EXHIBIT 10.32


                                COMMERCIAL LEASE

                         ARTICLE 1.00 BASIC LEASE TERMS

         1.01.    Parties.  This lease agreement ("Lease") is entered into by
and between the following Lessor and Lessee:
                        64 LTD, LLC                 ("Lessor)
                        --------------------------
                        Equity Inns Services, Inc.  ("Lessee")
                        --------------------------

         1.02. Leased Premises. In consideration of the rents, terms, provisions
and covenants of this Lease,  Lessor hereby  leases,  lets and demises to Lessee
the following described premises ("Leased Premises"):

Street:    7700 Wolf River                            Suite:  
         -----------------------------                       -----------------

City:      Germantown                     State:   TN        Zip:   38138
         -----------------------------           ------           ------------

Approximate Square Feet:   9,428             Project Name:    River Center
                        -----------                        -------------------


Lessee shall have a non-exclusive  easement and right to use the common areas of
the  project  of  which  the  Leased  Premises  is a  part;  including,  without
limitation, not less than 45 parking spaces in the paved parking lot adjacent to
the Leased Premises and the right of ingress and egress from the adjacent public
right  of way to such  parking  lot and  from  such  parking  lot to the  Leased
Premises.

         1.03.    Term.  Subject to and upon the conditions set forth herein,
the term of this Lease shall commence on December 17, 1998 (the "Commencement
Date") and shall terminate 120 months thereafter.

         1.04.    Base Rent & Security Deposit.  Base Rent is $13,238.48 per
month.  Security Deposit is $0.

         1.05.    Addresses.


           LESSOR'S ADDRESS                    LESSEE'S ADDRESS
         7700 Wolf River Blvd.              7700 Wolf River Blvd.
         Germantown, TN  38138              Germantown, TN  38138



                                ARTICLE 2.00 RENT

         2.01.  Base Rent.  Lessee agrees to pay monthly as base rent during the
term of this  Lease the sum of money set forth in  Section  1.04 of this  Lease,
which  amount shall be payable to Lessor at the address  shown  above,  or other
address as instructed by Lessor to Lessee. One monthly  installment shall be due
and payable on the date of execution of this Lease by Lessee for the (1st) first
month's  rent and a like  monthly  installment  shall be due and  payable  on or
before the (1st) first day of each calendar month  succeeding  the  commencement
date  or  completion  date  during  the  term of this  Lease;  provided,  if the
commencement  date or the completion  date should be a date other than the (1st)
first day of a calendar  month,  the  monthly  rental set forth  above  shall be
prorated to the end of that calendar month,  and all succeeding  installments of
rent  shall be  payable  on or  before  the (1st)  first day of each  succeeding
calendar month during the term of this Lease.

         2.02.    Operating Expenses.  Lessee agrees to pay within (30) thirty
days of Lessor's invoice date the operating expenses for the property known as
7700 Wolf River Boulevard, Germantown, TN.  Lessor may invoice Lessee monthly
for the estimated operating expenses for each calendar year, which amount shall
be adjusted each year based upon reasonably anticipated operating expenses.



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Lessor  shall  provide  Lessee, within (3) three  months following the close of
each calendar  year, an accounting  statement  showing in reasonable detail all
computations of additional rent under this section. In the event the  total of
Lessee's  estimated  monthly  payments  exceed  the  actual operating expenses,
Lessee shall receive a refund with the accounting statement. In the event the
total of Lessee's  estimated monthly payments are less than the actual operating
expenses, Lessee shall receive a invoice for the balance due.

         2.03.  Definition of Operating Expenses.  The term "operating expenses"
includes all expenses  incurred by Lessor with  respect to the  maintenance  and
operation  of the building of which the Leased  Premises are a part,  including,
but not  limited  to the  following:  maintenance  and  repair  and  replacement
(excluding  structural  and roof  replacement)  costs,  electricity,  gas, fuel,
water,  sewer, and other utility charges;  security (if any), window washing and
janitorial  services,  trash and snow  removal,  landscaping  and pest  control,
management  fees,  wages and benefits  payable to  employees or personnel  whose
duties  are  directly  connected  with  the  operation  and  maintenance  of the
building;  all services and supplies  required in maintaining  and operating the
building or project including parking and common areas;  taxes assessed upon the
buildings, land, improvements,  and rents and the total cost of insurance on the
buildings and improvements,  including liability coverage for Lessor and loss of
rents coverage.  The term  "operating  expenses" does not include the following:
Lessor overhead,  items that are capitalized  under General Accepted  Accounting
Principles  salaries  for  anyone  above  property  management  level,   capital
improvements, depreciation allowance on the buildings or equipment, interest and
principal  payments on any  mortgage or other  indebtedness  of Lessor,  leasing
commissions, income taxes of Lessor, repairs or restoration work caused by fire,
wind or other casualty,  advertising  expenses or space renovation  expenses for
new lessee's.

         2.04.  Late  Payment  Charge.  Other  remedies for  nonpayment  of rent
withstanding,  if the  monthly  rental  payment is not  received by Lessor on or
before  the (5th)  fifth  day of the month for which the rent is due,  or if any
other  payments  due Lessor by Lessee is not received by Lessor on or before the
(5th)  fifth day of the month  next  following  the  month in which  Lessee  was
invoiced.  Lessee shall have (10) ten days from the date Lessee receives express
written  notice from the Lessor that the Lessee has not made a timely payment in
order  to make  the  payment  and if not made to  Lessor  with  (10) ten days of
notice,  a late payment charge of (5) five percent of such past due amount shall
become due and  payable  in  addition  to such  amounts  owed under this  Lease.
Additionally,  Lessee shall pay Citicorp prime plus 2%, not in excess of 18% per
annum  interest on any sums due Lessor  under the terms and  conditions  of this
Lease from and after their due date.

