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.