<PAGE>   1
                                                                   EXHIBIT 10.1


                             TERM LOAN AGREEMENT



$14,745,500.00                                                      May 9, 1997


     THIS AGREEMENT is made and entered into this 9th day of May, 1997, by and
between Supertel Hospitality, Inc., a Delaware corporation (hereinafter
referred to as "Borrower") and First Bank, National Association, with its
offices located at 233 South 13th Street, Lincoln, Nebraska  68508 (hereinafter
referred to as "Bank").

     WHEREAS, Borrower requested and the Bank agreed to extend a term loan to
the Borrower in the principal amount of Fifteen Million Dollars
($15,000,000.00) upon certain terms and conditions; and

     WHEREAS, one of the conditions of the loan commitment was a limitation of
loan amount based upon appraisals of various properties and based upon the
appraisals obtained the maximum loan amount shall be $14,745.500.00 instead of
$15,000,000.00.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Borrower and Bank agree as follows:

     1. LOAN.  Bank shall lend Borrower the principal sum of Fourteen Million
Seven Hundred Forty-Five Thousand Five Hundred Dollars ($14,745,500.00) (herein
the "Loan").  The initial rate of interest on the Loan shall be 8.65% per annum
which is derived from the March 31, 1997 five year United States Treasury
Security Index plus 1.9% (190 basis points).  The rate of interest shall be
fixed at 8.65% until June 1, 2002, at which time the rate of interest shall be
adjusted and fixed until maturity based on the weekly average of the five year
United States Treasury Security Index for the week immediately preceding April
15, 2002, plus 1.9% (190 basis points).  Payments on the Loan shall be in the
following manner:

     a)   On June 1, 1997, payment of any and all interest accrued to
          said date.

     b)   Thereafter, consecutive equal monthly payments of principal
          and interest based upon a fifteen (15) year amortization due and
          payable on the first day of each month.  The first of such payments
          shall be due and payable on July 1, 1997.  Based upon the initial
          rate of interest, monthly payments of principal and interest shall
          be in the amount of $146,504.18 each.  The amount of the monthly
          payments shall be recalculated based upon the interest rate
          adjustment on June 1, 2002, recomputed based upon a remaining ten
          (10) year amortization.  Said recomputed amount shall be due and
          payable on July 1, 2002 and the first date of each month thereafter.

     c)   Notwithstanding amortizations of longer duration, the entire
          unpaid principal balance, accrued interest and any other sums shall
          balloon and be due and payable in full on June 1, 2007 (the
          "Maturity Date").

     Interest on this Loan is computed on a 30/360 simple interest basis; that
is, with the exception of odd days in the first payment period, monthly
interest is calculated by applying the ratio of the annual interest rate over a
year of 360 days multiplied by the outstanding principal balance, multiplied by
a month of 30 days.  Interest for the odd days is calculated on the basis of
actual days to the next full month and a 360 day year.


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     The undersigned may prepay this Loan in part or in full at any time
without penalty provided however any partial prepayments shall be in increments
of thousands of dollars and shall be applied to the last maturing installment
payments and shall not postpone or reduce the Borrower's obligation to make
regularly scheduled payments until the entire unpaid principal balance and
interest and any other sums due have been paid in full.

     This Loan shall be evidenced by thirteen separate Promissory Notes (herein
"Notes") with an initial aggregate principal balance totaling $14,745,500.00.
Notwithstanding multiple Notes, Borrower shall make one monthly payment to the
Bank covering all thirteen Notes.  The payment shall be allocated by the Bank
amongst the thirteen Notes in proportion to the amount due under each
particular Note in proportion to the amount due under all thirteen Notes
collectively.  In the event of default by the Borrower, Bank may elect to apply
payments to any Note that it deems fit in its sole discretion.  Borrower waives
and shall not have any right to direct allocation of payments to any particular
Note or amongst the Notes contrary to the foregoing provisions.

     This is a term loan and not a revolving line of credit.  No funds will be
readvanced to Borrower after the initial funding of this Loan, except to the
extent that the Bank in its sole discretion elects to advance funds to protect
its security or otherwise exercise rights in the event of default or
non-performance by the Borrower.  Proceeds of this Loan shall be utilized
solely to partially pay down the outstanding amount owed by Borrower to Bank on
a Revolving Term Promissory Note and Loan Agreement in the original amount of
$40,000,000.00.