         2.05. Holding Over. In the event that Lessee does not vacate the Leased
Premises upon the  expiration or  termination  of this Lease,  Lessee shall be a
month  to  month  tenant  for  the  holdover  period  and all of the  terms  and
provisions  of this Lease shall be  applicable  during that  period,  and Lessee
shall pay Lessor as base rental for the period of such  holdover an amount equal
to the base rent which would have been payable by Lessee had the holdover period
been a part of the  original  term of this  Lease.  Lessee  agrees to vacate and
deliver  the Leased  Premises to Lessor upon (30) thirty days notice from Lessor
to vacate.  The rental  payable  during the holdover  period shall be payable to
Lessor on or before the (5th) fifth day of the month.  No holding over by Lessee
without consent of Lessor, shall operate to extend the term of this Lease.

                         ARTICLE 3.00 OCCUPANCY AND USE

         3.01.  Use. The Leased Premises shall be used and occupied by Lessee as
general office space,  ancillary uses to general office or other reasonable use.
Lessee shall  conduct its business and control its agents,  employees,  invitees
and  visitors  in such a manner as is  lawful,  reputable  and will not create a
nuisance.  Lessee shall not permit any operation  which emits any odor or matter
which  intrudes  into other  portions of the building or common  areas,  use any
apparatus or machine which makes undue noise or causes  vibration in any portion
of the building.  Lessee shall neither  permit any waste on the Leased  Premises
and Lessee shall not store any trash outside a receptacle  or dumpster  approved
by  Lessor.  Lessee  shall not allow the Leased  Premises  to be used in any way
which  would be extra  hazardous  on account  of fire or which  would in any way
increase or render void the fire insurance on the building.

         3.02.    Signs.  No sign (temporary or permanent) of any type shall be
erected, placed or painted in, on or about the Leased Premises or prject except
those signs in uniform locations and uniform style reasonably designated and
fixed by the Lessor, which signs are in conformance with Lessor's reasonable
sign criteria eestablished for the project.



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         3.03.  Compliance  with Laws,  Rules and  Regulations.  Lessor,  at its
expense,  warrants that the building and improvements were constructed to comply
with and do comply with all applicable local, state, and federal building codes.
Any  expenses  required by  Lessor's  mortgage  or  financing  shall be Lessor's
responsibility  and not  included as part of the  Operating  Expenses in Section
2.03.  Lessee,  at Lessee's  sole cost and expense,  shall comply with all laws,
ordinances,  orders, rules and regulations of state, federal, municipal or other
agencies or bodies having  jurisdiction over use of the Leased Premises.  Lessee
will comply with all such laws, ordinances and the like applicable to its use of
the Leased Premises and the operations of its businesses  therein,  and with the
Rules and Regulations of the building  adopted by the Lessor which are set forth
on a schedule  attached to this Lease.  Lessor shall have the right at all times
to change and amend the Rules and Regulations in any reasonable manner as may be
deemed advisable for the safety, care,  cleanliness,  preservation of good order
and  operation  or use of the building or the Leased  Premises.  All changes and
amendments to the Rules and  Regulations  of the building will be sent by Lessor
to Lessee in writing and shall thereafter be carried out and observed by Lessee.

         3.04. Warranty of Possession. Lessor warrants that is has the right and
authority to execute this Lease, and Lessee,  upon payment of the required rents
and subject to the terms,  conditions,  covenants,  and agreements  contained in
this Lease, shall have possession of the Leased Premises during the full term of
this Lease as well as any  extension  or renewal  thereof.  Lessor  shall not be
responsible  for the acts or  omissions  of any other lessee or third party that
may interfere with Lessee's use and enjoyment of the Leased Premises.

         3.05. Inspection.  Lessor or its authorized agents shall at any and all
reasonable  times have the right to enter the  Leased  Premises  to inspect  the
same, to show the Leased Premises to prospective  purchasers or lessees,  and to
alter,  improve  or repair  the  Leased  Premises  or any other  portion  of the
building.  Lessor  shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Leased Premises. Lessee shall not change
Lessor's lock system unless Lessor's lock system used, add any additional  locks
or in any manner prohibit Lessor from entering the Leased Premises. Lessor shall
have the right to use any and all means which Lessor may deem proper to open any
door in an emergency without liability therefore.

                       ARTICLE 4.00 UTILITIES AND SERVICE

         4.01. Building Services. Lessor shall provide the following services as
specified:

         YES      NO

         [  ]     [  ]     Water

         [  ]     [  ]     Janitorial Service _____ days a week (excluding
                           service to kitchens or break rooms)

         [  ]     [  ]     Electricity/Gas

         Lessor  shall  provide  routine  maintenance,   painting  and  electric
lighting  service  for all public  areas to maintain  the  building as a Class A
Office Building. Should any of the equipment or machinery break down, or for any
cause,  cease to function  properly,  Lessor shall use  reasonable  diligence to
repair the same properly.

