shall be tried in Shelby County,  Tennessee before a court
and not before a jury.

         SECTION 5.08.  Governing Law. This  Agreement and the Revolving  Credit
Note shall be governed by, and construed in accordance  with,  the internal laws
of the State of  Tennessee,  except  with  respect to  interest  which  shall be
governed by applicable federal law in effect from time to time.

         SECTION 5.09.  Severability  of  Provisions.  Any provision of any Loan
Document which is prohibited or unenforceable  in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating  the  remaining  provisions of such Loan
Document or affecting the valid~,  or  enforceability  of such  provision in any
other jurisdiction.

         SECTION  5.10.  Headings.  Article  and  Section  headings  in the Loan
Documents are included in such Loan  Documents for the  convenience of reference
only and shall not  constitute a part of the  applicable  Loan Documents for any
other purpose.

         SECTION 5.11.  Joinder by Guarantor.  Guarantor  joins in the execution
hereof  for  the  purpose  of  consenting  to the  provisions  contained  herein
applicable  to it and its  properties  and of  agreeing  to comply with all such
provisions.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

                                       -8-

<PAGE>



                                      BORROWER:

                                      EQUITY INNS PARTNERSHIP, L.P.,
                                      a Tennessee limited partnership
                                      By:  Equity Inns Trust, a Maryland
                                           real estate investment trust,
                                           its sole general partner


                                           By:     /s/ Howard A. Silver
                                                   --------------------
                                           Name:   Howard A. Silver
                                           Title:  CFO




                                       -9-

<PAGE>



                                      EQUITY INNS/WEST VIRGINIA
                                      PARTNERSHIP. L.P.,
                                      a Tennessee limited partnership
                                      By:  Equity Inns Services, Inc.,
                                           a Tennessee corporation
                                           ts sole general partner


                                           By:     /s/ Howard A. Silver
                                                   --------------------
                                           Name:   Howard A. Silver
                                           Title:  CFO


                                      GUARANTOR:

                                      EQUITY INNS, INC.,
                                      a Tennessee corporation


                                      By:     /s/ Phillip H. McNeill, Sr.
                                              ---------------------------
                                              Phillip H. McNeill, Sr.
                                      Title:  Chairman of the Board




                                      -10-

<PAGE>



                                      EQUITY INNS TRUST, a
                                      Maryland real estate investment trust


                                      By:     /s/ Phillip H. McNeill, Sr.
                                              ---------------------------
                                              Phillip H. McNeill, Sr.
                                      Title:  Chairman of the Board



                                      -11-

<PAGE>



                                      BANK:

                                      NATIONAL BANK OF COMMERCE


                                      By:     /s/ Edward L. Simpson
                                              ---------------------
                                              Edward L. Simpson
                                      Title:  Vice President

                                      -12-

<PAGE>



                               GUARANTY AGREEMENT

         THIS GUARANTY AGREEMENT is entered into as of the 14th day of November,
1997, by and between EQUITY INNS, INC., a Tennessee corporation, and EQUITY INNS
TRUST, a Maryland real estate  investment trust (hereafter  collectively  called
"Guarantor")  and NATIONAL  BANK OF  COMMERCE,  Memphis,  Tennessee,  a national
banking association (hereafter "Bank").

         Statement of Guaranty.  In  consideration  of the  extension by Bank of
credit to EQUITY INNS PARTNERSHIP,  L.P., a Tennessee limited  partnership,  and
EQUITY INNS/WEST  VIRGINIA  PARTNERSHIP,  L.P., a Tennessee limited  partnership
(collectively  "Borrower"),  and  other  good and  valuable  consideration,  the
receipt and sufficiency of which is hereby acknowledged,  and in order to induce
Bank  to  make  loans  or  other  financial   accommodations   to  Borrower  and
acknowledging  that Bank is relying on this Guaranty,  Guarantor  absolutely and
unconditionally guarantees to Bank, its endorsees,  transferees,  successors and
assigns of either this  Guaranty or of any  obligation  guaranteed  hereby,  the
punctual payment when due (whether at scheduled maturity,  acceleration,  demand
or otherwise) of any and all  indebtedness or obligations now or hereafter owing
by Borrower to Bank arising under or as a consequence  of the loans from Bank to
Borrower  made under or pursuant to the  Revolving  Credit Loan  Agreement  (the
"Loan  Agreement")  of even date herewith by and among  Borrower,  Guarantor and
Bank and evidenced by the Revolving  Credit  Promissory Note of Borrower of even
date  herewith in the stated  principal  sum of FIVE MILLION AND NO/100  DOLLARS
($5,000,000.00),  or any renewals or  extensions  thereof,  in whole or in part,
without limitation as to the number of such renewals or extensions or the period
or periods  thereof,  together with interest  thereon and all collection  costs,
attorneys'  fees and other  losses,  charges and  expenses  of  whatever  nature
becoming  due  or  incurred  by  Bank  and/or  by  the  endorsees,  transferees,
successors or assigns of Bank in  connection  with the  indebtedness  guaranteed
hereby (all of the foregoing  principal  indebtedness,  interest,  costs,  fees,
loss, charges and expenses being hereinafter referred to as the "Indebtedness").

