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                       SECOND AMENDMENT TO LOAN AGREEMENT
                       ----------------------------------



                This Second Amendment to Loan Agreement (this "Amendment") is
         entered into at Columbus, Ohio, by and among The Huntington National
         Bank and Norwest Bank Minnesota, National Association (the "New Bank")
         through its Norwest Loan Partners Division, as lenders (collectively,
         the "Banks"); The Huntington National Bank, as agent (the "Agent");
         and Red Roof Inns, Inc., as borrower (the "Company"), as of the ______
         day of December, 1995, in order to amend the Loan Agreement entered
         into by and between The Huntington National Bank (in its respective
         roles as lender and agent) and the Company as of the 9th day of
         November, 1995 (the "Loan Agreement"), as the Loan Agreement has
         thereafter been amended.

                Whereas, the parties to this Amendment desire for the New Bank
         to become a Bank under the terms of the Loan Agreement, the Loan
         Agreement is hereby amended as follows:
        
                1.   The New Bank shall become a Bank as defined in the Loan
         Agreement effective as of the date of this Amendment, entitled to all
         the benefits and subject to all the obligations of a Bank under the
         terms of the Loan Agreement. The New Bank agrees to be bound by all
         those provisions of the Loan Agreement binding upon a Bank.
        
                2.   The Commitment Limit (as defined in the Loan Agreement) of
         the New Bank shall be $10,000,000.00, and the Commitment Limit of The
         Huntington National Bank shall be reduced by that amount.       
        
                3.   All communications directed to the New Bank under the Loan
         Agreement or the promissory note executed and delivered to the New
         Bank in connection herewith shall be mailed to:
        
                            Norwest Loan Partners, a division of          
                            Norwest Bank Minnesota, National Association  
                            Sixth and Marquette                           
                            Minneapolis, Minnesota   55479-0075           
                            Attention:  Duncan Sinclair                   
                            Vice President                                


                                          NORWEST BANK MINNESOTA,            
                                          NATIONAL ASSOCIATION, BY ITS       
                                          NORWEST LOAN PARTNERS              
                                          DIVISION                           
                                                                             
                                                                             
                                          By:  /s/ R. Duncan Sinclair        
                                               ----------------------------- 
                                                                             
                                          Its:   VICE PRESIDENT              
                                                -----------------------------
                                                                             
                                                                             
                                                                             
                                          THE HUNTINGTON NATIONAL BANK       
                                                                             
                                                                             
                                          By:  /s/ Chris Spence
                                               ----------------------------- 
                                                                             
                                          Its:   Commercial Loan Officer     
                                               ----------------------------- 




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                                          THE HUNTINGTON NATIONAL BANK,         
                                          as Agent                              
                                                                                
                                                                                
                                          By:  /s/ Chris Spence
                                               -------------------------------
                                                                                
                                          Its:   Commercial Loan Officer
                                               -------------------------------
                                                                                
                                                                                
                                                                                
                                          RED ROOF INNS, INC.                   
                                                                                
                                                                                
                                          By:  /s/ Francis W. Cash
                                               -------------------------------
                                                                                
                                          Its:   President and CEO
                                               ------------------------------- 
                                                                                








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