         4.02. Theft of Burglary.  Lessor shall not be responsible for providing
security,  guard or any other protective services of any kind for Lessee and its
employees,  agents, customers or invitees.  Lessor shall not be liable to Lessee
for losses to Lessee's  property or personal  injury  caused by criminal acts or
entry by  unauthorized  persons  into the  Leased  Premises,  the  building,  or
exterior property.

         4.03.    Window Coverings.  Lessor shall furnish and install window
coverings on all exterior windows to maintain a uniform exterior appearance.
Lessee shall not remove, modify, or replace these window coverings




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or install any other window covering which would affect the exterior  appearance
of the building.  Lessee may install lined or unlined  draperies on the interior
sides of the Lessor  furnished  window  coverings for interior  appearance or to
reduce light  transmission,  provided such  draperies do not affect the exterior
appearance of the building or affect the operation of the buildings  heating and
air conditioning system.

                      ARTICLE 5.00 REPAIRS AND MAINTENANCE

         5.01.  Lessor  Repairs.  Lessor shall  maintain  the roof,  foundation,
parking and common areas,  plumbing,  electrical,  heating and air  conditioning
systems,  doors,  corridors,  windows,  and structural soundness of the exterior
walls.  Lessor shall not be liable to Lessee,  except as  expressly  provided in
this Lease, for any damage or inconvenience, and Lessee shall not be entitled to
any  abatement or reduction  of rent by reason of any  repairs,  alterations  or
additions made by Lessor under this Lease,  provided  Lessor has used reasonable
diligence to make such repairs within (15) fifteen days.

         5.02. Lessee Repairs. Lessee shall, at its own cost and expense, repair
or replace  any damage or injury to all or any part of the  Leased  Premises  or
building caused by any act or omission of Lessee or Lessee's agents,  employees,
invitees,  licensees  or  visitors.  If  Lessee  fails  to make the  repairs  or
replacements  promptly as required herein,  Lessor may, at its option,  make the
repairs and replacements and the cost of such repairs and replacements  shall be
charged to Lessee as additional  rent and shall become due and payable by Lessee
within (10) ten days from receipt of Lessor's invoice.

         5.03. Request for Repairs.  All request for repairs or maintenance that
are the responsibility of Lessor pursuant to any provision of this Lease must be
made in writing to Lessor at the address in Section 1.05.

         5.04. Lessee Damages.  Lessee shall not intentionally  cause any damage
to the Leased  Premises or building,  and at the  termination of this Lease,  by
lapse of time or otherwise.  Lessee shall deliver the Leased  Premises to Lessor
in as good condition as existed at the commencement date of this Lease, ordinary
wear and tear excepted. The cost and expense of any repairs necessary to restore
the condition of the Leased Premises,  other than normal wear and tear, shall be
borne by Lessee.

         5.05.   Mechanic's   Lien.   Lessee  will  cause  any   mechanic's   or
materialman's  lien or other lien to be placed  upon the Leased  Premises or the
building  and nothing in this Lease shall be deemed or  construed  in any way as
constituting the consent or request of Lessor,  express or implied, by inference
or otherwise,  to any person for the  performance of any labor or the furnishing
of any  materials to the Leased  Premises,  or any part  thereof,  nor as giving
Lessee any right, power, or authority to contract for or permit the rendering of
any  services or the  furnishing  of any  materials  that would give rise to any
mechanic's,  materialman's  or other lien  against the Leased  Premises.  In the
event Lessor  obtains the release of such lien,  the amount paid by Lessor shall
be due and payable by the Lessee within (10) ten days of Lessor's notice.

                    ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

         6.01.  Lessor  Improvements.  Lessor  agrees to construct  the interior
improvements  to the Leased Premises as per the attached plans labeled Exhibit A
at Lessor's expense.

         6.02.  Lessee  Improvements.  Lessee shall not make or allow to be made
any material  alterations in or to the Leased  Premises  without first obtaining
the written  consent of the Lessor,  which  consent may in the sole and absolute
discretion  of  Lessor  be  denied.  Any  alterations,   physical  additions  or
improvements  to the Leased  Premises  made by Lessee  shall be  surrendered  to
Lessor upon the termination of this Lease; provided,  however, if Lessor, at its
option,  may require Lessee to remove any physical  additions  and/or repair any
alterations in order to restore the Leased Premises to the condition existing at
the time Lessee took  possession,  all cost of removal and/or  alterations to be
borne by Lessee.  This  clause  shall not apply to  non-structural  alterations,
fixtures,  moveable equipment or furniture owned by Lessee, which may be removed
by Lessee at the end of this Lease if Lessee is not then in default  and if such
equipment and furniture  are not then subject to any other  rights,  liens,  and
interest of Lessor.



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                      ARTICLE 7.00 CASUALTY AND INSURANCE

         7.01. Substantial Destruction. If the Leased Premises should be totally
destroyed by fire or other casualty, or the Leased Premises should be damaged so
that rebuilding  cannot  reasonably be completed within (90) ninety working days
after the date of written  notification by Lessee to Lessor of the  destruction,
this Lease shall terminate and rent shall be abated for the unexpired portion of
the Lease, effective as of the date of written notification.