         Other Agreements.

         (a) The liability of Guarantor hereunder shall be independent of and in
addition to any other  guaranty or  agreement by Guarantor or any other party at
any time in effect  as to all or any part of the  Indebtedness  and  Guarantor's
obligations  hereunder may be enforced  regardless of any such other guaranty or
agreement.

         (b) Each Guarantor understands and agrees that in the event any payment
made by or on behalf of Borrower respecting the Indebtedness or any part thereof
shall at any time be repaid by Bank in compliance  with an order (whether or not
final) by a court of  competent  jurisdiction  pursuant to any  provision of the
Revised  Bankruptcy Act as now existing or hereafter amended or applicable state
law, the Indebtedness guaranteed hereby shall not be deemed to have been paid to
the extent of the repayment so made,  the  obligations  of Guarantor and each of
them  shall  continue  in full force and  effect  and Bank will  continue  to be
entitled to the full benefits of this Guaranty,  notwithstanding any termination
of this Guaranty or the  cancellation of any note or other agreement  evidencing
the Indebtedness.




<PAGE>



         (c)  No   invalidity.,   irregularity   or   unenforceability   of  the
Indebtedness or any part thereof shall be a defense to this Guaranty.  Guarantor
and  each  of them  understand  and  agree  that  this  Guaranty  remains  fully
enforceable not  withstanding any defenses that Borrower may assert to liability
for the  Indebtedness,  including  but not limited to failure of  consideration,
breach of warranty, statute of frauds and statute of limitations.

         (d) This Guaranty is a continuing and unconditional guaranty of payment
and may not be  terminated  by  Guarantor  until  such time as all  Indebtedness
guaranteed hereby,  including any renewals or extensions thereof, have been paid
in full and  such  payments  have  become  final  and are not  subject  to being
refunded as a preference or fraudulent  transfer under  Bankruptcy Code or other
applicable law.

         Waivers.  Guarantor waives notice of acceptance of this Guaranty and of
the creation,  extension or renewal of any Indebtedness or liability of Borrower
guaranteed  hereby  and the  default  on or  acceleration  of  maturity  of such
Indebtedness.  Guarantor  also waives  presentment,  demand,  notice of protest,
notice of dishonor  and all other  demands and  notices in  connection  with the
delivery, acceptance, performance, default or endorsement of any Indebtedness or
liability  guaranteed hereby or of this Guaranty,  and hereby waives any failure
to promptly commence suit against any party thereto or liable thereon or to give
any notice to or make any claim or demand upon the Guarantor or the Borrower. No
act,  failure to act, or omission of any kind on the part of the Guarantor,  the
Borrower,  the Bank or any other person shall be a legal or equitable  discharge
or release of the  Guarantor  from its  obligation  hereunder  unless  agreed to
hereafter  in writing by the Bank.  This  Guaranty  shall not be affected by any
change which may arise by reason of the  dissolution  of the  Guarantor,  or the
death or dissolution of any partner(s) of the Guarantor,  or of the Borrower, or
by  reason  of the  accession  to any  such  partnership  of any one or more new
partners.

