Amendment to Agreement


This is an amendment to the Agreement,  dated April 20, 1998,  between Grotewohl
Management  Services,  Inc., Mark Grotewohl,  Everest  Properties,  LLC, Everest
Properties II, LLC and Everest Financial, Inc. The date of this amendment is
May 15, 1998.

The Agreement is hereby amended as follows:

     Paragraph (2) shall now read:

          "Not later than May 18, 1998, Buyer executes Purchase Agreements (in a
          commercially reasonable form acceptable to Everest,  incorporating the
          terms set forth in this  paragraph)  to acquire all of the  properties
          for the  appraised  values,  payable in cash at closing.  The Purchase
          Agreements will provide that the  Properties will be acquired by Buyer
          in an "as is" condition and customary  representations  and warranties
          by the  Buyer  and the  Partnerships.  The  Purchase  Agreements  will
          include the  following  terms:  (a) all due diligence and receipt of a
          financing  commitment (the "Buyer's  Contingencies") will be satisfied
          not later  than June 30,  1998;  (b)  Buyer  will make a deposit  (the
          "Deposit")  of $150,000 to secure its  performance  under the Purchase
          Agreements on the later to occur of the date the Buyer's Contingencies
          are satisfied or the date Buyer is notified that the limited  partners
          of the  Partnerships  have approved the transaction  (the "LP Approval
          Date");  and (c) the Closing will occur on or before the later of July
          25, 1998 or 30 days after the LP Approval  Date. The dates referred to
          in  2(a)  and  2(c)  will  be  subject  to   commercially   reasonable
          extensions.  The  Deposit  will be  non-refundable  if Buyer  fails to
          complete  the  Closing as set forth  above,  except if Buyer's  lender
          fails to fund as permitted by the terms of the  financing  commitment,
          the Deposit will be refunded to Buyer."

     Paragraph (4) shall now read:

          "The Partnerships will work diligently to file the proxy materials for
          the limited partners'  approval of the transaction with the Buyer with
          the SEC not later  than May 15,  1998 and the  partnerships  will work
          diligently to get the proxy materials approved,  mailed to the limited
          partners and obtain the  affirmative  vote of the limited  partners to
          the transaction."

All other terms and conditions of the Agreement remain the same.

The Everest  parties hereby accept as of March 18, 1998 the form of the Purchase
Agreements pursuant to Paragraph (2) of the Agreement.

                               Grotewohl Management Services, Inc.


Date: 5-15-98                  By: /s/PHILIP B. GROTEWOHL
                                   Philip B. Grotewohl, Chairman
                                     as General Partner of
                                   Super 8 Motels, Ltd.
                                   Super 8 Motels II, Ltd.
                                   Super 8 Motels III, Ltd.
                                   Super 8 Economy Lodging IV, Ltd.
                                   Famous Host Lodging V, Ltd.

Date: 5-15-98                  By: /s/MARK GROTEWOHL
                                   Mark Grotewohl, as an individual


                              *Everest Properties II, LLC
                              *Everest Properties, LLC


Date: 5-18-98                  By: /s/ W. ROBERT KOHORST
                                   W. Robert Kohorst, President
                                     for itself and as Manager of
                                   Everest Madison Investors, LLC
                                   Everest Lodging Investors, LLC
                                   KM Investments, LLC


                              *Everest Financial, Inc.

                               By: /s/ W. ROBERT KOHORST
                                   W. Robert Kohorst, President

     *The execution and approval is subject to the  Partnership's  causing title
insurance for the transaction being placed through an affiliate of Everest.