         7.02. Partial  Destruction.  If the Leased Premises should be partially
damaged by fire or other  casualty,  and rebuilding or repairs can reasonably be
completed within (90) ninety working days from the date of written  notification
by Lessee to Lessor of the  destruction,  this Lease  shall not  terminate,  and
Lessor  shall at its risk and  expense  proceed  with  reasonable  diligence  to
rebuild or repair the building or other  improvements to substantially  the same
condition in which they were delivered to the Lessee at the commencement date of
the  Lease.  If the  Leased  Premises  are to be  rebuilt  or  repaired  and are
untenantable  in  whole or in part  following  the  damage,  and the  damage  or
destruction was not caused or contributed by the gross negligence of Lessee, its
agents,  employees,  invitees or those for whom Lessee is responsible,  the rent
payable  under this Lease  during the period for which the Leased  Premises  are
untenantable  shall be abated during that period. In the event that Lessor fails
to complete the necessary  repairs or rebuilding within (90) ninety working days
from the date of written  notification  by Lessee to Lessor of the  destruction,
Lessee may at its option  terminate  this Lease by delivering  written notice of
termination to Lessor,  whereupon all rights and future  obligations  under this
Lease shall cease to exist.

         7.03. Property Insurance.  Lessor shall at all times during the term of
this Lease  maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring the
buildings and  improvements  made by Lessor against all risk of direct  physical
loss in an amount equal to at least (90) ninety percent of the full  replacement
cost of the building  structure  and its  improvements  made by Lessor as of the
date of the loss;  provided,  Lessor shall not be obligated in any way or manner
to insure, protect, or replace any personal property (including, but not limited
to, any furniture,  equipment,  machinery, goods, fixtures, inventory, supplies,
records or leasehold  improvements  made by Lessee) of Lessee upon or within the
Leased  Premised.  Lessee shall have no right in or claim to the proceeds of any
policy of insurance  maintained by Lessor even if the cost of such  insurance is
borne by Lessee as set forth in Section 2.02.

         7.04.  Waiver of  Subrogation.  Anything in this Lease to the  contrary
notwithstanding,  Lessor and Lessee  hereby  waive and release each other of and
from any and all right of recovery,  claim,  action or cause of action,  against
each other,  their agents,  officers and employees,  for any loss or damage that
may occur to the Leased  Premises,  improvements  to the  building  of which the
Leased premises are a part, or personal property within the building,  by reason
of fire or elements,  regardless  of cause or origin,  including  negligence  of
Lessor or Lessee and their  agents,  officers and  employees.  Lessor and Lessee
agree immediately to give their respective insurance companies which have issued
policies of insurance  covering all risk of direct physical loss, written notice
of the terms of the mutual  waivers  contained in this section,  and to have the
insurance policies properly endorsed, if necessary,  to prevent the invalidation
of the insurance coverages by reason for the mutual waivers.

         7.05. Hold Harmless.  Lessor shall not be liable to Lessee's employees,
agents, invitees,  licensees or visitors, or to any other person, for any injury
to person or damage to  property on or about the Leased  Premises  caused by any
act or omission  of Lessee,  its agents,  servants  or  employees,  or any other
person entering upon the Leased Premises under express or implied  invitation by
Lessee.  Lessee  agrees to indemnify  and hold  harmless  Lessor of and from any
loss,  attorney's  fees,  expenses  or claims  arising out of any such damage or
injury.

                            ARTICLE 8.00 CONDEMNATION

         8.01.  Substantial  Taking. If all or a part of the Leased Premises are
taken for any public or quasi-public use under any governmental  law,  ordinance
or regulation, or by right of eminent domain or by purchase in lieu thereof, and
the taking  would  prevent or  materially  interfere  with the use of the Leased
Premises for the purpose as defined in Section 3.01,  this Lease shall terminate
and the rent  shall  be  abated  during  the  unexpired  portion  of this  Lease
effective on the date physical possession is taken by the condemning  authority.
Lessee  shall  have no  claim to the  condemnation  award  or  proceeds  in lieu
thereof.



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         8.02.  Partial  Taking.  If a portion of the Leased  Premises  shall be
taken for any public or quasi-public use under any governmental  law,  ordinance
or regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in Section 8.01 above,  Lessor shall at
Lessor's sole risk and expense,  restore and  reconstruct the building and other
improvements  on the  Leased  Premises  (as  delivered  by Lessor) to the extent
necessary to make it  reasonably  tenantable.  The rent payable under this Lease
during the unexpired  portion of the term shall be adjusted to such an extent as
may be fair and reasonable under the circumstance. Lessee shall have no claim to
the condemnation award of proceeds in lieu thereof.

                       ARTICLE 9.00 ASSIGNMENT OR SUBLEASE

         9.01. Lessor Assignment.  Lessor shall have the right to sell, transfer
or assign,  in whole or in part, its rights and obligations under this Lease and
in the  building to a party that  assumes the  obligations  of Lessor under this
Agreement. Any such sale, transfer or assignment shall operate to release Lessor
from any and all  liabilities  under this  Lease  arising as of the date of such
sale, assignment or transfer.

         9.02. Lessee Assignment.  Lessee shall not assign, in whole or in part,
this Lease, or allow it to be assigned, in whole or in part, by operation of law
or by transfer (100% stock transfer, merger or consolidation shall not be deemed
an assignment) or mortgage or pledge the same, or sublet the Leased Premises, in
whole or in part,  without the prior  written  consent of Lessor,  which consent
shall not be unreasonably withheld, and in no event shall any such assignment or
sublease ever release  Lessee or any guarantor  from any obligation or liability
hereunder.  No  assignee  or  sublessee  of the Leased  Premises  or any portion
thereof may assign or sublet the Leased Premises or any portion thereof.