         Rights of Bank. From time to time,  without further  authorization from
or notice to Guarantor,  and with or without  consideration,  Bank may (a) grant
credit to Borrower from time to time; (b) alter, compromise,  accelerate, extend
or modify the time or manner of payment of any Indebtedness  guaranteed  hereby;
(c) increase or reduce the rate of interest thereon; (d) extend, modify or amend
the terms and conditions of any instrument evidencing the Indebtedness;  and (e)
add or release any one or more other Guarantors. Bank is expressly authorized to
(a) waive any right it may have to require additional collateral;  (b) surrender
or release  collateral  held by it; and (c) substitute any collateral held by it
for other  collateral of like kind or of any kind. The  obligations of Guarantor
hereunder and the rights of Bank protected  hereby shall not be diminished or in
any manner  affected by (a) Bank's  failure to  accelerate  the  maturity of the
Indebtedness upon default by Borrower; (b) Bank's failure to exercise its rights
with  regard  to any  collateral;  (c)  the  extension  of the  maturity  of the
Indebtedness;  (d) the renewal or modification of any instrument  evidencing the
Indebtedness;  (e) Bank's failure to attempt  collection of the  Indebtedness by
legal  proceedings or otherwise or by proceeding in any manner against  Borrower
or  the  collateral   securing  the   Indebtedness;   or  (f)  any   impairment,
modification,  change,  release or limitation of the Indebtedness or obligations
guaranteed  hereby, or any release of Borrower,  resulting from the operation of
any present or future  provision of the Revised  Bankruptcy Act or other similar
statute, or from the decision of any court.



                                      -2-

<PAGE>



         Default/Remedy.  "Event of Default" as used herein shall mean:

                  1)       Any "Event of Default" as defined under the Loan
Agreement or any other of the Loan Documents (as defined in the Loan Agreement);

                  2)       Default in the observance or performance of any
covenant or agreement of Guarantor contained herein and the expiration of any
grace or cure period herein given; or

                  3)       Insolvency of Guarantor, however evidenced; or

                  4)       Guarantor voluntarily or involuntarily terminates or
dissolves or is terminated or dissolved; or

                  5)       There is a material adverse change in the financial
status of Guarantor.

         If an Event of Default  shall  occur,  then or at any time  thereafter,
while such Event of Default shall continue,  Bank may declare all  Indebtedness,
regardless of their terms, for the purposes of this Guaranty,  together with all
obligations of Guarantor  hereunder,  to be due and payable and Guarantor shall,
upon demand by Bank, immediately pay to Bank the full amount of the Indebtedness
and such obligation shall become the direct and primary obligation of Guarantor.

         Except  as may  otherwise  be  provided  herein  or in any  other  Loan
Document, there shall be no duty. or obligation upon the Bank, whether by notice
under any  applicable  statutory  law or otherwise,  (i) to proceed  against the
Borrower or the Guarantor, (ii) to initiate any proceeding or exhaust any remedy
against  the  Borrower  or the  Guarantor,  or (iii) to give any  notice  to the
Guarantor or the Borrower,  whatsoever,  before  bringing  suit,  exercising any
rights to any  collateral or security,  or  instituting  proceedings of any kind
against the Borrower, the Guarantor or both.

         Application of Payments. With or without notice to Guarantor,  Bank, in
its sole  discretion,  may apply to the Indebtedness all payments from Borrower,
from Guarantor,  or from any other Guarantor under this or any other instrument,
or realized  from any  collateral,  in such manner and order of priority as Bank
sees fit subject, however, to applicable law.

         Joint and Several  Liability.  If more than one  Guarantor has executed
this  Guaranty or a separate  guaranty,  the  obligations  and  liability of all
Guarantors shall be joint and several. Bank shall be authorized and empowered to
institute proceedings in law or in equity against each Guarantor,  or any one or
more of them,  without joining Borrower or any other Guarantor.  Bank shall have
no  duty  or  obligation  to  proceed   against  any  collateral   securing  the
Indebtedness prior to enforcing this Guaranty.

         Lien on Guarantor's Property. In addition to all liens upon, and rights
of setoff against the moneys, securities, or other properties of Guarantor given
to Bank by contract  or by law,  Bank shall have a lien upon and right of setoff
against all moneys,  securities,  and other  property of Guarantor or any one of
them now or hereafter in the possession of or on deposit with Bank, whether held
in a general or special  account,  or deposit,  or for safekeeping or otherwise;
and every such lien and right of setoff may be exercised without demand upon or
notice to Guarantor.