     In the event the monthly payment of interest or the monthly payments of
principal and interest on this Loan have not been paid within fifteen (15) days
following the due date on any such payment, a late charge of five percent (5%)
of the amount of said delinquent payments may be assessed by the Bank to cover
the extra expense involved in handling the delinquent payments.  The Bank shall
have no obligation to accept any late payments unless such payment shall be
accompanied by the full amount of the late charge assessed as provided for
herein.

     From and after the maturity of this Loan or from any default, the entire
principal remaining unpaid shall bear interest at the rate of three percent
(3%) per annum above the Note rate then in effect until the same is paid (the
Default Rate of Interest).

     2. SECURITY.  This Loan shall at all times be secured by a first and
paramount lien in favor of the Bank upon real estate operated as motels by
Borrower and all of Borrower's right, title and interest in and to all
furniture, fixtures, equipment, personal property, located thereon, and all
income, rents and accounts therefrom all as to motels owned by the Borrower at
the following locations:

        Moberly, Missouri
        Kingdom City, Missouri
        Manhattan, Kansas
        Wayne, Nebraska
        Muscatine, Iowa
        Ft. Madison, Iowa
        Watertown, South Dakota
        Portage, Wisconsin
        Antigo, Wisconsin
        Shawano, Wisconsin
        Minocqua, Wisconsin
        Sheboygan, Wisconsin
        Tomah, Wisconsin

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The legal descriptions for such properties are attached hereto as Exhibit "A".
Borrower agrees to deliver and execute in favor of the Bank and to redeliver or
reexecute in favor of Bank Deeds of Trust (or Mortgages if preferred by Bank),
Assignment of Leases and Rents, Security Agreements, and Financing Statements
(collectively referred to as the "Collateral Security") in form satisfactory to
Bank for the aforestated purpose of securing the Loan by the above-described
properties.

     Borrower warrants and represents that the motel facilities at Sheboygan
and Minocqua, Wisconsin are operated as Comfort Inns and the motels at the
other locations are operated as Super 8 motels.

     Although Borrower shall execute thirteen separate Promissory Notes in
favor of Bank in varying amounts totaling $14,745,500.00 in the aggregate and
although each Promissory Note will be primarily secured by assets at one of the
aforestated thirteen property locations, it is nonetheless agreed and the
intention of the parties that all properties serve as cross-collateral for all
Notes to the maximum extent allowable up to the total amount of this
$14,745,500.00 Loan.

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

     3. DEFINED TERMS.

     a)   Loan Debt Service Coverage Ratio. Loan Debt Service Coverage
          Ratio as used herein shall be defined as EBITDA (earnings from the
          real estate subject to Collateral Security before interest expense,
          income tax, depreciation and amortization)/(the principal and
          interest payable on this Loan during the next twelve months
          determined as if this Loan required equal monthly payments amortized
          over fifteen years) measured quarterly based on the last four
          quarters; provided, Borrower's proforma income and expenses shall be
          used for the first twelve months following the acquisition date of
          properties acquired hereafter or the placed-in-service date of newly
          constructed properties, with actual EBITDA information replacing the
          comparable proforma information at the end of each quarter during
          such twelve month period.

     b)   Consolidated Debt Service Coverage Ratio. Consolidated Debt
          Service Coverage Ratio as used herein shall be defined as EBITDA
          (all earnings of Borrower from all assets before interest expense,
          income tax, depreciation and amortization)/(all indebtedness of
          Borrower determined as if repayment required equal monthly payments
          amortized over fifteen years) measured quarterly based on the last
          four quarters; provided, Borrower's proforma income and expenses
          shall be used for the first twelve months following the acquisition
          date of properties acquired hereafter or the placed-in-service date
          of newly constructed properties, with actual EBITDA information
          replacing the comparable proforma information at the end of each
          quarter during such twelve month period.  For purposes of this
          definition, the terms "indebtedness" and "debt" shall refer only to
          the current portion and long-term portion of Borrower's debt for
          borrowed money.


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      c)  Debt Per Room Limits.  Debt per room limits as used herein
          shall mean that any motel owned and operated by Borrower, regardless
          of whether subject to Collateral Security, shall not have debt per
          room in excess of the following amounts:

          i)   Super 8 facility $15,000.00 debt per room maximum,


          ii)  Comfort Inn facility $16,500.00 debt per room
               maximum and

          iii) Wingate Inn facility $25,000.00 debt per room
               maximum.