         9.03.  Conditions of Assignment.  If Lessee desires to assign or sublet
all or any part of the Leased  Premises,  it shall  notify  Lessor at least (30)
thirty  days in  advance  of the  date on  which  Lessee  desires  to make  such
assignment or sublease.  Lessee shall provide Lessor with a copy of the proposed
sublease or assignment and such  information as Lessor might request  concerning
the proposed sublessee or assignee to allow Lessor to make informed judgments as
to the financial condition, reputation,  operations, and general desirability of
the  proposed  sublessee or  assignee.  Within (15) fifteen days after  Lessor's
receipt  of  Lessee's   proposed   assignment  or  sublessee  and  all  required
information concerning the proposed sublessee or assignee, Lessor shall have the
following  options:  1) consent to the  proposed  assignment  or  sublease or 2)
refuse,  but only for good cause which shall be expressed  in writing,  with the
failure to give notice  within (20) twenty  business days being deemed a consent
to the proposed assignment or sublease.

         9.04.  Rights of  Mortgagee.  Lessee  accepts  this Lease  subject  and
subordinate  to any  recorded  mortgage  or  deed of  trust  lien  presently  or
hereafter  created  upon the  building or project and to all  existing  recorded
restrictions,  covenants,  easements and agreements with respect to the building
or project,  provided such mortgage or other  document  provides that the Lessee
shall not be disturbed in its  possession  of the Leased  Premises in accordance
with this Lease  provided  Lessee is not in default under this Lease.  Lessor is
hereby irrevocably vested with full power and authority to subordinate  Lessee's
interest under this Lease to any mortgagor deed of trust hereafter placed on the
Leased Premises, and Lessee agrees upon demand to execute additional instruments
subordinating this Lease as Lessor may require,  provided such mortgage or other
document  provides  that the Lessee shall not be disturbed in its  possession of
the Leased  Premises in  accordance  with this Lease  provided  Lessee is not in
default  under this Lease.  If the  interest of Lessor under this Lease shall be
transferred by reason of foreclosure or other proceedings for enforcement of any
first mortgage or deed of trust on the Leased Premises, Lessee shall be bound to
the  transferee  (sometimes  called  the  "Purchaser")  at  the  option  of  the
Purchaser,  under the  terms,  covenants  and  conditions  of this Lease for the
balance of the term  remaining,  including any extensions or renewals,  with the
same force and effect as if the Purchaser were Lessor under this Lease,  and, if
requested by Purchaser, Lessee agrees to attorn to the Purchaser,  including the
first mortgage under any such mortgage if it be the Purchaser, as its Lessor.

         9.05.  Estoppel  Certificates.  Lessee agrees to furnish,  from time to
time,  within  (10) ten days after  receipt of a request  from  Lessor  Lessor's
mortgagee,  a  statement  certifying  the  following  (to the  extent  true  and
correct):  Lessee is in possession of the Leased  Premises;  the Leased Premises
are acceptable;  the Lease is in full force and effect; the Lease is unmodified;
Lessee claims no present charge, lien, or claim of offset against rent;




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the rent is paid for the current month, but is not prepaid for more than (1) one
month and will not be prepaid for more than (1) one month in  advance;  there is
no existing default by reason of some act or omission by Lessor;  and such other
matters  as may be  reasonably  be  required  by Lessor or  Lessor's  mortgagee.
Lessee's  failure to deliver  such  statement,  in  addition to being in default
under this Lease,  shall be deemed to establish  conclusively that this Lease is
in full force and effect  except as  declared  by Lessor,  that Lessor is not in
default of any of its  obligations  under this  Lease,  and that  Lessor has not
received  more than (1) one month rent in advance.  To the extent  requested  by
Lessee, the Lessor shall issue estoppel certificates reasonably requested by the
Lessee.

                       ARTICLE 10.00 DEFAULT AND REMEDIES

         10.01. Default by Lessee. The following shall be deemed to be events of
default by Lessee  under this Lease:  (1) Lessee  shall fail to pay when due any
installment  of rent or any other  payment  required  pursuant to this Lease and
such failure is not cured within ten days after express  written  notice of such
failure from the Lessor to the Lessee; ;(2) Lessee shall fail to comply with any
term,  provision or covenant of this Lease,  other than the payment of rent, and
the failure is not cured within (3) thirty days after  written  notice to Lessee
or such  additional  reasonable  period  of time  needed  to cure  such  default
provided the Lessee is diligently  pursuing such a cure; (4) Lessee shall file a
petition or be adjudged  bankrupt or insolvent  under any applicable  federal or
state  bankruptcy or  insolvency  law or admit that it cannot meet its financial
obligations  as they become due; or a receiver or trustee shall be appointed for
all or  substantially  all of the  assets  of  Lessee;  or Lessee  shall  make a
transfer in fraud of  creditors or shall make an  assignment  for the benefit of
creditors;  or (5) Lessee shall do or permit to be done any act which results in
a lien being filed against the Leased Premises or the building and/or project of
which the Leased Premises are a part and Lessee fails to pay, bond off,  provide
security or contest such lien.