                                       -3-

<PAGE>



         Rights with Respect to Collateral. The Guarantor hereby agrees that any
rights  which  the  Guarantor  may  now or  hereafter  have to  payments  of any
indebtedness owing from Borrower or to Guarantor in any collateral  securing any
of the  Indebtedness  or against the Borrower or any  property of the  Borrower,
including  rights  arising  by virtue of  subrogation  or  indemnification  upon
payment by Guarantor of amounts due from Borrower to Bank or otherwise, shall be
subordinate  and junior to the Bank's rights to said  collateral or property and
to the Bank's  indefeasible  right to the prior payment of the  Indebtedness  or
liabilities  until such time as the  Indebtedness is fully and finally paid. The
Guarantor  further  authorizes the Bank,  without notice or demand, to apply any
obligations  due or to become due to the Guarantor from the Bank in satisfaction
of any of the Indebtedness and the Guarantor's obligation hereunder,  including,
but not limited to, the right to set-off  against any deposits of the  Guarantor
with the Bank.

         The Bank  shall be under no duty to  undertake  to  collect  upon  such
collateral  or any part thereof,  and shall not be liable for any  negligence or
mistake in judgment in handling,  disposing of, obtaining, or failing to collect
upon, or perfecting a security, interest in, any such collateral.

         Incorporation   by   Reference.   Guarantor   agrees  that  the  terms,
conditions,  agreements,  and  stipulations  in all  instruments  evidencing the
Indebtedness guaranteed hereby,  heretofore or hereafter executed,  shall become
part  of this  Guaranty  and are  hereby  ratified,  adopted  and  confirmed  by
Guarantor.

         Severability.  If any provision in this Guaranty is held invalid, such
invalidity shall not affect the validity or enforceability of the remaining
provisions of this Guaranty.

         Binding Effect.  This Guaranty shall bind the heirs, legal
representatives, successors and assigns of Guarantor.

         Counterpart Originals.  This Guaranty may be executed in several
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

         Governing Law.  This Guaranty shall be governed by and construed
according to the internal laws of the State of Tennessee.

         Disclaimer.  THE  GUARANTOR'S  EXECUTION OF THIS GUARANTY WAS NOT BASED
UPON ANY FACTS OR MATERIALS  PROVIDED BY BANK, NOR WAS THE GUARANTOR  INDUCED TO
EXECUTE THIS GUARANTY BY ANY REPRESENTATION, STATEMENT OR ANALYSIS MADE BY BANK.
THE  GUARANTOR   ACKNOWLEDGES  AND  AGREES  THAT  THE  GUARANTOR   ASSUMES  SOLE
RESPONSIBILITY  FOR  INDEPENDENTLY  OBTAINING ANY  INFORMATION OR REPORTS DEEMED
ADVISABLE BY THE GUARANTOR WITH REGARD TO THE BORROWER OR THE GUARANTOR, AND THE
GUARANTOR  AGREES TO RELY  SOLELY ON THE  INFORMATION  OR REPORTS SO OBTAINED IN
REACHING  ANY  DECISION  TO  EXECUTE  OR NOT TO  TERMINATE  THIS  GUARANTY.  THE
GUARANTOR  ACKNOWLEDGES  AND  AGREES  THAT  THE  BANK IS AND  SHALL  BE UNDER NO
OBLIGATION NOW OR IN THE FUTURE TO FURNISH ANY

                                       -4-

<PAGE>



INFORMATION TO THE GUARANTOR  CONCERNING THE BORROWER,  THE  INDEBTEDNESS OR THE
GUARANTOR,  AND THAT THE BANK DOES NOT AND SHALL NOT BE DEEMED IN THE  FUTURE TO
WARRANT  THE  ACCURACY  OF ANY  INFORMATION  OR  REPRESENTATION  CONCERNING  THE
BORROWER,  THE  GUARANTOR OR ANY OTHER PERSON WHICH MAY INDUCE THE  GUARANTOR TO
EXECUTE OR NOT TO TERMINATE THIS GUARANTY.

         Waiver of Trial by Juryo  GUARANTOR  AND BANK HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY ON ANY CLAIM,  COUNTERCLAIM,  SETOFF,  DEMAND,  ACTION OR CAUSE OF
ACTION (A) ARISING OUT OF OR IN ANY WAY  PERTAINING OR RELATING TO THIS GUARANTY
OR ANY OTHER LOAN  DOCUMENT OR (B) IN ANY WAY  CONNECTED  WITH OR  PERTAINING OR
RELATED TO OR INCIDENTAL  TO ANY DEALINGS OF THE PARTIES  HERETO WITH RESPECT TO
THIS GUARANTY OR ANY OTHER LOAN  DOCUMENT OR (c) ARISING IN CONNECTION  WITH THE
TRANSACTIONS  RELATED THERETO OR CONTEMPLATED  THEREBY OR THE EXERCISE OF EITHER
PARTY'S RIGHTS AND REMEDIES  THEREUNDER,  IN ALL OF THE FOREGOING  CASES WHETHER
NOW EXISTING OR HEREAFTER  ARISING,  AND Whether  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE.  THE  GUARANTOR AND BANK AGREE THAT EITHER OR BOTH OF THEM MAY FILE A
COPY OF THIS  PARAGRAPH  WITH ANY  COURT AS  WRITTEN  EVIDENCE  OF THE  KNOWING,
VOLUNTARY AND BARGAINED AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL
BY JURY,  AND THAT ANY  DISPUTE OR  CONTROVERSY  WHATSOEVER  BETWEEN  THEM SHALL
INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT
A JURY.

