FIRST AMENDMENT STATE OF GEORGIA COUNTY OF DEKALB Amendment, made this 20th Day of May, 1996, by and between HALLWOOD 95, L.P., a Delaware Limited Partnership, hereinafter referred to as "Landlord", and US Franchise Systems, Inc., having an office at 13 Corporate Square, Suite 250, Atlanta, Georgia, hereinafter referred to as "Tenant". WITNESSETH WHEREAS, by lease dated September 25, 1995, Landlord leased to Tenant certain premises, more particularly described as Building 13, Suite 250, Corporate Square, Atlanta, Georgia 30329, and WHEREAS, Landlord and Tenant are desirous of further amending said Lease in the manner set forth below: EXPANSION Tenant agrees to expand its premises into approximately 1,644 rentable square feet as shown on Exhibit A attached hereto. The new total square footage shall be 10,083 rentable square feet which includes, 8,439 rentable square feet of existing space and 1,644 rentable square feet of expansion space. The commencement of said amendment shall be July 1, 1996 and shall continue through September 30, 2000. The rental schedule shall be the following: TERM CURRENT RENT EXPANSION RENT COMBINED SPACE (8,439 square feet) (1,644 square feet) (10,083 square feet) 07/01/96 - 09/30/96 $9,142.25 per month $1,781.00 per month $10,923.25 per month 10/01/96 - 09/30/97 $9,599.36 per month $1,870.05 per month $11,469.41 per month 10/01/97 - 09/30/98 $10,079.33 per month $1,963.55 per month $12,042.88 per month 10/01/98 - 09/30/99 $10,583.30 per month $2,061.73 per month $12,645.03 per month 10/01/99 - 09/30/2000 $11,112.47 per month $2,164.82 per month $13,277.29 per month EFFECTIVE DATE This First Amendment to the Lease shall take effect as of July 1, 1996, and shall continue in effect for the duration of the said Amendment, that is to September 30, 2000. GENERAL TERMS All the terms, covenants provisions and agreements of the said Lease dated September 25, 1995, and as amended herein, shall remain in full force and effect. TENANT IMPROVEMENTS Landlord agrees to re-paint and install carpet in expansion space with building standard selections. Landlord also agrees to install ceiling tile, shelving 18" x 15'/7-high (using existing brackets), re-key and provide suite signage for expansion space. BROKERAGE Hallwood Management Company has acted for the Landlord in this transaction, and is to be paid a commission by the Landlord. Hallwood Management Company has acted as agent for the Tenant in this transaction. IN WITNESS WHEREOF, each party has caused this Amendment to Lease to be executed by its duly authorized officer(s). LANDLORD: HALLWOOD 95, L.P., a Delaware General Partnership TENANT: US FRANCHISE SYSTEMS, INC. BY: Hallwood Management Company, as Agent BY: /s/ Michael A. Leven NAME: Richard D. Stilovich NAME: Michael A. Leven TITLE: Regional Director TITLE: President & CEO DATE: 5/24/96 DATE: 5/22/96 [Technical Drawing: floor plan] CORPORATE SQUARE BUILDING 13, SUITE 220 1,644 SQ. FT. TO: ALL CORPORATE SQUARE TENANTS 13/250 FROM: PROPERTY MANAGEMENT SUBJECT: UPDATED PROOF OF INSURANCE / EMERGENCY CONTACT LIST DATE: JANUARY 2, 1996 ============================================================================= Hallwood Management Company is currently updating our Tenant files for 1996. To ensure that all Tenant files are correct and up to date, we are requesting the following: 1. All Corporate Square Tenants are to submit an updated proof of insurance form to the Hallwood Management Office by January 15, 1996. Please refer to your lease for guidance on what information the proof of insurance form should contain. 2. All Corporate Square Tenants are to complete the attached Tenant Contact/Emergency Notification forms. Please include area codes and any pager numbers. We thank you in advance for your cooperation in this matter. If you have any questions, please contact the management Office at (404-321-6644). FAX- 634-3296 File Office Lease TENANT CONTACT AND EMERGENCY NOTIFICATION LISTINGS CORPORATE SQUARE OFFICE PARK Please complete the information requested below, sign and date the form, and return it to the Property Manager at the address listed below. This information is for emergency use only and will not be distributed to anyone other than qualified Hallwood Management Company and emergency personnel. This information is necessary to enable us to contact your designated representative in the event of after hour emergencies. The day time Tenant Contact Information will also help us to contact the proper personnel should we have any administrative, maintenance, or billing questions. Thank you for your prompt assistance. HALLWOOD MANAGEMENT COMPANY TENANT CONTACT INFORMATION TENANT: U. S. Franchise Systems, Inc. BUILDING AND SUITE: 13 - Suite 250 PHONE NUMBER: 321-4045 OFFICE CONTACT: Shelley Shapiro MAINTENANCE CONTACT: Geno Welch MAILING ADDRESS (IF DIFFERENT THAN ABOVE): __________________________________ _____________________________________________________________________________ BILLING CONTACT NAME: David E. Shaw TITLE: EVP - Admin BILLING ADDRESS (IF DIFFERENT THAN ABOVE): __________________________________ _____________________________________________________________________________ ____________________ PHONE NUMBER: ___________________________________________ EMERGENCY NOTIFICATION LISTING TENANT * Michael A. Leven HOME PHONE 404-355-8920 OWNER(S) * Neal K. Aronson HOME PHONE 404-812-3722 TENANT * David E. Shaw HOME PHONE 770-587-0403 MGR(s) _______________________ HOME PHONE ________________________ OTHER Shelley Shapiro HOME PHONE 770-410-1173 _______________________ HOME PHONE ________________________ Signed and Approved by: /s/ David E. Shaw Date: 1/5/96 *NOTE: ALL CONTACTS LISTED WITH AN ASTERISK WILL AUTOMATICALLY BE LISTED AS PERSONNEL AUTHORIZED FOR GRANTING PERMISSION TO HALLWOOD MANAGEMENT COMPANY PERSONNEL TO UNLOCK TENANT SPACE FOR TENANT EMPLOYEES. IF YOU DO NOT WISH THESE PERSONS TO BE AUTHORIZED FOR UNLOCKING APPROVAL, THEN PLEASE NOTE AT THE BOTTOM OF THE PAGE. IF YOU WISH TO AUTHORIZE ANY OTHER PERSONNEL FOR UNLOCKING APPROVAL, PLEASE ATTACH A LIST OF NAMES AND HOME PHONE NUMBERS.