          For the purposes of this definition, the terms "indebtedness" and
          "debt" shall refer only to the current portion and long-term
          portion of Borrower's debt for borrowed money.

      d)  Franchise Agreement.  Franchise Agreement shall mean any
          agreement that Borrower has with a franchisor that allows Borrower
          to operate motel facilities either as a Super 8 motel or a Comfort
          Inn motel.

      4.  CONDITIONS. The obligations of Bank to make the Loan hereunder shall 
be subject to the conditions that Bank shall have received at the time of such
advance:

      a)  Delivery of Deeds of Trust (or Mortgages if preferred by
          Bank), Assignment of Leases and Rents and Financing Statements and
          Security Agreements (collectively referred to in this Agreement as
          the "Collateral Security"), in form satisfactory to Bank granting
          Bank a first and paramount lien upon the previously identified
          thirteen real estate properties operated as motels by Borrower and
          all of Borrower's right, title and interest in and to all furniture,
          fixtures, equipment, personal property, located thereon and all
          income, rents and accounts therefrom.

      b)  Current appraisals of the real estate subject to the
          Collateral Security showing that the total principal amount of the
          Loan would not exceed 70% of the appraised value.  The appraisals
          shall be completed by a designated appraiser acceptable to Bank
          conforming to Uniform Standard Professional Appraisal Practice
          (USPAP) standards. The appraisals will be directed to and for the
          benefit of the Bank with Borrower being responsible for the cost of
          the appraisal.

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

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

      e)  Favorable written opinion of the counsel to Borrower
          addressed to Bank, in form and substance acceptable to Bank,
          relating to Sections 5a), 5b), 5c) and 5d) of the warranties set
          forth hereinbelow, provided that as to the matter set out in
          Sections 5c) and 5d) that opinion may be limited to matters of which
          counsel has knowledge.

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

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

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

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

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

      k)   Documentary evidence satisfactory to Bank as to the Franchise
           Agreements for the properties subject to Collateral Security and
           that the Franchise Agreements are in full force and effect without
           default.

      5.   WARRANTIES. Borrower hereby represents and warrants:

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

      b)   The execution, delivery and performance of this Loan
           Agreement, the Notes, the Collateral Security and other documents
           provided for herein, are duly authorized by all requisite action on
           the part of Borrower and do not require the consent or approval of
           any governmental body or other regulatory authority; are not in
           contravention of or conflict with any applicable law or regulation
           which Borrower is aware of or any term or provision of Borrower's
           Certificate of Incorporation or Bylaws; and this Loan Agreement, the
           Notes, the Collateral Security, and other documents provided for
           herein, when delivered for value received will be the valid, binding
           and legally enforceable obligation of Borrower and in accordance
           with their terms, except to the extent enforcement may be limited by
           bankruptcy,

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<PAGE>   6


           insolvency, or laws affecting creditors rights generally and 
           subject to general principles of equity.

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

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

      e)   The balance sheet of Borrower as of December 31, 1996 and the
           related financial information of the fiscal year ended on that date,
           and the Form 10-K for the fiscal year ended December 31, 1996,
           copies of which have heretofore been delivered to Bank by Borrower,
           and all of the statements and data submitted in writing by Borrower
           to Bank in connection with the request for the credit granted by
           this Loan Agreement are true and correct in all material respects;
           said balance sheet and financial information fairly present the
           financial condition of Borrower for the period covered thereby in
           all material respects, and have been prepared in accordance with
           generally accepted accounting principles on a basis consistently
           maintained.  Since December 31, 1996, there have been no changes in
           the assets or the liabilities or financial condition of Borrower,
           other than changes in the ordinary course of business and such
           changes as have not been materially adverse changes except as
           previously disclosed in writing to Bank.  Borrower has no knowledge
           of any liabilities, contingent or otherwise, required to be
           reflected in said balance sheet and not so reflected, and Borrower
           has not entered into any special commitments or substantial
           contracts which are not reflected in said balance sheet, (other than
           in the ordinary and normal course of its business) which may have a
           materially adverse affect upon its financial condition, operation or
           business as now conducted except as previously disclosed in writing
           to Bank.

      f)   Borrower has good title to its assets, and the same are not
           subject to any liens or encumbrances other than those set forth in
           the financial information as of December 31, 1996, or previously
           disclosed to Bank in writing.