         Modification.  No  provision of this  Guaranty may be changed,  waived,
discharged or terminated  except by an instrument in writing signed by the party
against whom  enforcement  of the change,  waiver,  discharge or  termination is
sought.



                                       -5-

<PAGE>



         IN WITNESS WHEREOF,  Guarantor has executed this Guaranty as of the day
and year first written above.

                                      GUARANTOR:

                                      EQUITY INNS, INC.,
                                      a Tennessee corporation


                                      By:     /s/ Howard A. Silver
                                              --------------------
                                      Title:  CFO


                                      EQUITY INNS TRUST, a Maryland


                                      By:     /s/ Howard A. Silver
                                              --------------------
                                      Title:  CFO


                                       -6-

<PAGE>



                                REVOLVING CREDIT
                                 PROMISSORY NOTE

$5,000,000.00                                                 Memphis, Tennessee
                                                               November 14, 1997

         FOR VALUE RECEIVED,  the undersigned  EQUITY INNS PARTNERSHIP,  L.P., a
Tennessee limited partnership, and EQUITY INNS/WEST VIRGINIA PARTNERSHIP,  L.P.,
a Tennessee limited partnership  ("Borrower"),  jointly and severally promise to
pay to the order of NATIONAL BANK OF COMMERCE ("Bank") the principal sum of FIVE
MILLION AND NO/100 DOLLARS ($5,000,000.00)  together with interest from the date
hereof on so much of the principal  hereof as shall have been advanced  pursuant
to file Revolving  Credit Loan  Agreement of even date herewith among  Borrower,
Equity Inns, Inc., a Tennessee  corporation,  Equity Inns Trust, a Maryland real
estate investment trust, and Bank (the "Loan Agreement") and remain  outstanding
from  time to time at the rate  which  shall be equal to the  lesser  of (a) the
maximum  effective  rate which Bank is allowed under  applicable law to contract
for and charge from time to time (the "Maximum Rate"), or (b) the Prime Rate (as
hereinafter  defined)  of Bank as such  Prime Rate shall vary from time to time,
changes in the rate of interest payable  hereunder to become  effective  without
notice to Borrower on the  effective  date of any change in said Prime Rate.  As
used  herein  the term  "Prime  Rate"  shall  mean such  variable  reference  or
benchmark  rate of interest as shall be established by Bank as its prime rate to
be in effect from time to time, whether or not such rate is otherwise published.

         Monthly  installments  of accrued  interest shall be due and payable on
the first day of each and every month hereafter until the principal  outstanding
is paid in full.  Interest  shall  accrue on a 365-day  year basis.  All sums of
principal or interest  payable  hereunder  not paid when due shall bear interest
beginning  thirty  (30) days  after the due date at the  lesser of (i) the Prime
Rate plus two percent (2%) or (ii) the Maximum Rate in effect on the due date.

         Maturity  Date.  The entire  balance of principal  outstanding  and all
accrued and unpaid interest shall be due and payable,  on September 1, 2000 (the
"Maturity Date").

         Place  of  Payment.   All   installments  of  interest  and  the  final
installment  of principal  and interest of this Note are payable in lawful money
of the  United  States of  America,  at the Head  Office of Bank in  Germantown,
Tennessee  or such  other  place as the  holder  of this Note may  designate  in
writing.

         Prepayments.  This  Note may be  prepaid,  in whole or in part  without
premium,  Any  prepayment  shall be  applied  first to  interest  accrued on the
outstanding  principal balance and currently due and payable, and the remainder,
if any,  shall be applied to reduce the  outstanding  principal  balance of this
Note.

