AMENDMENT NO. 3 TO
                              EMPLOYMENT AGREEMENT
                              --------------------


      This Amendment No. 3 to Employment  Agreement  (this  "Agreement") is made
and entered into as of the 23rd day of November,  1999, by and between Amerihost
Properties, Inc. (the "Company") and Michael P. Holtz ("Executive").


WITNESSETH:

      WHEREAS,  the Company and Executive  entered into that certain  Employment
Agreement (the  "Original  Employment  Agreement"),  dated April 7, 1995, by and
between  the  Company  and  Executive,   which  Original  Employment   Agreement
previously was amended by that certain  Amendment No. 1 to Employment  Agreement
(the  "First  Amendment)  dated as of  February 4, 1997 and again was amended by
that certain  Amendment No. 2 to Employment  Agreement  (the "Second  Amendment)
dated April 13, 1999 by and between  the  Company and  Executive  (the  Original
Employment  Agreement  and the First and  Second  Amendment,  collectively,  the
"Employment Agreement"); and

      WHEREAS,  pursuant to the  Employment  Agreement,  Executive  is currently
employed by the Company as its President and Chief Executive Officer; and

      WHEREAS,   the  Company  and  Executive  desire  to  continue  Executive's
employment  by the  Company  is such  positions,  pursuant  to the  terms of the
Employment Agreement, as modified hereby.

      NOW, THEREFORE,  in consideration of the premises and mutual covenants and
agreements of the parties herein  contained,  the parties hereto hereby agree as
follows:

     1. The base pay of $325,000 shall remain  constant  during the term of this
Amendment.

     2.  The  Agreement  will  automatically  renew for a period of three  years
         unless the Company notifies the Executive in writing at least 12 months
         prior to the termination of this Agreement.

     3.  Beginning  with  the calendar  year 2000,  the  Executive  will also be
         compensated under the following bonus plan:

         a.   The  Executive  will be paid a bonus  of  $12,500  if the  Company
              realizes  the  annual  EBITDAR  and an  additional  $12,500 if the
              Company  realizes the annual  Earnings Per Share as defined in the
              approved budget each year. This will be paid within 10 days of the
              filing of the 10K for the period.

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         b.   The Executive  will be paid a bonus for each  franchise  agreement
              executed  by the  Company.  This  will be  earned  and paid at the
              execution  of the  franchise  agreement.  The bonus is  defined as
              follows:

              0 to 10 franchise agreements................. No Bonus 11 to
              20 franchise  agreements.....................$1,000 per franchise
              Over  20  franchise   agreements.............$ 1,500 per franchise

         c.   The Executive will be paid a bonus on Same Room Revenue  increases
              over the same quarter in the previous  year. The Executive will be
              paid a bonus of $500.00 for each percentage point increase in Same
              Room Revenue over the prior period. This will be effective for the
              total AmeriHost Inn hotel brand and will be calculated and paid on
              a quarterly basis.

     4.  Compensation  in  Warrants:  This  section  shall be  modified  that on
         January 1st of each ensuing  calendar year this agreement is in affect,
         the Executive  shall  receive a total of 100,000  options at the market
         price on the day they are issued. These options will vest as follows:
                  o   50,000 will vest in 90 days from the date issued
                  o   50,000  will vest at the filing of the 10K for the Company
                      if the  Company  attains  its  annual  budgeted  and Board
                      approved Net Income,  EBITDAR, or Operating Income for the
                      year.


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


EXECUTIVE                                     AMERIHOST PROPERTIES, INC.


/s/Michael P. Holtz                             By: /s/Salomon J. Dayan
-------------------                             -----------------------
Michael P. Holtz                                        Salomon J. Dayan
                                                         Chairman
                                                         Compensation Committee