         10.02.  Remedies for Lessee's Default. Upon the occurrence of any event
of default set forth in this Lease,  Lessor  shall have the option to pursue any
one or more of the remedies set forth herein  without any notice or demand.  (1)
Lessor may enter upon and take possession of the Leased Premises,  by picking or
changing locks if necessary,  and lock out, expel or remove Lessee and any other
person who may be occupying all or any part of the Leased Premises without being
liable for any claim for damages of any kind,  and relet the Leased  Premises on
behalf of Lessee  and  receive  the rent  directly  by reason of the  reletting.
Lessee agrees to pay Lessor on demand any deficiency that may arise by reason of
any reletting of the Leased Premises; further, Lessee agrees to reimburse Lessor
for  any  expenditures  made  by it in  order  to  relet  the  Leased  Premises,
including, but not limited to, remodeling and repair costs. (2) Lessor may enter
upon the Leased Premises, by picking or changing the locks if necessary, without
being liable for any claim for damages,  and do whatever  Lessee is obligated to
under the terms of this Lease.  Lessee agrees to reimburse  Lessor on demand for
any  expenses  which  Lessor may incur in  effecting  compliance  with  Lessee's
obligations  under this Lease;  further,  Lessee agrees that Lessor shall not be
liable for any  damages  resulting  to Lessee  from  effecting  compliance  with
Lessee's  obligations  under this Lease  caused by the  negligence  of Lessor or
otherwise.  (3) Lessor may  terminate  this Lease,  in which event  Lessee shall
immediately  surrender  the Leased  Premises to Lessor,  and if Lessee  fails to
surrender the Leased Premises, Lessor may, without prejudice to any other remedy
which it may have for  possession  or  arrearages  in rent,  enter upon and take
possession of the Leased  Premises,  by picking or changing locks, if necessary,
and lock out,  expel or remove  Lessee and any other person who may be occupying
all or any part of the Leased  Premises  without  being liable for any claim for
damages.  Lessee agrees to pay on demand the amount of all loss and damage which
Lessor may suffer by reason of the  termination of the Lease under this section,
whether through inability to relet the Leased Premises on satisfactory  terms or
otherwise.  Notwithstanding  any other  remedy set forth in this  Lease,  in the
event Lessor has made rent  concessions of any type or character,  or waived any
base rent,  and Lessee fails to take  possession  of the Leased  Premises on the
commencement  date or  otherwise  defaults  at any time during the terms of this
Lease, the rent  concessions,  including any waived base rent, shall be canceled
and the  amount  of the base  rent or other  rent  concessions  shall be due and
payable  immediately  as if no rent  concessions  or waiver of any base rent had
ever been  granted.  A rent  concession  or  waiver  of the base rent  shall not
relieve  Lessee of any  obligation to pay any other charge due and payable under
this Lease,  including,  without  limitation,  any sum due under  Section  2.02.
Notwithstanding anything contained in this Lease to the contrary, this Lease may
be  terminated by Lessor only by mailing or  delivering  written  notice of such
termination to Lessee, and no other act or omission of Lessor shall be construed
to be a termination  of this Lease.  The Lessor shall take  reasonable  steps to
mitigate damages from any default.



<PAGE>



                            ARTICLE 11.00 DEFINITIONS

         11.01.  Abandon.  "Abandon"  means the vacating of all or a substantial
portion of the Leased Premises by Lessee, whether or not Lessee is in default of
the rental payments due under this Lease.

         11.02. Act of God or Force Majeure.  An "act of God" or "force majeure"
is defined for purposes of this Lease as strikes, lockouts,  sit-downs, material
or labor  restrictions by any  governmental  authority,  unusual  transportation
delays, riots, floods, washouts, explosions,  earthquakes, fire, storms, weather
(including wet weather or inclement weather which prevents  construction),  acts
of the public  enemy,  wars,  insurrections  and any other cause not  reasonably
within the control of Lessor and which by the exercise of due  diligence  Lessor
is unable, wholly or in part, to prevent or overcome.

         11.03.  Building or Project.  "Building"  or  "project" as used in this
Lease means the building and/or project described in Section 1.02, including the
Leased Premises and the land upon which the building or project is situated.

         11.04.   Commencement Date.  "Commencement date" shall be the date set
forth in Section 1.03.

         11.05.  Proportionate Share.  "Proportionate Share" shall be defined as
being a  fraction,  the  numerator  of which  is the  gross  square  feet in the
premises (as defined in Section 1.02) and the  denominator of which is the total
square feet of area within the project in which the premises are located.

         11.06.  Square  Feet.  "Square  feet" or "square  foot" as used in this
Lease includes the area  contained  within the Leased  Premises  together with a
common area percentage factor of the Leased Premises  proportionate to the total
building area.

                           ARTICLE 12.00 MISCELLANEOUS

         12.01.  Waiver.  Failure  of  Lessor  to  declare  an event of  default
immediately  upon its  occurrence,  or delay in taking any action in  connection
with an event of default,  shall not  constitute  a waiver of the  default,  but
Lessor  shall  have the right to declare  the  default at any time and take such
action as is lawful or authorized  under this Lease.  Pursuit of any one or more
of the remedies set forth in article  10.00 above shall not preclude  pursuit of
any one or more or the  other  remedies  provided  elsewhere  in this  Lease  or
provided by law, nor shall pursuit of any remedy constitute forfeiture or waiver
of any rent or damages  accruing to Lessor by reason of the  violation of any of
the terms,  provisions or covenants of this Lease.  Failure by Lessor to enforce
one or more of the  remedies  provided  upon an event of  default  shall  not be
deemed  or  construed  to  constitute  a waiver of the  default  or of any other
violation or breach of any of the terms,  provisions and covenants  contained in
this Lease.

         12.02.  Act of God.  Lessor or Lessee  shall not be required to perform
any covenant or  obligation in this Lease,  or be liable in damages,  so long as
the  performance  or  non-performance  of the covenant or obligation is delayed,
caused or prevented by any act of God, force majeure or by the other party.