         Additional  Charges.  The  Borrower  shall pay a "late  charge" of five
percent (5%) of any payments of principal and/or interest  (excluding,  however,
the final  payment  after  maturity or  acceleration)  which are paid as much as
fifteen  (15) days after the due date thereof  (provided  that in no event shall
the said  "late  charge"  result in the  payment  of  interest  in excess of the
maximum  interest  permitted  by law) to cover the extra  expenses  involved  in
handling delinquent payments.



<PAGE>



         Limitation of Interest.  Notwithstanding any provision to the contrary,
it is the intent of the Bank, the Borrower, and all parties liable on this Note,
that  neither the Bank nor any  subsequent  holder shall be entitled to receive,
collect,  reserve or apply,  as  interest,  any are not in excess of the maximum
lawful  rate  of  interest   permitted  to  be  charged  by  applicable  law  or
regulations,  as amended or  enacted  from time to time.  In the event this Note
calls for an interest  payment that exceeds the maximum  lawful rate of interest
then applicable,  such interest shall not be received,  collected,  charged,  or
restated until such time as that interest, together with all other interest then
payable,  falls within the then applicable  maximum lawful rate of interest.  In
the event the Bank,  or any  subsequent  holder,  receives any such  interest in
excess of the then maximum  lawful rate of interest,  such amount which would be
excessive interest shall be deemed a partial prepayment of principal and treated
hereunder as such, or, if the principal indebtedness evidenced hereby is paid in
full, any remaining excess funds shall immediately be paid to the Borrower.

         Waiver.  Borrower and every maker,  endorser,  surety and  guarantor of
this Note or the obligations in the Loan Documents  waives demand,  presentment,
protest,  notice of nonpayment,  notice of protest,  notice of dishonor, any and
all lack of diligence or delay in  collection or the filing of suit hereon which
may occur,  and all other demands and notices in  connection  with the delivery,
acceptance,   performance,  default,  or  endorsement  of  this  Note  or  their
respective  obligations  hereon;   consents  to  any  extensions,   renewals  or
postponements  of the  due  date  or  time  of  payment  hereof,  or  any  other
indulgence;  agrees that the  indebtedness  evidenced  hereby may be extended or
renewed in whole or in part without  notice to the  Borrower,  maker,  endorser,
surety or guarantor,  and without limitation as to the number of such extensions
or the period or periods thereof; and consents to any substitution,  exchange or
release of  collateral  and/or to the  addition  or release of any other  liable
party or person, whether primarily or secondarily liable.

         Attorneys'  Fees and  Costs.  In the  event  this Note is placed in the
hands of an attorney  for  collection  or in the event this Note is collected in
whole or in part through legal proceedings of any nature,  then, and in any such
case, there shall be added to the unpaid  principal  balance hereof all costs of
collection,  including  but not limited to  reasonable  attorneys'  fees and all
expenses incurred, whether or not suit is filed.

         Governing Law.  This Note shall be construed in accordance with the
internal laws of the State of Tennessee.

         Headings.  The headings of the Sections of this Note are inserted for
convenience only and shall not be deemed to constitute a part hereof.

         Modification.  No  provision  of  this  Note  may be  changed,  waived,
discharged or terminated  except by an instrument in writing signed by the party
against whom  enforcement  of the change,  waiver,  discharge or  termination is
sought.

         Severability.  If any provision of this Note is held invalid, such
invalidity shall not affect the validity or enforceability of the remaining
provisions of this Note.

                                       -2-

<PAGE>



         Loan  Agreement.  This Note is the Revolving  Credit Note as defined in
the Loan Agreement and is subject to the terms and conditions therein set forth.
Unless otherwise  defined herein,  all capitalized terms referenced herein shall
have the meanings assigned to such terms as set forth in the Loan Agreement.

         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
as of the date first set forth above.

                                      BORROWER:

                                      EQUITY INNS PARTNERSHIP, L.P.,
                                      a Tennessee limited partnership
                                      By:  Equity Inns Trust, a Maryland
                                           real estate investment trust,
                                           its sole general partner


                                      By:     /s/ Howard A. Silver
                                              --------------------
                                      Title:  CFO




                                       -3-

<PAGE>


                                      EQUITY INNS/WEST VIRGINIA
                                      PARTNERSHIP. L.P.,
                                      a Tennessee limited partnership
                                      By:  Equity Inns Services, Inc.,
                                           a Tennessee corporation.
                                           its sole general partner


                                      By:     /s/ Howard A. Silver
                                              --------------------
                                      Title:  CFO







                                       -4-