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

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


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<PAGE>   7


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

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

     6.    COVENANTS. Borrower agrees that until payment in full of all sums due
Bank, Borrower shall, unless Bank shall otherwise consent in writing:

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

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

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

           ii)  It shall have set aside on its books reserves (segregated to 
                the extent required by sound accounting practice) acceptable 
                by Bank as adequate with respect thereto.

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

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

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

           iii) Promptly upon the receipt thereof by Borrower, copies of any 
                detailed audit reports submitted to Borrower by independent 
                accountants in connection 

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<PAGE>   8

          
                with each annual or interim audit or the accounts of Borrower;

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

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

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

      e)   Maintain and provide for adequate property, liability,
           workmen's compensation, flood and other forms of insurance, in good
           and responsible insurance companies, for all insurable property
           owned by Borrower including all collateral set forth in the
           Collateral Security, against all liability, loss or damage from fire
           or such other hazards or risks as are customarily insured against by
           companies similarly situated and operating like property.  Borrower
           will provide Bank with appropriate certificates of insurance with
           loss payable in favor of Bank showing Borrower and Bank as insured's
           as their interest may appear in connection with the items of
           collateral subject to the Collateral Security.

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

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

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

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

      j)   Not further encumber except to the extent permitted herein
           any of the property which is subject to Collateral Security.

      k)   Annually provide Bank written documentation satisfactory to
           Bank that the Franchise Agreements are still in effect without
           default and warranting the same to the Bank.

      l)   Not sell, convey, transfer, contract to sell, lease with
           option to purchase, or otherwise dispose of any of the real estate
           which is subject to Collateral Security.


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<PAGE>   9



      m)   Not sell, convey, transfer, contract to sell, lease with
           option to purchase, or otherwise dispose of any of the personal
           property which is subject to  Collateral Security outside the
           ordinary course of business.

      7.   DEFAULT. Each of the following shall constitute an Event of Default:

      a)   failure to pay any sum due under any of the thirteen
           Promissory Notes executed pursuant to this Loan Agreement within
           fifteen days of the due date of any such Notes thereof; or

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

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

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

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

      f)   if any statement or certificate at any time given in writing
           pursuant hereto or in connection herewith, shall be false in a
           material respect, and if such matter is correctable, it is not
           corrected within fifteen days after notice from Bank; or

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

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

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

      j)   failure to comply with the Debt Per Room Limits; or

      k)   material default by Borrower on any of Borrower's Franchise 
           Agreements as to properties subject to Collateral Security.

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<PAGE>   10



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

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

     8. MISCELLANEOUS.  This Loan Agreement covers and applies to the thirteen
properties identified and the thirteen Promissory Notes and various Collateral
Security that will be executed pursuant hereto.

     This Loan Agreement, even though limited in amount to $14,745,500.00, may
through inadvertence and oversight be referenced as a $15,000,000.00 Term Loan
Agreement in other Loan


                                     10



<PAGE>   11


Documents, Collateral Security Agreements, Modifications or other
documents executed in connection herewith and any such reference
notwithstanding the error in amount shall be deemed referenced to this Loan
Agreement.

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

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

     Borrower agrees to pay, to the extent permitted by law, all costs,
charges, legal fees, and costs incurred by Bank in collecting or enforcing this
Loan Agreement, the Notes, or the Collateral Security.

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

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

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

                                    SUPERTEL HOSPITALITY, INC.,
                                    A Delaware Corporation


                                 BY:  /s/ Paul J. Schulte
                                      ____________________________
                                      Paul J. Schulte
                               TITLE: President

                                    FIRST BANK, NATIONAL ASSOCIATION


                                 BY:  /s/ Gerald L. Holscher
                                      ____________________________
                                      Gerald L. Holscher
                               TITLE: Senior Vice President



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<PAGE>   12


STATE OF NEBRASKA  )
                   ) ss.
COUNTY OF MADISON  )



     The foregoing instrument was acknowledged before me this 9th day of May,
1997, by Paul J. Schulte, President of Supertel Hospitality, Inc., a Delaware
corporation, on behalf of the corporation.

                                    /s/ Patricia Morland
[NOTARY SEAL]                           _______________________________
                                        Notary Public



STATE OF NEBRASKA  )
                   ) ss.
COUNTY OF MADISON  )



     The foregoing instrument was acknowledged before me this 9th day of May,
1997, by Gerald L. Holscher, Senior Vice President, First Bank, National
Association, on behalf of the bank.


                                    /s/ Patricia Morland
[NOTARY SEAL]                           ________________________________ 
                                        Notary Public


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