         12.03.  Attorney's  Fees.  In the event  Lessee/Lessor  defaults in the
performance of any of the terms,  covenants,  agreements or conditions contained
in  this  Lease  and  Lessor/Lessee  places  in the  hands  of an  attorney  the
enforcement  of all or any part of this Lease,  the  prevailing  parties cost of
collection,  including  reasonable  attorneys fees and litigation cost,  whether
suit is actually filed or not, shall be paid by the losing party.

         12.04.  Successors.  This Lease shall be binding  upon and inure to the
benefit   of  Lessor   and  Lessee   and  their   respective   heirs,   personal
representatives, successors and assigns. It is hereby covenanted and agreed that
should  Lessor's  interest in the Leased  Premises cease to exist for any reason
during the term of this Lease, then  notwithstanding the happening of such event
this Lease  nevertheless  shall remain  unimpaired and in full force and effect,
and Lessee  hereunder agrees to attorn to the then owner of the Leased Premises,
provided such owner assumes in writing the  obligations of the Lessor under this
Agreement.




<PAGE>



         12.05.  Captions. The captions appearing in the Lease are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or intent of any section.

         12.06.  Notice.  All rent and other payments to be made by Lessee shall
be payable to Lessor at the  address  set forth in Section  1.05 or at any other
address  within the United  States as Lessor  may  specify  from item to time by
written notice.  Any notice or document required or permitted to be delivered by
the terms of this Lease shall be deemed to be delivered (whether or not actually
received) when deposited in the United States Mail,  postage prepaid,  certified
mail,  return  receipt  requested,  addressed  to the parties at the  respective
addresses set forth in Section 1.05.

         12.07. Severability.  If any provision of this Lease or the application
thereof to any person or circumstance  shall be invalid or  unenforceable to any
extent,  the remainder of this Lease and the  application of such  provisions to
other  persons  or  circumstances  shall not be  affected  thereby  and shall be
enforced to the greatest extent of the law.

         12.08.  Lessor's  Liability.  If Lessor shall be in default  under this
Lease and, if as a  consequence  of such  default,  Lessee shall recover a money
judgment against Lessor, such judgment shall be satisfied only out of the right,
title and interest of Lessor in the building as the same may then be  encumbered
and neither  Lessor nor any person or entity  comprising  Lessor shall be liable
for any  deficiency.  In no event shall Lessee have the right to levy  execution
against any property of Lessor nor any person or entity  comprising Lessor other
than its interest in the building as herein expressly provided.

              ARTICLE 13.00 AMENDMENT AND LIMITATION OF WARRANTIES

         13.01.  Entire  Agreement.  IT IS  EXPRESSLY  AGREED  BY  LESSEE,  AS A
MATERIAL  CONSIDERATION  FOR THE EXECUTION OF THIS LEASE,  THAT THIS LEASE, WITH
THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS,  IS THE ENTIRE AGREEMENT
OF THE  PARTIES;  A  THAT  THERE  ARE,  AND  WERE,  NO  VERBAL  REPRESENTATIONS,
WARRANTIES,  UNDERSTANDINGS,  STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO
THIS  LEASE  OR TO THE  EXPRESSLY  MENTIONED  WRITTEN  EXTRINSIC  DOCUMENTS  NOT
INCORPORATED IN WRITING IN THIS LEASE.

         13.02.   Amendment.  THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LESSOR AND LESSEE.

         13.03. Limitation of Warranties. LESSOR AND LESSEE EXPRESSLY AGREE THAT
THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OR  MERCHANTABILITY,  HABITABILITY,
FITNESS FOR A  PARTICULAR  PURPOSE OR ANY KIND  ARISING  OUT OF THIS LEASE,  AND
THERE ARE NO WARRANTIES  WHICH EXTEND  BEYOND THOSE  EXPRESSLY SET FORTH IN THIS
LEASE.

<PAGE>


                         ARTICLE 14.00 OTHER PROVISIONS


         14.01.  Insurance.  Lessee  shall at all times during the terms of this
Lease maintain commercial general liability coverage with single combined limits
not less than  $1,000,000  with the premiums paid no fewer than (10) ten days in
advance,  issued by and binding upon an reputable insurance company,  protecting
and naming the Lessor,  Lessor's  Agents and  Lessor's  mortgage  as  additional
insured.  Lessee shall obtain a written  provision in the subject policy whereby
the insurance company is required to notify Lessor in writing no fewer than (20)
twenty days prior to the cancellation of such insurance.

         14.02. Waste.  Lessee and its employees,  agents and invitees shall not
store,   place,   dispose,   stack,   assemble   (temporary  or  permanent)  any
items/materials  of any nature  outside of the actual Leased  Premises under any
condition  other than the approved trash dumpster as provided by the Lessor,  in
the event any items are in violation of this lease provision.  Lessor shall have
the  undisputed  right to have the  items/materials  removed and  disposed of at
Lessee's sole expense and Lessee shall not have any recourse against Lessor.

         14.03.  Lease Signs.  Lessee shall not place any signs  advertising the
premises  "For Lease" on or about the  premises at any time in order to sublease
the premises.

         14.04.  Hazardous Waste.  Lessee, its assigns, and sublessees shall not
receive,  store,  dispose of or handle any "red label"  substances  or hazardous
substances  defined  as  "hazardous  waste,"  "extremely   hazardous  waste"  or
"hazardous  substance," as defined by state,  federal and local  government law.
Strictly   prohibited   in  any  form  or  quantity  is  asbestos,   corrosives,
polychlorabiphenyls ("PCB s"), and petroleum. Lessee shall not causes the Leased
Premises  to become  contaminated  in any manner for which the Lessee is legally
liable,  and Lessee shall  indemnify and hold  harmless  Lessor from any and all
claims, damages, fines, judgments,  penalties, costs, liabilities, or losses due
to  contamination,  spills or leakage on or about the Leased  Premises caused by
the Lessee.

         14.05. Early Possession.  In the event Lessee is permitted by Lessor to
enter,  perform work on or to occupy the Leased Premises,  either exclusively or
otherwise,  prior to the  commencement  date,  it is agreed that all of Lessee's
undertakings  and  obligations  set forth in this  Lease,  other  than  Lessee's
obligations to pay rent,  shall be effective from and after the date of Lessee's
entry, work commencement or occupancy.



                            ARTICLE 15.00 SIGNATURES

SIGNED THIS 11TH DAY OF JANUARY, 1999.




         LESSOR                                         LESSEE

SIGNED: /s/ M. Spence Ray                   SIGNED: /s/ Phillip H. McNeill, Sr.
        -----------------                           ---------------------------
TITLE:  Managing Member                     TITLE:  CEO
        -----------------                           ---------------------------
                                            President-Equity Inns Services, Inc.







<PAGE>



                              RULES AND REGULATIONS

1) Lessee shall refer all contractors,  servicemen,  repairmen, and installation
technicians   rendering   any  service  to  Lessee,   to  Lessor  for   Lessor's
consultations  before  any  work  or  contractual  service  is  performed.  This
provision  shall  apply to all work of any and every kind in or about the Leased
Premises or  property,  including,  but not limited  to,  telephones,  telegraph
equipment,  electrical devices and attachments,  and installations of any nature
affecting floors,  walls,  woodwork,  trim, ceilings,  glass,  windows,  frames,
plumbing or any other physical  portion of the building.  Under no circumstances
shall Lessee or any  employee,  agent or repairman  working for the Lessee go on
the roof of the Leased  Premises or building  without  first  obtaining  written
consent from the Lessor.

2)   Lessee shall not at any time occupy the Leased Premises or project as
sleeping or lodging quarters.

3) No dogs,  cats,  fowl or any other  animals,  insects,  etc. shall be brought
upon, into or about the project or Leased Premises

4) No person shall use any radio, record player, tape recorded,  stereo, musical
instrument,  loudspeaker  or other  apparatus  that emits noise or disturbs  the
other Lessees in the building or project.  No antennas,  receiving dishes or any
other  device of a similar  nature  shall be placed  in, on or about the  Leased
Premises or project.

5)   None of the parking areas, walks, entries or doors shall be blocked or
obstructed in any way.

6) Lessee shall be solely  responsible  for any damage  caused by the  building,
property  or  Leased  Premises  by moving or  taking  out  property,  furniture,
inventory, fixtures, etc. by Lessee, Lessee's employees, or contractors.

7) No draperies,  shutters, window coverings or reflective film/tape of any kind
or nature  shall be  installed  on exterior  windows or doors  without  Lessor's
written consent.

8) Lessor reserves the right to make such other reasonable rules and regulations
as in its  judgment  may from time to time be  necessary  for the safety,  care,
operation and cleanliness of the Leased Premises and project.

9) Lessee agrees to cooperate and assist Lessor in the prevention of canvassing,
soliciting and peddling on or about the Leased Premises or project.

10) Lessee shall  furnish  Lessor on demand the license  numbers of Lessee's and
Lessee's  employees  vehicles and shall notify Lessor within (5) five days after
such change of any changes  that occur.  Lessee  shall not park any vehicle in a
state of disrepair (including,  without limitation,  flat tires, dripping oil or
fluids,  out of date  inspection  stickers  or  license  plates)  on the  Leased
Premises or the project,  and Lessor has the full right and authority to tow and
store any such vehicle at Lessee's expense if done so. Lessee and its employees,
agents  and  invitees  shall not wash,  repair,  or perform  maintenance  on any
vehicle under any circumstances on or about the project or Leased Premises.

12) Lessor shall have  reasonable  control over all common areas  throughout the
term of this Lease.

13)  Movement in or out of the building of major  furniture of office  equipment
shall be restricted to hours  designated by Lessor.  All such movement  shall be
under the  supervisions  of Lessor and carried out in the manner  instructed  by
Lessor  before the  movement  takes  place.  Such  prearrangement  will  include
determination by Lessor of time, method, and routing of movement and limitations
imposed by safety or other concerns  which may prohibit any article,  equipment,
or any other item from being brought into the building. Lessee assumes and shall
indemnify  Lessor  against  all risks  and  claims  of  damage  to  persons  and
properties arising in connection with any said movement.

14) Lessee shall not throw any articles of any kind or nature out of the windows
of the building or down the stairways or other passages.

15) Lessor  shall not be liable for any damages  from the  stoppage of elevators
for necessary or desirable  repairs or  improvements  or delays of any nature or
duration in connection with the elevator service.

16)  Lessee  shall not lay or  install  any floor  covering  within  the  Leased
Premises  without the written consent of the Lessor.  The use of cement or other
similar   adhesive   materials  not  easily  removed  with  water  is  expressly
prohibited.